-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PjCYrTXWOZH+b//ekqYVK5mNsC94EqX8j5aiUxLEUeTKHiWvgwangSRwNhiUKVcx UVFMN/WuW5pC7k3X1oVQfQ== 0000950152-97-007044.txt : 19971007 0000950152-97-007044.hdr.sgml : 19971007 ACCESSION NUMBER: 0000950152-97-007044 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971006 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYCORP /NEW/ CENTRAL INDEX KEY: 0000091576 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 346542451 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-37287 FILM NUMBER: 97691478 BUSINESS ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 BUSINESS PHONE: 2166893000 MAIL ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 FORMER COMPANY: FORMER CONFORMED NAME: SOCIETY CORP DATE OF NAME CHANGE: 19920703 S-3 1 KEYCORP REGISTRATION FORM S-3 1 As filed with the Securities and Exchange Commission on October 6, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KeyCorp (Exact name of Registrant as Specified in its Charter) Ohio 34-6542451 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 127 Public Square Cleveland, Ohio 44114-1306 (216) 689-3000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Thomas C. Stevens, Esq. Executive Vice President, General Counsel and Secretary KeyCorp 127 Public Square Cleveland, Ohio 44114-1306 (216) 689-3000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Daniel R. Stolzer, Esq. Senior Vice President & Associate General Counsel KeyCorp 127 Public Square Cleveland, Ohio 44114-1306 (216) 689-3000 2 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /x/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Title of Shares Aggregate Aggregate Amount of to be Amount to be Price Offering Registration Registered Registered Per Unit (1) Price (1) Fee (1) Common Shares, 3,336,118 $64.15625 $214,032,820.44 $64,858.43 with a par value of $1 each, and associated Rights
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices reported for KeyCorp Common Shares on the New York Stock Exchange on October 1, 1997. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. -2- 3 PROSPECTUS KEYCORP 3,336,118 COMMON SHARES This Prospectus relates to 3,336,118 Common Shares, with a par value of $1 each ("KeyCorp Common Shares"), of KeyCorp, an Ohio corporation ("KeyCorp" or the "Corporation"), which are owned by the former shareholders of Champion Mortgage Co., Inc. (the "Selling Shareholders"). See "The Selling Shareholders." The 3,336,118 KeyCorp Common Shares covered by this Prospectus are referred to herein as the "Shares." All references to the Shares throughout this Prospectus shall be deemed to include the associated Rights. The Shares may be offered for sale from time to time by the Selling Shareholders in open market ordinary brokerage transactions on the New York Stock Exchange ("NYSE"), in privately negotiated transactions at market prices prevailing at the time of sale or, in the case of private transactions, at negotiated prices. Whether or not any such sales will be made and the timing and amount of any sale is within the sole discretion of the Selling Shareholders. The Corporation will not receive any of the proceeds from the sale of the Shares. See "Plan of Distribution." The Shares were acquired by the Selling Shareholders pursuant to an Agreement and Plan of Reorganization, dated as of June 6, 1997 (the "Reorganization Agreement"), by and among KeyCorp, Key Bank USA, National Association, a wholly-owned subsidiary of KeyCorp ("Key Bank USA"), Champion Mortgage Co., Inc. ("Champion"), Champion Mortgage Corp., Champion Wholesale Corp., Champion Financial Corp., Champion Mortgage Servicing Corp., and the Selling Shareholders. The Reorganization Agreement provides for (i) the merger of Champion Mortgage Corp., Champion Wholesale Corp., Champion Financial Corp. and Champion Mortgage Servicing Corp. with and into Champion, with Champion remaining as the surviving corporation in the merger (the "Merger") and (ii) the subsequent delivery of all shares of capital stock of Champion issued and outstanding immediately following the Merger to Key Bank USA and the exchange (the "Exchange") of such shares of capital stock of Champion for the right to receive 3,336,118 KeyCorp Common Shares (that number of KeyCorp Common Shares equal to the sum of $200 million and the dollar value of cash dividends the various Champion entities could have, prior to the Merger, declared payable to the Selling Shareholders (within certain limitations imposed by the Reorganization Agreement) divided by the average of the closing prices of KeyCorp Common Shares as reported by NYSE for the fifteen trading days immediately preceding the fifth trading day prior to the closing of the Exchange). KeyCorp Common Shares are listed on the New York Stock Exchange. On October 1, 1997, the average of the high and low prices of KeyCorp Common Shares on the New York Stock Exchange was $64 5/32. -3- 4 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY. The date of this Prospectus is October 6, 1997 No dealer, salesman, or any other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus in connection with the offering contained herein, and, if given or made, such information or representations must not be relied upon as having been authorized by the Corporation or the Selling Shareholders. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered hereby to any person in any state or other jurisdiction to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Corporation since the date hereof. AVAILABLE INFORMATION The Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports, proxy statements, and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, and at the following Regional Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West Madison Street, 14th Floor, Suite 1400, Chicago, Illinois 60661-2511 and Northeast Regional Office, 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048. Copies of such material can also be obtained at prescribed rates by writing to the Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004. Such material may also be accessed electronically by means of the Commission's home page on the Internet at http://www.sec.gov. Such reports, proxy statements, and other information concerning the Corporation can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. This Prospectus constitutes part of a Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") filed by the Corporation with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). As permitted by the rules and regulations of the Commission, this Prospectus omits certain information contained in the Registration Statement. Statements contained in this Prospectus or in any document incorporated by reference in this Prospectus are summaries that are not necessarily complete and, in each instance, -4- 5 reference is made to the copy of such document as filed. Each such statement is qualified in its entirety by such reference. The Registration Statement, including exhibits and schedules thereto, and documents or information incorporated by reference may be inspected without charge at the offices of the Commission, and copies of such materials may be obtained therefrom at prescribed rates. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The Corporation incorporates by reference into this Prospectus the following documents: 1. The Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; 2. All reports filed by the Corporation pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1996; 3. