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Exhibit (24)(b)
[KEYCORP LOGO]
KEYCORP
127 Public Square
Cleveland, OH 44114-1306
CERTIFICATION
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I, Steven N. Bulloch, hereby certify that I am the duly elected
Assistant Secretary of KeyCorp, a corporation duly organized and existing under
the laws of the State of Ohio (the "Corporation"), that I have in my possession
the corporate records regarding the Corporation, that attached hereto is a true
and correct copy of a resolution authorizing the increase in the aggregate
issue price of securities available for issuance under Shelf Registration dated
November 15, 2000, duly adopted by the Finance Committee of the Board of
Directors of the Corporation in a meeting thereof duly called and held November
15, 2000, at which meeting a quorum of the Finance Committee of the Board was
present throughout, and that the resolution has not been rescinded or amended
and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and the
seal of the Corporation this 28th day of November, 2000.
{SEAL} /s/ Steven N. Bulloch
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Steven N. Bulloch
Assistant Secretary
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Resolution adopted by the Finance Committee of the Board of Directors of KeyCorp
on November 15, 2000.
WHEREAS, the Board of Directors has previously authorized by resolution
adopted by the Board of Directors on July 18, 1996 (the "Shelf Resolution") the
issuance and sale by the Corporation of securities pursuant to a Registration
Statement designated by the U.S. Securities and Exchange Commission (the
"Commission") as No. 333-10577 (the "KeyCorp Registration Statement"); and
WHEREAS, unissued securities remaining available for issuance under the
KeyCorp Registration Statement may be issued and sold for an aggregate issue
price of up to $161,500,000 (the "Available Shelf Securities"); and
WHEREAS, the Corporation desires to increase the aggregate issue price
of securities over the amount which may be issued and sold pursuant to the Shelf
Resolution by an additional $1,500,000,000 (the "New Shelf Securities") and also
allow for the possible issuance of the New Shelf Securities and the Available
Shelf Securities pursuant to either private or foreign offerings, whether or not
exempt from registration under the securities laws of the United States; and
WHEREAS, the Board of Directors desires to restate and replace the
matters authorized under the Shelf Resolution with the resolutions contained
herein which shall apply to both the Available Shelf Securities and the New
Shelf Securities (referred to collectively herein as "securities"); and
WHEREAS, the Board of Directors deems it advisable to authorize and
approve certain actions to be taken in connection with the issuance and sale of
the securities.
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RESOLVED, that the Corporation is hereby authorized to issue, from time
to time, in one or more offerings, pursuant to either a registration statement
under the securities laws of the United States or an exemption therefrom,
whether for private offerings or exempt foreign offerings, the Available Shelf
Securities and New Shelf Securities with an aggregate issue price of up to
$1,661,500,000. The securities may be either: (a) debt securities ("Debt
Securities") which may be either senior or subordinated indebtedness, including
without limitation, medium-term notes; (b) warrants to purchase Debt Securities
("Debt Warrants"); (c) Common Shares with a par value of $1.00 each of the
Corporation ("Common Shares") accompanied by rights to purchase Common Shares
("Rights") under the Corporation's Restated Rights Agreement, dated May 15,
1997, as amended; (d) shares of the Corporation's preferred stock with a par
value of $1.00 each ("Preferred Stock"), which may be issued in the form of
depositary shares ("Depositary Shares") evidenced by depositary receipts; (e)
warrants to purchase Common Shares, Preferred Stock, or Depositary Shares
("Stock Warrants"), or any combination of the foregoing, either individually or
as units consisting of one or more
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securities. Any issue of subordinated Debt Securities (the "Subordinated Debt
Securities") may be exchangeable for Common Shares or Preferred Stock ("Capital
Securities"), and any issue of Preferred Stock may be exchangeable for any class
or series of Capital Securities, or other debt securities of the Corporation.
The Subordinated Debt Securities may be subject to conversion by the Corporation
into Capital Securities of the Corporation. Preferred Stock may be subject to
conversion by the Corporation into any class or series of Capital Securities.
