KeyCorp Announces Final Exchange Ratios for Its Series A Preferred Stock Exchange...

KeyCorp Announces Final Exchange Ratios for Its Series A Preferred Stock
Exchange Offer and for Its Separate Trust Preferred Securities Exchange Offer

CLEVELAND, June 29 /PRNewswire-FirstCall/ -- KeyCorp (NYSE: KEY) announced
today that it has determined the final exchange ratio in connection with its
previously announced offer to exchange common shares of KeyCorp for any and
all outstanding shares of KeyCorp's 7.750% Non-Cumulative Perpetual
Convertible Preferred Stock, Series A (the "Series A Exchange Offer").
KeyCorp further announced today that it has determined the final exchange
ratios in connection with its separate offer to exchange (the "Trust Preferred
Exchange Offer") common shares of KeyCorp for any and all Trust Preferred
Securities of KeyCorp Capital I, KeyCorp Capital II, KeyCorp Capital III and
KeyCorp Capital VII (the "Capital Trusts").

In accordance with the terms of the Series A Exchange Offer as set forth in
KeyCorp's Offer to Exchange, dated June 3, 2009, and related letter of
transmittal, filed with the Securities and Exchange Commission (the "SEC") as
exhibits to KeyCorp's Schedule TO on June 3, 2009, as amended, KeyCorp
determined that the exchange ratio for the Series A Exchange Offer is 13.7210
common shares for each share of Series A preferred stock accepted for
exchange. The total number of KeyCorp common shares issuable for each share
of Series A preferred stock accepted for exchange was determined by adding (i)
7.0922 KeyCorp common shares to (ii) the number of common shares equal to
$35.00 divided by $5.28, the arithmetic average of the daily volume-weighted
average per share price of KeyCorp common shares for each trading day in the
five consecutive trading day period ended June 26, 2009.

In accordance with the terms of the Trust Preferred Exchange Offer, as set
forth in KeyCorp's Exchange Offer and Solicitation Statement, dated June 3,
2009, and related letter of transmittal and consent, KeyCorp has determined
the final exchange ratios (both for the Early Tender Period and the Final
Tender Period) for each series of Trust Preferred Securities and listed the
ratios in the table below.

The tender period for the Trust Preferred Exchange Offer is comprised of two
parts, an early tender period that expired at 5:00 p.m., New York City time,
on June 16, 2009 (the "Early Tender Period"), and a final tender period that
began immediately following the Early Tender Period and expires on the
expiration date of the Trust Preferred Exchange Offer (the "Final Tender
Period"). The total number of KeyCorp common shares issuable for each $1,000
liquidation preference of Trust Preferred Securities tendered during the Early
Tender Period (and not subsequently withdrawn) is equal to the sum of (i) (A)
the applicable exchange value for each Capital Trust and (B) the early tender
premium value, each divided by (ii) $5.2801, which is the arithmetic average
of the per share volume weighted average price of KeyCorp common shares for
each trading day in the five consecutive trading day period ended June 26,
2009. The total number of KeyCorp common shares issuable for each $1,000
liquidation preference of Trust Preferred Securities tendered (and not
subsequently withdrawn) during the Final Tender Period is equal to the
applicable exchange value for each Capital Trust divided by $5.2801. The
number of KeyCorp common shares issuable for each $1,000 liquidation
preference of Trust Preferred Securities for holders who tender during the
Early Tender Period and Final Tender Period, as applicable, is listed below:

Exchange Exchange
Ratio/ Ratio/
Number Number
of of
Common Common
Shares Shares
per per
$1,000 $1,000
Liquidation Liquidation
Preference Preference
of of
Trust Trust
Preferred Preferred
Secur- Secur-
Early Total ities ities
Tender Exchange (Early (Final
Title of Exchange Premium Value Tender Tender
CUSIP Securities Issuer Value Value Period) Period)
49326MAA3 Floating KeyCorp $700 $50 $750 142.0428 132.5732
Rate Capital I
Capital
Securities
49325YAA7 6-7/8% KeyCorp $800 $50 $850 160.9818 151.5123
Capital Capital
Securities II
49326QAA4 7-3/4% KeyCorp $800 $50 $850 160.9818 151.5123
Capital Capital
Securities III
49327LAA4 5.70% KeyCorp $800 $50 $850 160.9818 151.5123
Capital Capital
Securities VII

The Series A Exchange Offer and the Trust Preferred Exchange Offer will each
expire at 11:59 p.m., New York City time, on Tuesday, June 30, 2009, unless
extended or earlier terminated by KeyCorp. Securities that are tendered into
either exchange offer may be withdrawn at any time prior to this date. To
receive the consideration in either the Series A Exchange Offer or the Trust
Preferred Exchange Offer, holders must validly tender and not withdraw their
securities prior to the expiration date. KeyCorp will deliver the
consideration for each exchange offer promptly after the expiration date of
such exchange offer, on or about July 6, 2009. The consummation of the Series
A Exchange Offer is not conditioned on the consummation of the Trust Preferred
Exchange Offer or vice versa.

J.P. Morgan Securities Inc. is acting as KeyCorp's sole financial advisor in
connection with the Series A Exchange Offer. J.P. Morgan Securities Inc.
and Morgan Stanley are acting as KeyCorp's joint financial advisors in
connection with the Trust Preferred Exchange Offer. In addition, Morgan
Stanley is KeyCorp's capital advisor on all of its capital execution plans
related to the U.S. Government's Supervisory Capital Assessment Program. The
advisors have not been retained to, and will not, solicit acceptances of the
exchange offers or make any recommendations to holders with respect thereto.
The complete terms and conditions of the Series A Exchange Offer are set forth
in the Offer to Exchange and letter of transmittal that have been sent to
holders of the Series A Preferred Stock. The complete terms and conditions of
the Trust Preferred Exchange Offer are set forth in the Exchange Offer and
Solicitation Statement and letter of transmittal that have been sent to
holders of the Trust Preferred Securities. Holders are urged to read
carefully the exchange offer documents relating to the securities they hold.