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares; and 4. The description of KeyCorp Common Shares contained in the Corporation's Registration Statement on Form 8-A filed on July 31, 1992, as amended by Forms 8-A/A filed on October 15, 1993, February 25, 1994 and June 19, 1997, respectively, registering the KeyCorp Common Shares under Section 12(b) of the Exchange Act and the description of the associated Rights contained in the Corporation's Registration Statement on Form 8-A filed on June 19, 1997 registering such Rights under Section 12(b) of the Exchange Act. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Corporation will provide without charge to each person receiving a copy of this Prospectus, upon that person's written or oral request, a copy (without exhibits, unless those exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates) of any documents incorporated by reference in this Prospectus. Requests for copies should be directed to KeyCorp, Corporate Secretary, 127 Public Square, Cleveland, Ohio 44114-1306 (telephone (216) 689-3000). KEYCORP KeyCorp, organized in 1958 under the laws of the state of Ohio and registered under the Bank Holding Company Act of 1956, as amended, is headquartered in Cleveland, Ohio, and is engaged primarily in the business of commercial and retail banking. At June 30, 1997, it was the 14th largest bank holding company in the United States with consolidated total assets of approximately $69.7 billion. Its subsidiaries provide a wide range of banking, fiduciary and other financial services to its corporate, individual and institutional customers through three primary lines of business: Corporate Banking, -5- 6 National Consumer Finance and Community Banking. These services are provided across much of the country through bank and trust company subsidiaries operating more than 1,100 full-service banking offices in 15 states, a 24-hour telephone banking call center services group and approximately 1,900 ATMs as of June 30, 1997. In addition to the customary banking services of accepting deposits and making loans, the bank and trust company subsidiaries of KeyCorp provide specialized services, including personal and corporate trust services, personal financial services, customer access to mutual funds, cash management services, investment banking services and international banking services. Through its subsidiary banks, trust companies and registered investment adviser subsidiaries, KeyCorp provides investment management services to institutional and individual clients, including large corporate and public retirement plans, foundations and endowments, high net worth individuals, and Taft-Hartley plans. In addition, investment management subsidiaries serve as investment advisers to the proprietary mutual funds offered by other affiliates. KeyCorp provides other financial services both inside and outside of its primary banking markets through its nonbank subsidiaries. These services include accident and health insurance on loans made by subsidiary banks, venture capital, community development financing, securities underwriting and brokerage, automobile financing and other financial services. KeyCorp is an equity participant in joint ventures with a number of other unaffiliated companies in Electronic Payment Services, Inc., which operates ATMs throughout the country, and Integrion Financial Network, L.L.C., which acts as an electronic distribution channel to allow KeyCorp to provide electronic financial services to its customers. KeyCorp's principal executive office is located at 127 Public Square, Cleveland, Ohio 44114-1306 (telephone (216) 689-3000). THE SELLING SHAREHOLDERS All of the Shares offered hereby are beneficially owned by the Selling Shareholders and were acquired by the Selling Shareholders pursuant to and in accordance with the Reorganization Agreement. The Reorganization Agreement provides for (i) the Merger and (ii) the subsequent delivery of all shares of capital stock of Champion issued and outstanding immediately following the Merger to Key Bank USA and the Exchange of such shares of capital stock of Champion for the right to receive 3,336,118 KeyCorp Common Shares (that number of KeyCorp Common Shares equal to the sum of $200 million and the dollar value of cash dividends the various Champion entities could have, prior to the Merger, declared payable to the Selling Shareholders (within certain limitations imposed by the Reorganization Agreement) divided by the average of the closing prices of KeyCorp Common Shares as reported by NYSE for the fifteen trading days immediately preceding the fifth trading day prior to the closing of the Exchange). All of the Shares may be offered by the Selling Shareholders for sale hereunder. The Selling Shareholders do not beneficially own any Common Shares or other securities of the Corporation other than the Shares. The Shares represented approximately 1.5% of the outstanding KeyCorp Common Shares as of August 29, 1997. Since the Selling Shareholders may sell all, or some or none of the Shares, no estimate can be made of the aggregate number of Shares that are to be offered -6- 7 hereby or that will be beneficially owned by the Selling Shareholders upon completion of the offering contemplated by this Prospectus. The following table sets forth the name of each Selling Shareholder, the number of KeyCorp Common Shares held by each such person as of August 29, 1997, the number of shares which may be offered for the account of each such person, and the number of KeyCorp Common Shares to be owned by each such person if all the Shares offered hereby are sold.
Number of Shares to Number of Shares Number of Shares Be Owned If All Selling Held at Which May Shares Offered Are Shareholders August 29, 1997 Be Offered Sold in This Offering - ------------ -------------------- ---------------------- --------------------- Joseph P. Goryeb 1,180,484 1,180,484 0 Joseph M. Goryeb 764,704 764,704 0 Richard P. Goryeb 764,704 764,704 0 Marguerite Goryeb 71,894 71,894 0 Marguerite Goryeb 127,040 127,040 0 10 Year GRIT Joseph P. Goryeb 127,040 127,040 0 10 Year GRIT Lynne Goryeb Stock 100,084 100,084 0 Trust Joseph M. Goryeb 100,084 100,084 0 Family Share Trust Richard P. Goryeb 100,084 100,084 0 Family Share Trust
