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 CLEVELAND and ALBANY, N.Y., Jan. 5 /PRNewswire/ -- Special shareholder meetings for KeyCorp (NYSE: KEY) and Society Corporation (NYSE: SCY) have been scheduled for Feb. 16, 1994, to vote on the merger agreement between KeyCorp and Society. Information about the meetings and the terms of the merger are contained in proxy materials that are currently being mailed to shareholders.
 The KeyCorp special meeting of shareholders will be held at KeyCorp Tower, 30 South Pearl Street in Albany, N.Y., at 8 a.m., and the Society special meeting will be held at The Forum Conference Center at One Cleveland Center, 1375 East Ninth Street in Cleveland, at 9:30 a.m. Shareholders of record at the close of business on Dec. 28, 1993, of KeyCorp Common Stock and/or Society Common Shares have the right to vote at the meetings.
 Under terms of the merger agreement announced Oct. 4, 1993, KeyCorp and Society will merge, with the new corporation to be named Key Bancshares Inc. Each outstanding share of KeyCorp Common Stock will be converted into 1.205 new Key Common Shares, and each Society Common Share will remain outstanding as a new Key Bancshares Inc. Common Share.
 Pursuant to the merger agreement to be voted upon by the shareholders of both corporations, the Key Bancshares Inc. board of directors will consist of 22 members. At the annual meeting of shareholders on May 19, 1994, a slate of directors will be voted upon by shareholders. The following individuals have been initially designated to serve as directors.
 From the KeyCorp board:
 H. Douglas Barclay, partner of the law firm of Hiscock & Barclay; Kenneth M. Curtis, president, Maine Maritime Academy; John C. Dimmer, president of Firs Management Corporation; Lucie J. Fjeldstad, private consultant; Henry S. Hemingway, president of Town & Country Life Insurance Company; Charles R. Hogan, co-chairman of the board, Puget Sound Marketing Co., Inc.; Victor J. Riley, Jr., chairman of the board, president and chief executive officer of KeyCorp; Robert A. Schumacher, consultant for Georgia Pacific Corporation; Ronald B. Stafford, partner of the law firm of Stafford, Trombley, Purcell, Lahtinen, Owens & Curtin and member of the New York State Senate; Peter G. Ten Eyck, II, president of Indian Ladder Farms; and Nancy B. Veeder, president of Veeder Realty, Inc. and partner of V.R. Associates Ltd.
 From the Society Corporation board:
 William G. Bares, president and chief operating officer of The Lubrizol Corporation; Albert C. Bersticker, president and chief executive officer of Ferro Corporation; Thomas A. Commes, president and chief operating officer of The Sherwin-Williams Company; Robert W. Gillespie, chairman of the board, president and chief executive officer of Society; Stephen R. Hardis, vice chairman and chief financial and administrative officer of Eaton Corporation; Lawrence A. Leser, president and chief executive officer of the E.W. Scripps Company; Steven A. Minter, executive director and president of The Cleveland Foundation; M. Thomas Moore, chairman, president and chief executive officer of Cleveland-Cliffs Inc; John C. Morley, president and chief executive officer of Reliance Electric Company; Richard W. Pogue, senior partner of Jones, Day, Reavis & Pogue, Attorneys at Law; and Dennis W. Sullivan, executive vice president, Industrial and Automotive at Parker-Hannifin Corporation.
 Completion of the merger is subject to shareholder and regulatory approvals. Subject to such approvals, the merger is expected to take place during March 1994. The new company would be headquartered in Cleveland and rank as the 10th largest bank holding company in the nation with more than $58 billion in total assets.
 -0- 1/5/94
 /CONTACT: John Fuller of Society, 216-689-8140, or Sue Peterson of KeyCorp, 518-486-8258/

CO: Society Corporation; KeyCorp ST: Ohio, New York IN: FIN SU:

BM -- CL014 -- 9434 01/05/94 15:27 EST
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Publication:PR Newswire
Date:Jan 5, 1994

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