KeyCorp To Sell Victory Capital Management And Affiliate For $246 Million

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CLEVELAND, Feb. 21, 2013 /PRNewswire/ -- KeyCorp (NYSE: KEY) announced today
that it has agreed to sell the company's investment management subsidiary
Victory Capital Management and its broker dealer affiliate Victory Capital
Advisers to a private equity fund sponsored by Crestview Partners for $246
million in cash and debt, subject to adjustment at closing. Key intends to
seek regulatory approval to use the gain from the sale to repurchase shares of
its common stock.

"For Key, the divestiture is consistent with our strategic focus on businesses
that leverage the competitive advantages of our core relationship banking
model," said Chairman and CEO Beth E. Mooney. "In addition, this transaction
partners Victory with a widely recognized acquirer, allowing Victory to operate
as a pure play investment management business, with management owning an equity
position."

The sale price consists of $201 million of cash at closing and a seller note.
The initial face amount of the note will be $45 million, with its final value
determined at the end of 2013. KeyCorp estimates the after-tax gain on the
closing of the transaction in the range of $145 to $155 million, subject to
final valuation of the note. The business to be sold represented $112 million
in revenue and $88 million in expense of KeyCorp's financial results in 2012.

Victory Capital Management has approximately $22 billion of assets under
management and offers a wide range of investment strategies and vehicles for
institutional and individual clients. Victory Capital Advisors, a registered
broker dealer, provides mutual fund distribution services.

Crestview Partners is a value-oriented private equity firm based in New York
City, with approximately $4 billion of capital under management.

The sale is expected to close during the third quarter of 2013. It was approved
by the Victory Mutual Fund Board of Directors, and is subject to customary
closing conditions and consents of the Victory Mutual Fund shareholders and
certain investment advisory clients.

Morgan Stanley & Co. LLC acted as exclusive financial advisor and Sullivan &
Cromwell LLP provided legal advice to KeyCorp.

About KeyCorp
Key traces its history back more than 160 years and is headquartered in
Cleveland, Ohio. One of the nation's largest bank-based financial services
companies, Key has assets of approximately$89.2 billion on December 31, 2012.

Key provides deposit, lending, cash management and investment services to
individuals and small businesses through its 14-state branch network under the
name KeyBank National Association. Key also provides a broad range of
sophisticated corporate and investment banking products, such as merger and
acquisition advice, public and private debt and equity, syndications and
derivatives to middle market companies in selected industries throughout the
United States under the KeyBanc Capital Markets trade name.

For more information, visit https://www.key.com/. KeyBank is Member FDIC.

This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are not historical facts but instead represent management's current expectations
and forecasts regarding future events many of which are inherently uncertain and
outside of Key's control. Key's actual results may differ, possibly materially,
from the anticipated results indicated in these forward-looking statements.
Factors that could cause Key's actual results to differ materially from those
described in the forward-looking statements can be found in Key's Annual Report
on Form 10-K for the year ended December 31, 2011, which has been filed with
the SEC and is available on Key's website at www.Key.com/IR and on the SEC's
website at 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. Key does not undertake any obligation to update
the forward-looking statements to reflect the impact of circumstances or events
that may arise after the date of the forward-looking statements.

SOURCE KeyCorp

ANALYSTS: Vernon L. Patterson, +1-216-689-0520, Vernon_Patterson@KeyBank.com,
Kelly L. Dillon, +1-216-689-3133, Kelly_L_Dillon@KeyBank.com, INVESTOR
RELATIONS: www.key.com/ir, MEDIA: Laura J. Mimura, +1-216-471-2883,
Laura_J_Mimura@KeyBank.com, Twitter: @keybank_news, KEY MEDIA NEWSROOM:
www.key.com/newsroom