As of the closing of the Exchange, Joseph P. Goryeb, Joseph M. Goryeb and Richard P. Goryeb hold the following respective positions with Champion: Joseph P. Goryeb--Chairman and Chief Executive Officer; Joseph M. Goryeb--Co-President, Co-Chief Operating Officer and Director; and Richard P. Goryeb--Co-President, Co-Chief Operating Officer and Director. Following the Exchange, it is intended that Champion be operated as a subsidiary of the Corporation, and Joseph P. Goryeb, Joseph M. Goryeb, and Richard P. Goryeb will continue to hold their respective positions with Champion -7- 8 pursuant to Employment Agreements entered into under the terms and conditions of the Reorganization Agreement. Under the terms and conditions of the Reorganization Agreement, the Corporation entered into a Registration Rights Agreement, dated as of August 29, 1997, (the "Registration Rights Agreement") with the Selling Shareholders pursuant to which the Corporation agreed to register the Shares under the Securities Act for offer and sale by the Selling Shareholders. Pursuant to the Registration Rights Agreement, the Corporation is obligated to file the Registration Statement no later than 90 days after the closing date of the Exchange, to use its reasonable best efforts to have the Registration Statement become effective, and to keep the Registration Statement continuously effective until the earlier of the date on which the Shares cease to be held by the Selling Shareholders or their assignees or the first anniversary of the closing date of the Exchange. In addition, the Corporation has agreed to pay all fees and expenses incurred by the Corporation in connection with the registration of the Shares pursuant to the Registration Rights Agreement. In addition, the Corporation has agreed to reimburse the Selling Shareholders for up to $5,000 for fees and disbursements of a single law firm serving as special counsel to the Selling Shareholders. All other expenses and fees associated with the sale of the Shares by the Selling Shareholders shall be paid by the Selling Shareholders. USE OF PROCEEDS The Selling Shareholders will offer the Shares as principals for their own accounts. The Corporation will receive none of the proceeds of any such sale. PLAN OF DISTRIBUTION The purpose of this Prospectus is to permit the Selling Shareholders to offer for sale or to sell their Shares at such time and at such prices as they, in their sole discretion, choose. The Corporation will not receive any proceeds from these offerings or sales. The distribution of Shares by the Selling Shareholders, if any, may be effected from time to time in one or more transactions (which may include block transactions) on the open market in ordinary brokerage transactions on the New York Stock Exchange (on which the KeyCorp Common Shares are listed), in privately negotiated transactions, or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices otherwise negotiated. The Selling Shareholders may effect such transactions by selling Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of Shares for whom such broker-dealers may act as agent. The Selling Shareholders and any broker-dealers that participate in the distribution of the Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act and any commission received by them and any profit on the resale of Shares sold by them may be deemed to be underwriting discounts and commissions. -8- 9 One or more supplemental prospectuses will be filed pursuant to Rule 424 under the Securities Act to describe any material arrangement for the resale of the Shares, if and when such arrangements are entered into by the Selling Shareholders and any broker-dealers that participate in the distribution of the Shares. The Corporation has agreed to pay all fees and expenses incurred by the Corporation in connection with the registration of the Shares pursuant to the Registration Rights Agreement. In addition, the Corporation has agreed to reimburse the Selling Shareholders for up to $5,000 for fees and disbursements of special counsel to the Selling Shareholders. All other expenses and fees associated with the sale of the Shares by the Selling Shareholders shall be paid by the Selling Shareholders. Pursuant to the Registration Rights Agreement, the Corporation has filed the Registration Statement, of which this Prospectus forms a part, with respect to the sale of the Shares. The Corporation has agreed to use its reasonable best efforts to keep the Registration Statement continuously effective until the earlier of the date on which the Shares shall cease to be held by the Selling Shareholders or their assignees or the first anniversary of the closing date of the Exchange. Pursuant to the terms of the Registration Rights Agreement, the Corporation and the Selling Shareholders have agreed to indemnify each other and certain other parties, including underwriters, if any, for certain liabilities, including liabilities under the Securities Act, in connection with the registration of the Shares. LEGAL MATTERS The validity of the Shares will be passed upon for the Corporation by Daniel R. Stolzer, Esq., Senior Vice President & Associate General Counsel of the Corporation. EXPERTS The consolidated financial statements of KeyCorp and its subsidiaries incorporated by reference in KeyCorp's Annual Report on Form 10-K for the year ended December 31, 1996, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated therein by reference and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. With respect to the unaudited condensed consolidated interim financial information for the three-month periods ended March 31, 1997 and 1996 and for the three- and six-month periods ended June 30, 1997 and 1996 incorporated by reference in this Prospectus, Ernst & Young LLP have reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports, included in KeyCorp's Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 1997 and June 30, 1997 and incorporated herein by reference, state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their report on such information should be restricted considering the limited nature of the review procedures applied. The independent auditors are not subject to the -9- 10 liability provisions of Section 11 of the Securities Act for their report on the unaudited interim financial information because that report is not a "report" or a "part" of the Registration Statement prepared or certified by the auditors within the meaning of Section 7 and 11 of the Securities Act. -10- 11 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The Corporation will bear the entire cost of the estimated expenses, as set forth in the following table, in connection with the distribution of the securities covered by this Registration Statement. SEC registration fee $ 64,858.43 Legal fees and expenses 15,000.00 Accounting fees and expenses 10,000.00 Miscellaneous 15,000.00 Total $104,858.43 The Corporation shall be responsible for the payment of any additional expenses in connection with the preparation and filing of this Registration Statement. The Corporation shall also be responsible for the reimbursement of the Selling Shareholders for up to $5,000 for fees and disbursements of special counsel serving on behalf of the Selling Shareholders. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under Ohio law, Ohio corporations are authorized to indemnify directors, officers, employees, and agents within prescribed limits and must indemnify them under certain circumstances. Ohio law does not provide statutory authorization for a corporation to indemnify directors, officers, employees, and agents for settlements, fines, or judgments in the context of derivative suits. However, it provides that directors (but not officers, employees, and agents) are entitled to mandatory advancement of expenses, including attorneys' fees, incurred in defending any action, including derivative actions, brought against the director, provided the director agrees to cooperate with the corporation concerning the matter and to repay the amount advanced if it is proved by clear and convincing evidence that his act or failure to act was done with deliberate intent to cause injury to the corporation or with reckless disregard to the corporation's best interests. Ohio law does not authorize payment of judgments to a director, officer, employee, or agent after a finding of negligence or misconduct in a derivative suit absent a court order. Indemnification is