Copies of the respective Offers to Exchange and letters of transmittal
relating to the Series A Exchange Offer and of the Exchange Offer and
Solicitation Statement and letter of transmittal relating to the Trust
Preferred Exchange Offer may be obtained from D.F. King & Co., Inc., the
information agent for each of the Series A Exchange Offer and the Trust
Preferred Exchange Offer, at (800) 431-9633 or, for bankers and brokers, at
(212) 269-5550 (Collect). The Exchange Agent for each of the exchange offers
is Computershare Trust Company, N.A., which may be contacted at (781)
575-2332. The Offer to Exchange, letter of transmittal and other related
documents for the Series A Exchange Offer have also been filed with the SEC on
Schedule TO and may be obtained for free at the SEC's website, www.sec.gov.
Both of the offers to exchange are being made in reliance upon the exemption
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), provided by Section 3(a)(9) of the Securities Act.
This press release is neither an offer to purchase nor a solicitation to buy
any shares of the Series A Preferred Stock and/or Trust Preferred Securities,
nor is it a solicitation for acceptance of the respective exchange offers.
KeyCorp is making the respective exchange offers only by, and pursuant to the
terms of, the Offer to Exchange and related letters of transmittal, in the
case of the Series A Exchange Offer, and the Exchange Offer and Solicitation
Statement and related letter of transmittal, in the case of the Trust
Preferred Exchange Offer. The respective exchange offers are not being made
in any jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
None of KeyCorp or its affiliates, the trustees of the Capital Trusts, the
exchange agent, the information agent, the financial advisors or the capital
advisor is making any recommendation as to whether or not holders should
tender their shares of Series A Preferred Stock and/or Trust Preferred
Securities in connection with the respective exchange offers.

Cleveland-based KeyCorp is one of the nation's largest bank-based financial
services companies, with assets of approximately $98 billion. BusinessWeek
Magazine named Key the top bank in its Customer Service Champ 2009 edition,
ranking Key 11th out of the top-25 companies that include many known for their
customer service acumen. Key companies provide investment management, retail
and commercial banking, consumer finance, and investment banking products and
services to individuals and companies throughout the United States and, for
certain businesses, internationally. For more information, visit
https://www.key.com/.

You may obtain these documents by contacting KeyCorp, Investor Relations, at
(216) 689-4221 or by email at KeyCorp_Capital_Exchange@KeyBank.com.

This press release contains what we believe are "forward-looking statements"
about our financial condition, results of operations, asset quality trends and
profitability. Forward-looking statements are not historical facts but
instead represent only management's current expectations and forecasts
regarding future events, many of which, by their nature, are inherently
uncertain and outside of KeyCorp's control. KeyCorp's actual results and
financial condition may differ, possibly materially, from the anticipated
results and financial condition indicated in these forward-looking statements.

Factors that may cause actual results to differ materially include, among
other things: (1) adverse capital markets conditions and the inability to
raise equity and other funding in the capital markets; (2) further downgrades
in our credit ratings; (3) unprecedented volatility in the stock markets,
public debt markets and other capital markets, including continued disruption
in the fixed income markets;(4) changes in interest rates; (5) changes in
trade, monetary or fiscal policy; (6) asset price deterioration has had (and
may continue to have) a negative effect on the valuation of certain asset
categories represented on KeyCorp's balance sheet; (7) continuation of the
recent deterioration in general economic conditions, or in the condition of
the local economies or industries in which we have significant operations or
assets, which could, among other things, materially impact credit quality
trends and our ability to generate loans; (8) continued disruption in the
housing markets and related conditions in the financial markets; (9) increased
competitive pressure among financial services companies due to the recent
consolidation of competing financial institutions and the conversion of
certain investment banks to bank holding companies; (10) heightened legal
standards and regulatory practices, requirements or expectations; (11) the
inability to successfully execute strategic initiatives designed to grow
revenues and/or manage expenses; (12) increased FDIC deposit insurance
premiums; (13) difficulty in attracting and/or retaining key executives and/or
relationship managers; (14) consummation of significant business combinations
or divestitures; (15) operational or risk management failures due to
technological or other factors; (16) changes in accounting or tax practices or
requirements; (17) new legal obligations or liabilities or unfavorable
resolution of litigation; and (18) disruption in the economy and general
business climate as a result of terrorist activities or military actions.

For additional information on KeyCorp and the factors that could cause
KeyCorp's actual results or financial condition to differ materially from
those described in the forward-looking statements consult KeyCorp's Annual
Report on Form 10-K for the year ended December 31, 2008, and subsequent
filings with the Securities and Exchange Commission available on the
Securities and Exchange Commission's website (www.sec.gov). Forward-looking
statements are not guarantees of future performance and should not be relied
upon as representing management's views as of any subsequent date. We do not
assume any obligation to update these forward-looking statements.

SOURCE KeyCorp

Media Contact: William C. Murschel, +1-216-828-7416,
william_c_murschel@keybank.com, Analyst Contacts: Vernon L. Patterson,
+1-216-689-0520, vernon_patterson@keybank.com, or Christopher F. Sikora,
+1-216-689-3133, chris_sikora@keybank.com, Key Media Newsroom:
www.Key.com/newsroom, INVESTOR RELATIONS: www.key.com/ir