Shares of the Key Common Stock are the only securities of Key whose
holders are entitled to vote upon the Key Proposals to be presented at the Key
Each Key Proposal will be voted upon separately by the Key stockholders
entitled to vote at the Key Special Meeting; however, failure of either proposal
1 or 2 described above to be approved by the stockholders will result in the
abandonment by Key of the Merger, and failure of proposal 1 will result in the
election of a Board of Directors of five persons not including any nominees of
Your vote is important regardless of the number of shares you own.
Approval of the Merger and the Key Charter Amendment each requires the
affirmative vote of the holders of not less than a majority of the issued and
outstanding shares of Key Common Stock. The proposal relating to the election of
the Board of Directors will be determined by a plurality of the votes entitled
to be cast by the holders of the Key Common Stock. All other proposals must be
approved by the affirmative vote of a majority of the outstanding Key Common
Stock present in person or by proxy and entitled to vote at the meeting. Each
stockholder, even though he or she now plans to attend the Key Special Meeting,
is requested to sign, date and return the enclosed Proxy without delay in the
enclosed postage-paid return envelope. You may revoke your Proxy at any time
prior to its exercise. Any stockholder present at the Key Special Meeting or at
any adjournments or postponements thereof may revoke his or her Proxy and vote
personally on each matter brought before the Key Special Meeting.
By Order of the Board of Directors,
Diane Mack, Secretary
March 13, 1996
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
APPROVE AND ADOPT THE MERGER AGREEMENT AND EACH OF THE TRANSACTIONS CONTEMPLATED
THEREBY, FOR THE PROPOSAL TO APPROVE AND ADOPT THE KEY CHARTER AMENDMENT; FOR
THE ELECTION OF DIRECTORS OF KEY; AND FOR THE PROPOSALS TO ADOPT AND APPROVE
EACH OF THE KEY STOCK OPTION PLANS.
PLEASE DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID RETURN ENVELOPE.