required, however, to the extent such person succeeds on the merits. In all other cases, if a director, officer, employee, or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, indemnification is discretionary except as otherwise provided by a corporation's articles, code of regulations, or by contract except with respect to the advancement of expenses of directors. Under Ohio law, a director is not liable for monetary damages unless it is proved by clear and convincing evidence that his action or failure to act was undertaken with deliberate intent to cause injury -11- 12 to the corporation or with reckless disregard for the best interests of the corporation. There is, however, no comparable provision limiting the liability of officers, employees, or agents of a corporation. The statutory right to indemnification is not exclusive in Ohio, and Ohio corporations may, among other things, procure insurance for such persons. The KeyCorp Amended and Restated Regulations provide that KeyCorp shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he is or was a director, officer, or employee of KeyCorp or of any other bank, corporation, partnership, trust, or other enterprise for which he was serving as a director, officer, or employee at the request of KeyCorp. Under the terms of KeyCorp's directors' and officers' liability and Corporation reimbursement insurance policy, directors and officers of KeyCorp are insured against certain liabilities, including liabilities arising under the Securities Act. KeyCorp is a party to Employment Agreements with certain of its executive officers and is also a party to Change of Control Agreements with certain other executive officers, pursuant to which KeyCorp has agreed to indemnify the officer, to the full extent permitted or authorized by Ohio law, if the officer is made or threatened to be made a party to any action, suit, or proceeding by reason of the officer's serving as employee, officer, or director of KeyCorp and/or any of its subsidiaries, and KeyCorp has agreed to advance expenses incurred by the officer in defending any such action, suit, or proceeding. ITEM 16. EXHIBITS See Index to Exhibits. ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule -12- 13 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -13- 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on this 6th day of October, 1997. KEYCORP By: /s/ Thomas C. Stevens --------------------------------- Thomas C. Stevens Executive Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-3 Registration Statement has been signed by the following persons in the capacities indicated. Robert W. Gillespie, Chairman, President and Chief Executive Officer (Principal Executive Officer); K. Brent Somers, Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer); Lee G. Irving, Executive Vice President and Chief Accounting Officer (Principal Accounting Officer); Cecil D. Andrus, Director; William G. Bares, Director; Albert C. Bersticker, Director; Dr. Carol A. Cartwright, Director; Thomas A. Commes, Director; Kenneth M. Curtis, Director; John C. Dimmer, Director; Stephen R. Hardis, Director; Henry S. Hemingway, Director; Charles R. Hogan, Director; Douglas J. McGregor, Director; Henry L. Meyer III, Director; Steven A. Minter, Director; M. Thomas Moore, Director; Richard W. Pogue, Director; Ronald B. Stafford, Director; Dennis W. Sullivan, Director; Peter G. Ten Eyck, II, Director; and Nancy B. Veeder, Director. KEYCORP By: /s/ Thomas C. Stevens --------------------------------- Thomas C. Stevens Attorney-in-Fact October 6, 1997 -14- 15 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 Amended and Restated Articles of Incorporation of KeyCorp. Filed as Exhibit 7 to Form 8-A/A filed on February 25, 1994, and incorporated herein by reference. 4.2 Amended and Restated Regulations of KeyCorp. Filed as Exhibit 2 to Form 8-A/A filed on June 19, 1997, and incorporated herein by reference. 4.3 Restated Rights Agreement, dated as of May 15, 1997, between KeyCorp and KeyBank National Association, as Rights Agent. Filed as Exhibit 1 to Form 8-A filed on June 19, 1997, and incorporated herein by reference. 4.4 Registration Rights Agreement, dated as of August 29, 1997, by and among KeyCorp and the Selling Shareholders. 4.5 Form of Certificate evidencing ownership of KeyCorp Common Shares. Filed as Exhibit 1 to Form 8-A/A filed on June 19, 1997, and incorporated herein by reference. 5 Opinion of Daniel R. Stolzer, Esq. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Daniel R. Stolzer, Esq. (included in Exhibit 5). 24 Powers of Attorney. The Corporation hereby agrees to furnish the Securities and Exchange Commission, upon request, copies of instruments outstanding, including indentures, which define the rights of long-term debt security holders. -15- EX-4.4 2 EXHIBIT 4.4 1 Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of the 29th day of August, 1997, by and among KeyCorp, an Ohio corporation (the "Company"), and the parties listed on Schedule I hereto (the "Holders"), with reference to the following: RECITALS A. This Agreement is made pursuant to the Agreement and Plan of Reorganization, dated as of June 6, 1997 (the "Reorganization Agreement"), by and among the Company, Key Bank USA, National Association, a wholly owned subsidiary of the Company and a national banking association, and Champion Mortgage Co., Inc., Champion Mortgage Corp., Champion Wholesale Corp., Champion Financial Corp. and Champion Mortgage Servicing Corp. (each, a "Champion Entity" and collectively, the "Champion Entities") and Joseph P. Goryeb, Joseph M. Goryeb, Richard P. Goryeb, Marguerite Goryeb, Marguerite Goryeb 10 Year GRIT, Joseph P. Goryeb 10 Year GRIT, Lynne Goryeb Stock Trust, Joseph M. Goryeb Family Share Trust and Richard P. Goryeb Family Share Trust (each, a "Seller" and collectively, the "Sellers"). B. In order to induce the Champion Entities and the Sellers to enter into the Reorganization Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to the Holders. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Reorganization Agreement. AGREEMENT NOW, THEREFORE, on the basis of the foregoing recitals and in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto do agree as follows: 1. DEFINITIONS. As used in this Agreement, capitalized terms not otherwise defined herein have the meanings given such terms in the Reorganization Agreement, and the following terms shall have the following meanings: "AFFILIATE": As to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control," when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms "affiliated," "controlling" and "controlled" have meanings correlative to the foregoing. "AGREEMENT": This Registration Rights Agreement, as the same may be amended, supplemented or modified from time to time in accordance with the terms hereof. 