<PAGE> 1
EXHIBIT (24)(a)
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Robert W. Gillespie
-------------------------------
<PAGE> 2
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ K. Brent Somers
-------------------------------
<PAGE> 3
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Leroy G. Irving
-------------------------------
<PAGE> 4
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Cecil D. Andrus
-------------------------------
<PAGE> 5
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ William G. Bares
-------------------------------
<PAGE> 6
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Edward P. Campbell
-------------------------------
<PAGE> 7
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Carol A. Cartwright
-------------------------------
<PAGE> 8
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Thomas A. Commes
-------------------------------
<PAGE> 9
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Kenneth M. Curtis
-------------------------------
<PAGE> 10
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Alexander M. Cutler
-------------------------------
<PAGE> 11
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Henry S. Hemingway
-------------------------------
<PAGE> 12
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Charles R. Hogan
-------------------------------
<PAGE> 13
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Douglas J. McGregor
-------------------------------
<PAGE> 14
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Henry L. Meyer III
-------------------------------
<PAGE> 15
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Steven A. Minter
-------------------------------
<PAGE> 16
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Bill R. Sanford
-------------------------------
<PAGE> 17
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Ronald B. Stafford
-------------------------------
<PAGE> 18
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Dennis W. Sullivan
-------------------------------
<PAGE> 19
KEYCORP
-------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as are applicable) to effect the shelf registration pursuant to Rule
415 of the Securities and Exchange Commission of debt, equity, capital
securities and warrants to purchase such securities with an aggregate issue
price of up to $1,661,500,000 to be issued and sold from time to time in one or
more public or private offerings, hereby constitutes and appoints K. Brent
Somers, Thomas C. Stevens, Joseph M. Vayda, John H. Mancuso and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of November 16, 2000.
/s/ Peter G. Ten Eyck, II
-------------------------------