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<SEC-DOCUMENT>0000950152-03-006850.txt : 20030716
<SEC-HEADER>0000950152-03-006850.hdr.sgml : 20030716
<ACCEPTANCE-DATETIME>20030716103330
ACCESSION NUMBER:		0000950152-03-006850
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030716
EFFECTIVENESS DATE:		20030716

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-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-107076
		FILM NUMBER:		03788419

	BUSINESS ADDRESS:	
		STREET 1:		127 PUBLIC SQ
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44114-1306
		BUSINESS PHONE:		2166896300

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>l01889asv8.txt
<DESCRIPTION>KEYCORP S-8/AMENDED-RESTATED DISC. STOCK PURCHASE
<TEXT>
<PAGE>
     As filed with the Securities and Exchange Commission on July 16, 2003.

                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                                     KEYCORP
             (Exact Name of Registrant as Specified in Its Charter)

                                      OHIO
         (State or Other Jurisdiction of Incorporation or Organization)

                                   34-6542451
                     (I.R.S. Employer Identification Number)

                                127 PUBLIC SQUARE
                              CLEVELAND, OHIO 44114
                    (Address of Principal Executive Offices)
                              --------------------

                          KEYCORP AMENDED AND RESTATED
                         DISCOUNTED STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                              --------------------

                                STEVEN N. BULLOCH
                               ASSISTANT SECRETARY

                                     KEYCORP
                                127 PUBLIC SQUARE
                              CLEVELAND, OHIO 44114
                     (Name and Address of Agent For Service)

                                 (216) 689-5109
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
 Title of Securities to       Amount to be          Proposed Maximum        Proposed Maximum           Amount of
      be Registered            Registered          Offering Price Per      Aggregate Offering      Registration Fee
                                                        Share (1)              Price (1)
- ------------------------      ------------         ------------------      ------------------      ----------------
<S>                           <C>                  <C>                     <C>                     <C>
Common Shares with a          2,000,000 shares          $ 25.38                 $50,760,000            $ 4,106.48
par value of $1 each (2)
===================================================================================================================
</TABLE>


(1)      As calculated pursuant to Rule 457(h) under the Securities Act of 1933,
         as amended (the "Securities Act"), the maximum aggregate offering price
         is based on the average of the high and low prices of KeyCorp Common
         Shares, with a par value of $1 each (the "Common Shares"), for July 11,
         2003.

(2)      Each Common Share includes an associated right to purchase one Common
         Share (the "Right"). Until the occurrence of certain prescribed events,
         none of which has occurred, the Right is not exercisable, is evidenced
         by the certificate representing the Common Share, and will be
         transferred along with and only with the Common Share.
<PAGE>
                              EXPLANATORY STATEMENT

Pursuant to General Instruction E of Form S-8, this Registration Statement
registers an additional 2,000,000 KeyCorp Common Shares to be available for
purchase under the KeyCorp Amended and Restated Discounted Stock Purchase Plan.
KeyCorp previously registered KeyCorp Common Shares for purchase under the plan
on Registration Statement on Form S-8, File No. 333-65391, filed with the
Securities and Exchange Commission on October 6, 1998. The contents of
Registration Statement File No. 333-65391 are incorporated herein by reference.
KeyCorp's shareholders approved the increase in number of shares available for
purchase under the plan at KeyCorp's 2003 Annual Meeting of Shareholders on May
22, 2003.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

The Exhibits to this Registration Statement are listed in the Exhibit Index on
page 3, and are incorporated herein by reference.




                                       1

<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act, KeyCorp certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on this 16th day of July, 2003.

