<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>l96221aexv24.txt
<DESCRIPTION>EXHIBIT 24
<TEXT>
<PAGE>



                                                                      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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                         /s/ Henry L. Meyer, III
                                         President, Chief Operating Officer and
                                         Director



<PAGE>


         The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                       /s/ K. Brent Somers
                                       Senior Executive Vice President and
                                       Chief Financial Officer


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 19, 2002.

                                        /s/ Lee G. Irving
                                        Executive Vice President and
                                        Chief Accounting Officer


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes .

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                 /s/ Cecil D. Andrus
                                                 Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                  /s/ William G. Bares
                                                  Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                 /s/ Edward P. Campbell
                                                 Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                              /s/ Carol A. Cartwright
                                              Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                     /s/ Alexander M. Cutler
                                                     Director

<PAGE>

                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                              /s/ Henry S. Hemingway
                                              Director


<PAGE>





                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                               /s/ Charles R. Hogan
                                               Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                 /s/ Shirley A. Jackson
                                                 Director

<PAGE>

                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                 /s/ Douglas J. McGregor
                                                 Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                  /s/ Steven A. Minter
                                                  Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                    /s/ Bill R. Sanford
                                                    Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                    /s/ Ronald B. Stafford
                                                    Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                  /s/ Thomas C. Stevens
                                                  Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                 /s/ Dennis W. Sullivan
                                                 Director


<PAGE>


                                     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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-8 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Chief Executive Officer Restricted Stock Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.

         IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of July 18, 2002.

                                                 /s/ Peter G. Ten Eyck
                                                 Director

</TEXT>
</DOCUMENT>