2 "BUSINESS DAY": With respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York, or in any other applicable place where such act is to occur, are authorized or obligated by applicable law, regulation or executive order to close. "CHAMPION ENTITIES": As defined in the recitals above. "COMMISSION": The Securities and Exchange Commission. "COMMON STOCK": Common stock, $1.00 par value per share, of the Company. "COMPANY": KeyCorp, an Ohio corporation, and any successor corporation thereto. "EFFECTIVENESS PERIOD": As defined in Section 2(a) hereof. "EXCHANGE ACT": The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto. "FILING DATE": The date ninety (90) days after the Closing Date. "HOLDER": Each registered holder of any Restricted Stock. "INSPECTORS": As defined in Section 3(h) below. "PERSON": An individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture or an unincorporated organization. "PROCEEDING": An action, claim, suit or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. "PROSPECTUS": The prospectus included in the Shelf Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the issuance or resale of any portion of the Restricted Stock covered by such Shelf Registration Statement, and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus. "RECORDS": As defined in Section 3(h) below. "REORGANIZATION AGREEMENT": As defined in the recitals above. -2- 3 "RESTRICTED STOCK": The shares of Company Common Stock issued in the Exchange to the Sellers. "RULE 144": Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. "RULE 415": Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. "RULE 424": Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. "SECURITIES ACT": The Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder. "SELLERS": As defined in the recitals above. "SHELF REGISTRATION STATEMENT": The registration statement of the Company that covers the resale of any of the Restricted Stock pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement. "SPECIAL COUNSEL": A single firm of attorneys serving as special counsel to the Holders of the Restricted Stock, for which the Holders of the Restricted Stock will be reimbursed in accordance with Section 4(b) hereof. 2. SHELF REGISTRATION. (a) The Company shall use its reasonable best efforts to file with the Commission as soon as practicable after the Closing Date, but in no event later than the Filing Date, one Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering the Restricted Stock. The Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form permitting registration of such Restricted Stock for resale by the Holders in open market transactions (with or without the use of one or more brokers). The Company shall use its reasonable best efforts, as described in Section 3 hereof, to cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, and to keep the Shelf Registration Statement continuously effective under the Securities Act thereafter for the period ending one year after the Closing Date or such shorter period ending when the Restricted Stock shall cease to be held by the Holders or their assignees (the "Effectiveness Period"); -3- 4 (b) The Company shall use its reasonable efforts to keep the Shelf Registration Statement continuously effective by supplementing and amending the Shelf Registration Statement as required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement if required by the Securities Act. 3. REGISTRATION PROCEDURES. In connection with the Company's Shelf Registration Statement, the Company is required by the provisions of Section 2 hereof to effect the registration of Restricted Stock on the appropriate form available to permit the sale of the Restricted Stock in open market transactions (with or without the use of one or more brokers), and pursuant thereto the Company, at its expense and as expeditiously as reasonably possible, agrees to: (a) Furnish to the Holders such number of copies of the Shelf Registration Statement, and each amendment and supplement thereto, preliminary Prospectus, final Prospectus and such other documents as the Holders may reasonably request; (b) Promptly prepare and file with the Commission such amendments, including post-effective amendments, to the Shelf Registration Statement as may be necessary to cause such Shelf Registration Statement to become and remain continuously effective and current for the Effectiveness Period; cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 and Rule 430A under the Securities Act and/or any successor rules that may be adopted by the Commission, as such rules may be amended from time to time; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Shelf Registration Statement during such period in accordance with the intended methods of disposition as contemplated hereby; (c) Use its reasonable best efforts to register or qualify, to the extent necessary, the securities covered by the Shelf Registration Statement under the state securities or "blue sky" laws of up to ten (10) jurisdictions as the Holders may select within ten (10) days prior to the original filing of the Shelf Registration Statement, except that the Company shall not for any purpose be required to execute a general consent to service of process, to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the shares of Common Stock covered by the Shelf Registration Statement; or to subject itself to taxation in any jurisdiction where it would not otherwise be obligated to do so; (d) Notify the Holders promptly after it shall receive notice thereof, of the date and time when the Shelf Registration Statement and each post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of the Shelf Registration Statement has been filed; (e) Notify the Holders promptly of any request by the Commission or any state governmental authority for the amendment or supplementation of the Shelf Registration Statement or Prospectus or for additional information; -4- 5 (f) Prepare and file promptly with the Commission, and promptly notify the Holders of the filing of, such amendments or supplements to the Shelf Registration Statement or Prospectus as may be necessary to correct any misstatements or omissions if to the Company's knowledge, at the time when a Prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such Prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (g) Advise the Holders promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission, any state securities commission, any other governmental agency or any court suspending the effectiveness of the Shelf Registration Statement or the initiation or threatening of any Proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (h) Make available for inspection upon request by any Holder of Restricted Stock covered by the Shelf Registration Statement or by Special Counsel, all financial and other records, pertinent corporate documents and properties of the Company ("Records"), and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such Holder or Special Counsel, in connection with the Shelf Registration Statement, but only to the extent necessary to enable such Holder or its representatives ("Inspectors") to conduct an investigation for purposes of Section 11(a) of the Securities Act. Records which the Company determines, in good faith, to be confidential and which it notifies the Holders or the Inspectors are confidential shall not be disclosed unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement of a material fact or omission to state a material fact in the Shelf Registration Statement, (B) the disclosure of such Records is required by any court or governmental body with jurisdiction over the Holders or the Inspector or (C) all of the information contained in such Records has been made generally available to the public. Each Holder agrees that information obtained by it or its representatives as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such information is made generally available to the public. Each Holder agrees that it will, upon