KEYCORP

By:      /s/ Steven N. Bulloch
         -------------------------------
         Steven N. Bulloch
         Assistant Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                  DATE
- ---------                                -----                                  ----
<S>                                      <C>                                    <C>
Henry L. Meyer III                       Chairman, Chief Executive Officer,     July 16, 2003
                                         President and Director (Principal
                                         Executive Officer)

Jeffrey B. Weeden                        Senior Executive Vice President and    July 16, 2003
                                         Chief Financial Officer

Lee G. Irving                            Executive Vice President and Chief     July 16, 2003
                                         Accounting Officer (Principal
                                         Accounting Officer)

Cecil D. Andrus                          Director                               July 16, 2003

William G. Bares                         Director                               July 16, 2003

Edward P. Campbell                       Director                               July 16, 2003

Carol A. Cartwright                      Director                               July 16, 2003

Alexander M. Cutler                      Director                               July 16, 2003

Henry S. Hemingway                       Director                               July 16, 2003

Charles R. Hogan                         Director                               July 16, 2003

Shirley A. Jackson                       Director                               July 16, 2003

Douglas J. McGregor                      Director                               July 16, 2003

Eduardo R. Menasce                       Director                               July 16, 2003

Steven A. Minter                         Director                               July 16, 2003

Bill R. Sanford                          Director                               July 16, 2003

Thomas C. Stevens                        Director                               July 16, 2003

Dennis W. Sullivan                       Director                               July 16, 2003

Peter G. Ten Eyck, II                    Director                               July 16, 2003
</TABLE>

The undersigned, by signing his name hereto, executes this Registration
Statement on Form S-8 pursuant to Powers of Attorney executed by the above-named
Officers and Directors and filed with the Securities and Exchange Commission as
Exhibit 24 hereto.

By:  /s/ Steven N. Bulloch                           Date:  July 16, 2003
     -----------------------------------
     Steven N. Bulloch
     Attorney-in-Fact

                                       2
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.:          DESCRIPTION
<S>                   <C>
4(a)                  Amended and Restated Articles of Incorporation of KeyCorp filed as Exhibit 3 to Form 10-Q for the
                      quarter ended September 30, 1998, and incorporated herein by reference.

4(b)                  Amended and Restated Regulations of KeyCorp, effective May 23, 2002, filed as Exhibit 3.2
                      to Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.

4(c)                  Restated Rights Agreement, dated as of May 15, 1997, between KeyCorp and KeyBank National Association, as
                      Rights Agent, filed on June 19, 1997, as Exhibit 1 to Form 8-A, and incorporated herein by reference.

15                    Acknowledgment Letter of Ernst & Young LLP.

23                    Consent of Ernst & Young LLP.

24                    Powers of attorney pursuant to which certain officers and Directors have signed this Form S-8
                      Registration Statement.
</TABLE>

                                       3






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15
<SEQUENCE>3
<FILENAME>l01889aexv15.txt
<DESCRIPTION>EXHIBIT 15
<TEXT>
<PAGE>
                                                                      Exhibit 15



                  ACKNOWLEDGMENT LETTER OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
KeyCorp

We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of KeyCorp pertaining to the KeyCorp Amended and Restated Discounted
Stock Purchase Plan of our report dated April 14, 2003 relating to the unaudited
condensed consolidated interim financial statements of KeyCorp that are included
in its Form 10-Q for the quarter ended March 31, 2003.

                                                           /s/ Ernst & Young LLP

Cleveland, Ohio
July 14, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>l01889aexv23.txt
<DESCRIPTION>EXHIBIT 23
<TEXT>
<PAGE>

                                                                      Exhibit 23



                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) of KeyCorp pertaining to the KeyCorp Amended and Restated Discounted Stock
Purchase Plan of our report dated January 13, 2003, with respect to the
consolidated financial statements of KeyCorp incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 2002.

                                                           /s/ Ernst & Young LLP

Cleveland, Ohio
July 14, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>l01889aexv24.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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /s/ Henry L. Meyer III
                               -------------------------------------------------
                               Chairman, Chief Executive Officer, President, and
                               Director (Principal Executive 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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /s/ Jeffrey B. Weeden
                               -------------------------------------------------
                               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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /s/ Lee. G. Irving
                               -------------------------------------------------
                               Executive Vice President and Chief Accounting
                               Officer (Principal 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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /s/ Eduardo R. Menasce
                               -------------------------------------------------
                               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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /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 Amended and Restated Discounted Stock Purchase Plan,
hereby constitutes and appoints Steven N. Bulloch, Paul N. Harris 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 May 22, 2003.

                               /s/ Peter G. Ten Eyck, II
                               -------------------------------------------------
                               Director

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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