KeyCorp Announces Pricing of Common Stock Offering

CLEVELAND, March 18, 2011 /PRNewswire/ -- KeyCorp (NYSE: KEY) announced today that it priced a public offering of  70,621,470 shares of common stock at a price to the public of $8.85 per share for total gross proceeds of $625,000,010.

The underwriters have a 30-day option to purchase up to an additional 7,062,147 shares of common stock from KeyCorp to cover over-allotments.  Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC are serving as joint book-running managers for the offering, with KeyBanc Capital Markets Inc. acting as joint lead manager for the offering.

KeyCorp intends to use the proceeds of this offering and a proposed debt offering, together with other available funds, to repurchase the Series B Fixed Rate Cumulative Perpetual Preferred Stock that it issued to the U.S. Treasury under the TARP Capital Purchase Program.

Cleveland-based KeyCorp (NYSE: KEY) is one of the nation's largest bank-based financial services companies, with assets of approximately $92 billion. 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/aboutkey.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there by any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Key has an existing shelf registration statement (including a base prospectus) on file with the Securities and Exchange Commission ("SEC") and a prospectus supplement for the equity offering. Key will file a separate pricing supplement for the debt offering.  Prospective investors should read the registration statement (including the base prospectus), the prospectus supplements, the pricing supplement, and other documents Key files with the SEC for more complete information about Key and the offerings before investing.

Investors may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, Key, any underwriter or any dealer participating in the offerings will arrange to send you the relevant prospectus if you request it by contacting Morgan Stanley & Co. Incorporated, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention:  Prospectus Department, toll-free 1-866- 718-1649 or by e-mail at [email protected];  J.P. Morgan Securities LLC, via Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, New York 11717, or toll-free 1-866-803-9204; or KeyBanc Capital Markets Inc., via Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, New York 11717, or toll-free 1-866-227-6479.

This press 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 only management's current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Key's control.  Key'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 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, 2010, which has been filed with the SEC and are 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