To the extent not described herein and as otherwise required by law,
the specific amount of Securities being offered or sold, the names of the
Selling Securityholders, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer or sale will be set
forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the Registration Statement of which this Prospectus
is a part.
Key will not receive any of the proceeds of the sale of Securities by
any Selling Securityholder.
Under the securities laws of certain states, the Securities may be sold
in such states only through registered or licensed brokers or dealers. In
addition, in certain states the Securities may not be sold unless the Securities
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
Key will pay all of the expenses incident to the registration, offering
and sale of the Securities, other than commissions, fees and discounts of
underwriters, brokers, dealers and agents. Key has agreed to indemnify the
Selling Securityholders and any underwriters against certain liabilities,
including liabilities under the Securities Act.