learning that disclosure of such Records is sought from such Holder or any of its representatives in a court of competent jurisdiction or by any governmental body, promptly give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of those Records deemed confidential; PROVIDED, HOWEVER, if the Company shall not disclose any information it deems confidential to any Holder or if the Company shall take any action to prevent disclosure of Records it deems confidential, and, in either case, the Company is otherwise obligated to disclose such information pursuant to the terms of this paragraph, then, in each case, the Company shall indemnify and hold harmless each Holder affected thereby pursuant to an agreement acceptable in form and substance to such Holder in its reasonable discretion (i) List all Common Stock covered by the Shelf Registration Statement on the stock exchange or system, if any, on which the Common Stock of the Company is then listed. -5- 6 The Holders shall furnish to the Company in writing such information regarding the Holders and the intended method of distribution of the Common Stock to be distributed pursuant to the Shelf Registration Statement as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order for the Company to comply with its obligations under all applicable securities and other laws and to ensure that the prospectus relating to such Common Stock conforms to the applicable requirements of the Securities Act. The Holders shall notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by the Holders to the Company or of the occurrence of any event, in either case as a result of which any prospectus relating to the Common Stock contains or would contain an untrue statement of a material fact regarding the Holders or the intended method of distribution of such Common Stock or omits to state any material fact regarding the Holders or the method of distribution of such Common Stock required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to the Holders or the distribution of the Common Stock, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (j) The registration rights of the Holders pursuant to this Agreement and the ability to offer and sell Restricted Stock pursuant to the Shelf Registration Statement are subject to the conditions and limitations contained in this paragraph, and accordingly, each Holder will be deemed to have agreed with the Company to give written notice to the Company no less than five (5) Business Days prior to when such Holder shall sell any Restricted Stock. Following receipt of such notice, the Company shall notify the Holder within five (5) Business Days whether such Holder may not sell the Restricted Stock pursuant to the Shelf Registration Statement or applicable Prospectus; provided, however, that any determination by the Company that such Holder shall not be permitted to sell such Restricted Stock shall be based solely on the following criteria: (i) the happening of any event of the kind described in Section 3(e) through 3(g) hereof requiring the preparation and delivery of a supplemented or amended Prospectus as contemplated herein which Prospectus shall not yet have been prepared and/or delivered to the Holders, or (ii) the determination by the Company in its good faith judgment that the use of any Prospectus would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose. If the Company does not respond to a Holder's notice of its intention to sell within the five (5) Business Day period following receipt of such notice, the Holder shall be permitted to sell such -6- 7 Restricted Stock commencing on the fifth Business Day, without any liability under the terms of this Agreement. 4. REGISTRATION EXPENSES. (a) All fees and expenses of the Company incident to the performance of or compliance with this Agreement by the Company shall be borne by it whether or not the Shelf Registration Statement is filed or becomes effective and whether or not any securities are issued or sold pursuant to any Shelf Registration Statement. (b) In connection with the registration hereunder, the Company shall reimburse the Holders of the Restricted Stock being registered or tendered for in such registration for up to $5,000 for fees and disbursements of Special Counsel, which firm shall be chosen by the Holders of a majority in aggregate principal amount of the Restricted Stock. 5. INDEMNIFICATION. (a) The Company hereby agrees to indemnify and hold harmless each Holder of Restricted Stock that is included in the Shelf Registration Statement pursuant to the provisions of this Agreement, and each Person who controls such Holder within the meaning of the Securities Act from and against, and agrees to reimburse such Holder and its controlling Persons with respect to, any and all claims, actions (actual or threatened), demands, losses, damages, liabilities, costs and expenses to which such Holder and its controlling Persons may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by (i) an untrue statement or alleged untrue statement or omission or alleged omission contained in written information furnished by such Holder or such controlling Person for use in the preparation of the Shelf Registration Statement; (ii) any untrue statement or alleged untrue statement of material fact contained in, or any omission or alleged omission of a material fact from, a Prospectus if (x) a later Prospectus corrects the untrue statement or alleged untrue statement, or omission or alleged omission, which is the basis for the claim, action, demand, loss, damage, liability, cost or expense for which indemnification is sought, and (y) a copy of the later Prospectus had been made available to the Holders in a timely fashion in accordance with the Securities Act and had not been sent or given to such purchaser at or prior to confirmation of sale to such purchaser and the Holder seeking indemnification was under an obligation to deliver such later Prospectus to the purchaser; (iii) the offer or sale of the Restricted Stock pursuant to the Shelf Registration Statement following notification by the Company that such sale is prohibited; or (iv) -7- 8 the failure of any Holder to provide the notice to the Company of intended sale of Restricted Stock required by Section 3 hereof. (b) Each Holder of shares of Restricted Stock that are included in the Shelf Registration Statement pursuant to the provisions of this Agreement hereby agrees to indemnify and hold harmless the Company, its officers, directors and each Person who controls the Company within the meaning of the Securities Act, from and against, and agrees to reimburse the Company, its officers, directors and controlling Persons with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which the Company, its officers, directors or such controlling Persons may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based upon (i) any untrue or alleged untrue statement of any material fact contained in the Shelf Registration Statement, any Prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon written information furnished by such Holder for use in the preparation thereof; (ii) the offer or sale of the Restricted Stock pursuant to the Shelf Registration Statement following notification by the Company that such sale is prohibited; or (iii) the failure of any Holder to provide the notice to the Company of intended sale of Restricted Stock required by Section 3 hereof; provided, however, that