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DEFINITIVE AGREEMENT REACHED FOR KEYCORP TO ACQUIRE NATIONAL SAVINGS BANK OF ALBANY, NEW YORK

 DEFINITIVE AGREEMENT REACHED FOR KEYCORP TO ACQUIRE
 NATIONAL SAVINGS BANK OF ALBANY, NEW YORK
 ALBANY, N.Y., July 17 /PRNewswire/ -- Victor J. Riley, Jr., chairman, president and chief executive officer of KeyCorp (NYSE:KEY) and George O. Pfaff, chairman and chief executive officer of National Savings Bank of Albany (NASDAQ: NSBA) announced that a definitive agreement for KeyCorp to acquire National was signed last evening. The transaction has the approval of the boards of directors of KeyCorp and National. The acquisition agreement is subject to approval by the shareholders of National and the appropriate regulatory authorities, and certain other conditions. Pending these approvals, the merger is anticipated to take place within the first quarter of 1993.
 Under the terms of the agreement, all the outstanding common shares of National will be exchanged for KeyCorp common shares. The price per share of National will be $33.00 which equates to 1.46 times National's actual June 30, l992 book value. This price represents a premium of 50 percent over the June 30, l992 closing market price of $22.00 per National share.
 An exchange ratio will be determined by dividing the $33.00 price per share by the average closing price of KeyCorp common stock during a twenty-day trading period prior to bank regulatory approval of the acquisition. The exchange ratio may vary from 1.163 KeyCorp common shares based upon a KeyCorp average closing price of $28.375 to .883 KeyCorp common shares based upon a KeyCorp average closing price of $37.375, with the 1.163 and .883 exchange ratios being constant below and above $28.375 and $37.375, respectively. If the KeyCorp share price is less than $28.375 and certain other conditions are met, National may terminate the agreement.
 The transaction value, including the cost of stock options, is estimated to be $69.3 million.
 National is issuing an option to KeyCorp to acquire up to 16.68 percent of National's common stock. The option would be exercisable by KeyCorp at a price of $22.00 per share and only if certain conditions are met.
 National, headquartered in Albany, N.Y., has $637 million in assets and nine branch offices in the Capital and Adirondack regions.
 KeyCorp, with assets over $23 billion, is a multi-regional bank holding company headquartered in Albany, N.Y. It has focused its banking expansion activities in the Northeast and Northwest. As "America's neighborhood bank," KeyCorp pursues a middle-market target concentrating its resources in cities and smaller communities of the northern tier of states, thus avoiding overcrowded marketplaces and single industry loan exposure.
 -0- 7/17/92
 /CONTACT: Don Kauth, investor relations, 518-487-4491, or 518-583-1608, after hours; or Susan Peterson, media relations, 518-486-8258, or 518-587-3008, after hours; both of KeyCorp/
 (KEY NSBA) CO: KeyCorp; National Savings Bank of Albany ST: New York IN: FIN SU: TNM


BM -- CL004 -- 0085 07/17/92 08:31 EDT
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Publication:PR Newswire
Date:Jul 17, 1992
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