The Debt Securities, the Preferred Stock, the Depositary Shares, and the Common
Shares are hereinafter referred to collectively as "Warrant Exercise Items". The
Debt Warrants and the Stock Warrants are collectively referred to as the
"Warrants" and the Debt Securities, Warrants, Common Shares, Rights, Preferred
Stock, and Depositary Shares are collectively referred to herein as
"Securities". The Securities may be offered and sold in either a single offering
or a series of offerings in the United States or elsewhere, may be denominated
when issued in U.S. dollars or any foreign currency, currency unit, or composite
currency ("Currency") and may be issued on such terms as hereafter shall be
determined, in accordance with these resolutions or otherwise, by this Board of
Directors.
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RESOLVED, that the Finance Committee of the Board of Directors or, if
and to the full extent permissible under law, any one of the Chief Executive
Officer, President, Chief Financial Officer, and the Treasurer, each of the
Corporation, the Senior Vice President of KeyBank National Association with
responsibility for funds management, and the Senior Vice President of KeyBank
National Association with responsibility for capital planning functions (each,
an "Authorized Pricing Official") is hereby authorized, in the name and on
behalf of the Corporation, subject to the limitations set forth in these
resolutions, to exercise all of the authority of the Board of Directors in
connection with the authorization and issuance of Securities. Within the
limitations specified in these resolutions, the Finance Committee of the Board
of Directors or, if and to the full extent permissible under law, an Authorized
Pricing Official is hereby authorized and empowered to approve, for and on
behalf of the Corporation:
(a) FOR EACH ISSUANCE OF SECURITIES: (i) the underwriter(s) or
dealer(s), if any, to which such Securities are to be sold, or the
agent(s), if any, for such sales by the Corporation of such Securities;
(ii) the price (or a range of prices) to be paid by underwriters or
dealers, if any, or the offering prices (or a range of offering prices)
to other purchasers and any discount (or a range of discounts) to be
received by or commission (or a range of commissions) paid to, any
underwriters, dealers, or sales agents; (iii) the Currency in which the
Securities are to be denominated; (iv) the date on which such
Securities shall be issued and sold; (v) any trustees, security
registrars, authenticating or paying agents, exchange agents, or
transfer agents; and (vi) any and all other terms and conditions of
such Securities as the Finance Committee or, if and to the full extent
permissible under law, an Authorized Pricing Official, determines to
establish or to authorize any Authorized Official to establish within a
range of choices established by the Finance Committee or an Authorized
Pricing Official, as the case may be, including without limitation:
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(A) FOR EACH ISSUANCE OF PREFERRED STOCK: (1) the designation
of each series, which may be by distinguishing number, letter,
or title; (2) the authorized number of shares of each series;
(3) the dividend rate or rates of the shares of each series;
(4) the dates on which dividends, if declared, shall be
payable, and in the case of series on which dividends are
cumulative, the dates from which dividends shall be
cumulative; (5) the redemption rights and price or prices, if
any, for shares of each series; (6) the amount, terms,
conditions, and manner of operation of any retirement or
sinking fund to be provided for the purchase or redemption of
shares of each series; (7) the amounts payable on shares of
each series in the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the affairs of the
Corporation; (8) the authorization of Depositary Shares and
the issuance of depositary receipts, if any, including the
determination of the fractional interest in a share of
Preferred Stock represented by each depositary receipt, as
well as the terms and conditions of any related agreement, the
selection of a depositary, and the fees and expenses of such
depositary; (9) the restrictions, if any, upon the issuance of
any additional shares of the same series or of any other class
or series; (10) the appointment of any registrar and transfer