a Holder shall not be liable in any case to the extent such claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact from, a Prospectus if (x) a later Prospectus shall correct the untrue statement or alleged untrue statement, or omission or alleged omission, which is the basis for the claims, actions, demands, losses, damages, liabilities, costs or expenses for such indemnification is sought and (y) a copy of the later Prospectus had been made available to the Holders in a timely fashion in accordance with the Securities Act and had not been sent or given to such purchaser at or prior to confirmation of sale to such purchaser and the Company, another Holder, or a controlling Person other than the Holder shall have been under an obligation to deliver such later Prospectus. (c) Promptly after receipt by a party indemnified pursuant to the provisions of subsection (a) or (b) of this Section 5 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim therefor is to be made against the indemnifying party pursuant to the provisions of subsection (a) or (b), notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to an indemnified party otherwise than under this Section 5 and shall not relieve the indemnifying party from liability under this Section 5 unless such indemnifying party is prejudiced by such omission. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying parties similarly notified, to assume the defense thereof, with -8- 9 counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel reasonably acceptable to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying party of the defense of such action, and reasonable approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under subsection (a) or (b) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall be liable to an indemnified party for any settlement of any action or claim without the prior written consent of the indemnifying party and no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim or litigation. (d) If the indemnification provided for in subsection (a) or (b) of this Section 5 is held by a court of competent jurisdiction to be unavailable to a party to be indemnified with respect to any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to therein, then each indemnifying party under any such subsection, in lieu of indemnifying such indemnified party thereunder, hereby agrees to contribute to the amount paid or payable by such indemnified party as a result of such claims, actions, demands, losses, damages, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the Holders on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. Notwithstanding the foregoing, the amount any Holder of Restricted Stock shall be obligated to contribute pursuant to this subsection (d) shall be limited to an amount equal to the per share public offering price multiplied by the number of shares of Restricted Stock sold by such Holder pursuant to the registration statement that gives rise to such obligation to contribute. The relative fault of the Company on the one hand and the Holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. -9- 10 Notwithstanding anything in this Agreement to the contrary, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification or contribution hereunder from any person who was not guilty of such fraudulent misrepresentation. 6. REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT. The Company agrees to use its reasonable best efforts to file timely such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. 7. REPRESENTATIONS AND WARRANTIES. (a) Each of the Holders hereby represents and warrants to the Company (i) that he or it has full power, authority and capacity to execute and deliver this Agreement and to perform his or its obligations hereunder, and (ii) that this Agreement has been duly executed and delivered by such Holder and constitutes a valid and binding agreement of such Holder, enforceable in accordance with its terms and conditions, except in each case, as limited by the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally and court decisions with respect thereto. (b) The Company hereby represents and warrants to the Holders (i) that it has been duly organized and is an existing corporation in good standing as a corporation under the laws of the State of Ohio, (ii) that it has full power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder, and (iii) that this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms and conditions, except in each case, as limited by the effect of bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally and court decisions with respect thereto. -10- 11 8. MISCELLANEOUS ------------- (a) AMENDMENTS AND WAIVERS. With the written consent of the Holders of a majority of the shares of Restricted Stock, the obligations of the Company and the rights of the Holders under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), and with the same consent the Company, when authorized by resolution of its Board of Directors, may enter into a supplementary agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of any supplemental agreement or modifying in any manner the rights and obligations hereunder of the Holders and the Company; provided, however, that no such waiver or supplemental agreement shall reduce the aforesaid proportion of Restricted Stock, the Holders of which are required to consent to any waiver or supplemental agreement, without the consent of the Holders of all of the Restricted Stock. Upon the effectuation of each such waiver, consent or agreement of amendment or modification, the Company agrees to give promptly written notice thereof to the Holders of the Restricted Stock who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 8(a). Specifically, but without limiting the generality of the foregoing, the failure of the Holders at any time or times to require performance of any provision hereof by the Company shall in no manner affect the right of the Holders at a later time to enforce the same. No waiver by any party of the breach of any term or provision contained in this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement. (b) NOTICES. All notices and other communications provided for herein shall be made in writing by hand-delivery, next-day air courier, certified first-class mail, return receipt requested, telex or telecopy: (i) if to the Company, as provided in the Reorganization Agreement, (ii) if to any Holder of any Restricted Stock, to the address of such Holder as it appears in the Common Stock register of the Company. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when (v) delivered by hand, if personally delivered, (w) one Business Day after being timely delivered to a next-day air courier, (x) five Business Days after being deposited in the mail, postage prepaid, if mailed, (y) when answered back, if telexed or (z) when receipt is acknowledged by the recipient's telecopier machine, if telecopied. (c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each -11- 12 Holder of the Restricted Stock. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder of the Restricted Stock. Notwithstanding the foregoing, no transferee shall have any of the rights granted under this Agreement until such transferee shall acknowledge its rights and obligations hereunder by a signed written statement of such transferee's acceptance of such rights and obligations. (d) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. (e) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed entirely within the State of New York. (f) SEVERABILITY. