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BANC ONE, KEY CENTURION ANNOUNCE DEFINITIVE AGREEMENT FOR MERGER

 BANC ONE, KEY CENTURION ANNOUNCE DEFINITIVE AGREEMENT FOR MERGER
 CHARLESTON, W.Va. Oct. 8 /PRNewswire/ -- Key Centurion Bancshares, Inc. (NASDAQ: KEYC), West Virginia's largest bank holding company, and BANC ONE CORPORATION (NYSE: ONE) have announced the execution of a definitive merger agreement.
 The agreement contemplates the merger of Key Centurion with BANC ONE under terms announced originally on June 5, 1992.
 The agreement is designed to provide Key Centurion shareholders a market equivalent value of $22 in BANC ONE stock. The result is an exchange ratio of up to .4783 share of BANC ONE common stock for each share of Key Centurion ($22 divided by $46). Should BANC ONE's stock price increase above a $46 level (up to $50.60) the exchange ratio will be reduced to maintain the market equivalent value to Key Centurion constant at $22 per share. Accordingly, the exchange ratio would never be less than .4348 share of BANC ONE ($22 divided by $50.60) for each Key Centurion share. A Key Centurion condition is that, should BANC ONE stock have a value averaging less than $44 during the agreement's "valuation period", Key Centurion may elect but is not required to withdraw from the transaction. The transaction remains subject to Key Centurion shareholder and regulatory approval.
 BANC ONE CORPORATION at June 30, 1992 had $48.4 billion assets. It operates 56 banks with 862 offices in Indiana, Illinois, Kentucky, Michigan, Ohio, Texas and Wisconsin. BANC ONE CORPORATION also operates several additional corporations that engage in data processing, venture capital, investment and merchant banking, trust, brokerage, equipment leasing, mortgage banking, consumer finance and insurance.
 Meanwhile, Key Centurion continues to proceed with steps outlined in a definitive agreement for an exchange of stock which would make Peoples Bank of Charles Town (W.Va.) a wholly owned subsidiary. When completed, this transaction (still subject to various regulatory approvals) would provide initial entry in the fastest growing section of West Virginia, close to the Washington, D.C. metropolitan market.
 Key Centurion, with $3 billion assets at June 30, 1992, currently has bank subsidiaries with 56 offices in West Virginia and Kentucky, operating as Beckley National Bank, Beckley and Oak Hill; The Central National Bank of Buckhannon, Buckhannon; Charleston National Bank, Charleston; Union National Bank of West Virginia, Clarksburg; The First Huntington National Bank, Huntington; The Lincoln National Bank of Hamlin, Hamlin; The National Bank of Logan, Logan; Boone National Bank, Madison; The First National Bank of New Martinsville, New Martinsville; First National Bank in Philippi, Philippi; Citizens National of Point Pleasant, Point Pleasant; Citizens National Bank of St. Albans, St. Albans; Nicholas County Bank, Summersville; Wayne County Bank, Wayne; Security National Bank & Trust, Wheeling; The National Bank of Commerce of Williamson, Williamson, all in West Virginia and First National Bank of Pikeville in Pikeville, Ky.
 -0- 10/8/92
 /CONTACT: Larry A. Stark of Key Centurion, 304-526-4337, or home at 304-529-3624/
 (KEYC ONE) CO: Key Centurion Bancshares, Inc.; BANC ONE CORPORATION ST: West Virginia IN: FIN SU: TNM


CD-KE -- PG009 -- 7822 10/08/92 11:58 EDT
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Publication:PR Newswire
Date:Oct 8, 1992
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