agent for the registration, transfer, and exchange of the
Preferred Stock and the appointment of a dividend disbursing
and withholding agent, if any, for the Preferred Stock; (11)
the terms of conversion if such shares of Preferred Stock are
convertible into other Capital Securities of the Corporation;
and (12) all other terms and conditions of the Preferred
Stock;
(B) FOR EACH ISSUANCE OF DEBT SECURITIES: (1) the form(s) of
such Debt Securities; (2) the title of such Debt Securities
and whether such Debt Securities are senior or subordinated;
(3) the terms of subordination of the Subordinated Debt
Securities; (4) any limit upon the aggregate principal amount
of such Debt Securities that may be authenticated and
delivered under the applicable indenture; (5) the date or
dates, or the methods by which such date or dates will be
determined or extended, on which the principal of such Debt
Securities shall be payable; (6) the rate or rates at which
such Debt Securities shall bear interest, if any, or the
methods by which such rate or rates shall be determined, the
date or dates from which such interest, if any, shall accrue
or the methods by which such date or dates shall be
determined, the date or dates on which such interest, if any,
will be payable and the record date or dates, if any, for the
interest payable on any registered Debt Security on any
interest payment date, or the methods by which such date shall
be determined, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve
30-day months; (7) the maturity date of such Debt Securities;
(8) the period or periods within which, the price or prices at
which, the Currency or Currencies in which, and other terms
and conditions upon which, such Debt Securities may be
redeemed, in whole or in part, at the option of the
Corporation, and whether the Corporation is to have the
option; (9) if such Debt Securities are to be convertible into
Capital Securities of the Corporation, the terms upon which
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such Debt Securities will be converted into Capital Securities
of the Corporation; and (10) all other terms and conditions of
such Debt Securities; and
(C) FOR EACH ISSUANCE OF WARRANTS: (1) the designation,
aggregate amounts, price, and terms of the Warrants and the
Warrant Exercise Items which may be issued or sold upon the
exercise of such Warrants; (2) the designation and terms of
any related Securities with which such Warrants may be issued
and the number of such Warrants issued with each such
Security; (3) the designation, number, purchase price, and
terms of the Warrant Exercise Items purchasable upon the
exercise of the Warrants; (4) the date, if any, on and after
which such Warrants and the related Securities will be
separately transferable; (5) the principal or other amount of
Warrant Exercise Items which may be purchased or sold upon
exercise of each Warrant and the price at which such principal
or other amount of Warrant Exercise Items may be purchased or
sold upon such exercise; (6) the date on which the right to
exercise such Warrants shall commence and the date on which
such right shall expire; and (7) all other terms and
conditions of the Warrants;
and the Finance Committee or an Authorized Pricing Official, as appropriate, is
hereby authorized, in the name and on behalf of the Corporation, to take any and
all such action to do, or authorize to be done, all such things as the Finance
Committee or such Authorized Pricing Official may deem necessary and appropriate
to effectuate the purposes of these resolutions.
FURTHER RESOLVED, that, with respect to the issuance and sale of the
Securities, the Finance Committee or, if and to the full extent permissible
under law, an Authorized Pricing Official is authorized: (a) to reserve for
issuance out of the Corporation's authorized but unissued Common Shares and
Preferred Stock such number of shares as shall be issuable upon conversion of
all Debt Securities into such Capital Securities in accordance with the terms of
the applicable indenture; (b) to reserve for issuance out of the Corporation's
authorized but unissued Common Shares such number of shares as shall be issuable
upon conversion of all Preferred Stock into such Common Shares in accordance
with the express terms of the applicable class of Preferred Stock; and (c) to
issue such reserved Common Shares or shares of Preferred Stock.