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (g) CONSTRUCTION. All Section and other subdivision titles or captions contained in this Agreement are for convenience of reference only and shall not effect the meaning or interpretation of any provision of this Agreement. All terms used in this Agreement include, where appropriate the singular as well as the plural and the masculine, feminine and neuter genders. The words "herein", "hereof " and "hereunder", and other words of similar import, refer to this Agreement as a whole and not to any particular Section or other subdivision; and all Section and other subdivision references contained herein refer to Sections and other subdivisions hereof. Use herein of the term "or" is not intended to be exclusive, unless the context clearly requires. All provisions hereof apply to successive events and transactions. -12- 13 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. KEYCORP By: /s/ Daniel R. Stolzer ----------------------------- Name: Daniel R. Stolzer Title: Authorized Officer HOLDERS: /s/ Joseph P. Goryeb ----------------------------- Joseph P. Goryeb /s/ Joseph M. Goryeb ----------------------------- Joseph M. Goryeb /s/ Richard P. Goryeb ----------------------------- Richard P. Goryeb /s/ Marguerite Goryeb ----------------------------- Marguerite Goryeb Joseph P. Goryeb 10 Year GRIT /s/ Joseph M. Goryeb ----------------------------- By: Joseph M. Goryeb As: Marguerite Goryeb 10 Year GRIT /s/ Joseph M. Goryeb -------------------------- By: Joseph M. Goryeb As: -13- 14 Lynne Goryeb Stock Trust /s/ Marguerite Goryeb -------------------------- By: Marguerite Goryeb As: Joseph M. Goryeb Family Share Trust /s/ Joseph C. Graff -------------------------- By: Joseph C. Graff As: Richard P. Goryeb Family Share Trust /s/ Joseph C. Graff -------------------------- By: Joseph C. Graff As: -14- EX-5 3 EXHIBIT 5 1 Exhibit 5 [KeyCorp Letterhead] October 6, 1997 KeyCorp 127 Public Square Cleveland, Ohio 44114 Re: KeyCorp Form S-3 Registration Statement -- 3,336,118 Common Shares Ladies and Gentlemen: KeyCorp ("KeyCorp") is filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the "Registration Statement") for the registration, under the Securities Act of 1933, as amended, of 3,336,118 Common Shares, with a par value of $1 each (the "Common Shares"), of KeyCorp, owned by the former shareholders of Champion Mortgage Co., Inc. Item 601 of Regulation S-K requires that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-3 registration statement. This opinion is provided in satisfaction of that requirement as it relates to the Registration Statement. In connection with this opinion, I have examined the following documents: A. A copy of the Amended and Restated Articles of Incorporation and the Amended and Restated Regulations of KeyCorp. B. The records of the proceedings incorporating KeyCorp under the laws of the State of Ohio, records of other proceedings and public officials concerning the present status of KeyCorp as a corporation, and records of the proceedings of KeyCorp's Board of Directors and shareholders concerning the authorization and issuance of the Common Shares. I have also examined such other records and documents, and obtained such other information, as I have deemed advisable in order to render this opinion. As a result of the foregoing, I am of the opinion that: 1. KeyCorp is a corporation validly organized and existing and in good standing under the laws of the State of Ohio. 2 2. KeyCorp is authorized to issue 900,000,000 Common Shares, of which 245,944,390 Common Shares were issued and 219,570,450 Common Shares were outstanding as of August 31, 1997. When issued, the Common Shares which are the subject of the Registration Statement will be legally issued, fully paid, and non-assessable. I hereby consent to the use and filing of this opinion in connection with the Registration Statement. Very truly yours, KEYCORP /s/ Daniel R. Stolzer Daniel R. Stolzer Senior Vice President & Associate General Counsel EX-23.1 4 EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of KeyCorp for the registration of 3,336,118 shares of its common stock and to the incorporation by reference therein of our report dated January 15, 1997, with respect to the consolidated financial statements of KeyCorp incorporated by reference in its Annual Report (Form 1O-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Cleveland, Ohio October 1, 1997 EX-24 5 EXHIBIT 24 1 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Robert W. Gillespie ---------------------------- 2 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 24, 1997. By:/s/ K. Brent Somers ------------------------- 3 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 22, 1997. By:/s/ Lee G. Irving ------------------------ 4 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Cecil D. Andrus -------------------------- 5 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ William G. Bares ------------------------ 6 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Albert C. Bersticker ------------------------------ 7 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Dr. Carol A. Cartwright ------------------------------ 8 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Thomas A. Commes ------------------------- 9 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Kenneth M. Curtis --------------------- 10 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ John C. Dimmer ----------------------- 11 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Stephen R. Hardis ------------------------- 12 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Henry S. Hemingway -------------------------- 13 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Charles R. Hogan ------------------------ 14 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Douglas J. McGregor ------------------------------ 15 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Henry L. Meyer III --------------------------- 16 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Steven A. Minter ------------------------- 17 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ M. Thomas Moore -------------------------- 18 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Richard W. Pogue --------------------------- 19 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Ronald B. Stafford ---------------------------- 20 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Dennis W. Sullivan --------------------------- 21 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Peter G. Ten Eyck, II -------------------------------- 22 Exhibit 24 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 applicable) to effect the shelf registration pursuant to Rule 415 (or other applicable rules) of the Securities and Exchange Commission of up to 3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the associated Rights), previously issued to the former shareholders of Champion Mortgage Co., Inc. and to be sold from time to time in one or more offerings, hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C. Stevens 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 September 18, 1997. By:/s/ Nancy B. Veeder ------------------------ -----END PRIVACY-ENHANCED MESSAGE-----