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RESOLVED, that each of the Authorized Pricing Officials, the Senior
Executive Vice President and General Counsel, the Chief Accounting Officer, the
Deputy General Counsel, and the Vice President with responsibility for mergers
and acquisitions, securities and capital markets, each of the Corporation (each,
an "Authorized Official"), or any other officer of the Corporation or any
affiliate thereof, designated by any one of them, are hereby authorized, for and
on behalf of the Corporation, to take the following actions with respect to the
issuance and sale of Securities:
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(a) in connection with the proposed sale of Debt Securities, to execute
and deliver one or more trust indentures or fiscal agency agreements,
including any amendment or supplements thereto with such trustees or
fiscal agents as shall be selected by an Authorized Official, or any
other officer designated by an Authorized Official, signing such
indenture, in such form and with such provisions as such Authorized
Official or other officer executing such document shall approve;
(b) in connection with any proposed sale of Preferred Stock, to execute
and cause to be filed with the Secretary of State of the State of Ohio
a Certificate of Amendment of the Amended and Restated Articles of
Incorporation of the Corporation relating to each series of the
Preferred Stock, with a par value of $1.00 each, of the Corporation,
setting forth the initial number of shares and the designation,
relative rights, preferences and limitations, to the extent not set
forth in Part A of Article IV of the Amended and Restated Articles of
Incorporation, of each series of Preferred Stock, as provided in these
resolutions and in the Certificate of Amendment as so filed;
(c) to execute and deliver forms of certificates evidencing the Debt
Securities, Preferred Stock, Depositary Shares, Common Shares, or
Warrants which signatures may be facsimiles (if an Authorized Official,
or any other officer of the Corporation or an affiliate thereof
designated by an Authorized Official, whose manual or facsimile
signature appears on any of such certificates ceases to be such an
officer of the Corporation or an affiliate thereof prior to the
issuance of such certificate, such certificates shall nevertheless be
valid);
(d) in connection with the registration with the Commission and the
public offering and sale of the Securities by such underwriters or
agents as are selected by the Finance Committee or an Authorized
Pricing Official, as appropriate, to (i) approve and authorize the form
of underwriting agreement or distribution agreement setting forth,
among other things, (A) the terms of the public offering and sale, (B)
the Corporation's representations, warranties, and agreements with
respect to the filing with the Commission of a registration statement
on Form S-3 (or such other form or forms as are applicable) under the
Securities Act of 1933, as amended (the "Securities Act"), and (C) the
agreement of the Corporation to indemnify the underwriters or agents
against certain losses or liabilities which may arise out of actual, or
alleged misstatements of material facts or actual or alleged omissions
to state material facts, in such a Registration Statement, and (ii)
negotiate, execute, deliver, and perform such underwriting agreement or
distribution agreement;
(e) if he or she deems it advisable, (i) to apply for listing on the
New York Stock Exchange of all or part of the Securities; (ii) to
execute and file in the name and on behalf of the Corporation any
applications on Form 8-A or on any amendment to any Form 8-A
theretofore filed for the registration of all or part of the Securities
under the Securities Exchange Act of 1934, as amended, in connection
with the listing of such Securities on a national securities exchange
and any other documents or agreements which may be necessary or
desirable (in the opinion of the executing officer as
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evidenced by such execution) to effect such listing; and (iii) to
appear or authorize representatives to appear on behalf of the
Corporation, if required, before the committee on listing of such
exchange;
(f) to execute one or more warrant agreements relating to Warrants in
such form as an Authorized Official, or any other officer of the
Corporation or any affiliate thereof designated by an Authorized
Official, executing such agreements shall approve;
(g) to negotiate and establish a form of depositary agreement for
shares of Preferred Stock of which Depositary Shares shall be sold and
to execute one or more depositary agreements substantially in such
form, with such changes or amendments thereto as an Authorized
Official, or any other officer of the Corporation or any affiliate
thereof designated by an Authorized Official, executing the same may
deem necessary or advisable;
(h) to enter into such agreements with a third party or parties as are
necessary to provide interest rate protection to the Corporation
relating to the issuance of the Securities (or a portion thereof) for
such period or periods and pursuant to such other terms and conditions
as an Authorized Pricing Official, or any other officer of the
Corporation or any affiliate thereof designated by an Authorized
Official, may deem necessary or advisable, including future, hedging,
or other transactions;
(i) to take any and all actions as such Authorized Official may deem
necessary or desirable to effect the global issuance and sale of the
Securities, including but not limited to the appointment of and
negotiation of agreements with Euroclear System and Cedelbank, the
issuance of Debt Securities in registered or bearer form, and any and
all other actions for the authorization and issuance of Securities
pursuant to a registration statement filed with the Commission or an
exemption therefrom; and
(j) to negotiate, prepare or cause to be prepared, execute, and deliver
all other agreements or documents as an Authorized Official, or any
other officer of the Corporation or any affiliate thereof designated by
an Authorized Official, may deem necessary or desirable in order to
implement or effect any of the resolutions contained herein.
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RESOLVED, that, with respect to registration of the Securities, each of
the Authorized Officials or any other officer of the Corporation or any
affiliate thereof designated by any one of them is hereby authorized, for and on
behalf of the Corporation, to take the following actions:
(a) prepare or cause to be prepared amendments to the KeyCorp
Registration Statement or one or more new registration statements on
Form S-3 (or such other form or forms as are applicable) to be filed
with the Commission under the Securities Act,
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pursuant to Rule 415 thereunder, for the purpose of registering the
offering of the additional amount of Securities authorized by these
resolutions on a delayed or continuous basis, and any amendments,
post-effective amendments, or supplements thereto, and exhibits and
other documents in connection therewith; and, in order to carry out
such actions, each of the Authorized Officials is hereby appointed as
the attorney of the Corporation, with full power of substitution and
resubstitution, for and in the name, place, or stead of the
Corporation, to sign and file (i) any registration statement on Form
S-3 (or on such other form or forms as applicable), (ii) any and all
amendments, post-effective amendments, or supplements thereto, and
exhibits, and (iii) any and all applications and other documents to be
filed with the Commission pertaining to the Securities or such
registration, with full power and authority to do and perform any and
all such acts and things whatsoever requisite and necessary to effect
such registration;
(b) to take any action which any of them may deem necessary or
advisable to effect the registration or qualification of the Securities
under the securities or blue sky laws of any of the States of the
United States of America or to carry out such offering, and, in
connection therewith, to execute, acknowledge, verify, deliver, file,
and publish all such applications, reports, issuer's covenants,
resolutions, and other papers and instruments, to post bonds or
otherwise give security as may be required under such laws and to take
all such further action as any of them may deem necessary or advisable
in order to maintain any such registration or qualification for as long
as an Authorized Official, or any other officer of the Corporation or
an affiliate thereof designated by an Authorized Official, may deem to
be in the best interests of the Corporation;
(c) to execute and file irrevocable written consents to service of
process in all States of the United of America where such consents may
be required or advisable under the securities law thereof in connection
with the registration or qualification of the Securities, and to
appoint the appropriate person as agent of the Corporation for the
purpose of receiving and accepting such process; and
(d) to include the Debt Securities, if any, under one or more new
indentures or the existing Debt Securities Indenture dated as of June
10, 1994, between the Corporation and Bankers Trust Company, as
Trustee, or, in the case of Subordinated Debt Securities, the
Subordinated Debt Securities Indenture dated as of June 10, 1994,
between the Corporation and Bankers Trust Company.
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RESOLVED, that for the purposes of facilitating the signing and filing
of any Registration Statement and any amendments or supplements thereto or
documents in connection therewith, Thomas C. Stevens, K. Brent Somers, Joseph M.
Vayda, John H. Mancuso or Daniel R. Stolzer each be and they hereby are,
designated as attorney and agent of the Corporation, with full power of
substitution and resubstitution, and that the Authorized Officials and directors
of the Corporation each be and they hereby are, authorized to grant
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their several powers of attorney and the power of attorney of the Corporation to
Thomas C. Stevens, Joseph M. Vayda and Daniel R. Stolzer, and to each of them
acting alone, with full power of substitution and resubstitution.
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RESOLVED, that any form of additional resolution or resolutions
required by law or regulation in connection with the foregoing resolutions be
and hereby are adopted, and that the Secretary or any Assistant Secretary of the
Corporation be and each of them hereby is authorized to certify as having been
adopted by the Board of Directors of the Corporation any such form of
resolution, and a copy of each form of resolution so certified shall be attached
to the minutes of this meeting.
FURTHER RESOLVED, that the Authorized Officials each be and they hereby
are, authorized in the name and on behalf of the Corporation, to execute and
deliver any and all certificates, agreements and other documents, to take, or
cause to be taken, any and all steps and to do any and all acts and things, and
to pay, or cause to be paid, all such fees and expenses which they, or any of
them, may approve in order to effectuate the purposes and intent of the
foregoing resolutions and to consummate all transactions contemplated thereby,
including, without limitation, interest rate swaps and similar agreements, with
the execution of any such document or the taking of any such action conclusively
evidencing such approval.
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