Together
We keep the client at the center of all we do.
Our employees do work that matters, have opportunities for growth, and are recognized and rewarded for their efforts.
We help our neighbors prosper and our communities thrive.
KeyBank and First Niagara We reward our shareholders by being a focused, well-run regional bank with a strong risk culture. Better Together
are joining forces
to become the best and Playing to Win.
regional bank in the U.S.
In connection with the proposed merger, KeyCorp will ?le with the SEC a Registration Statement on Form S-4 that will include the Joint Proxy Statement of KeyCorp and First Niagara and a Prospectus of KeyCorp. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the Joint Proxy Statement/Prospectus, as well as other ?lings containing information about KeyCorp and First Niagara, may be obtained at the SEC’s Internet site (http://www.sec.gov). Copies of the Joint Proxy Statement/ Prospectus can also be obtained, free of charge, by directing a request to KeyCorp Investor Relations at Investor Relations, KeyCorp, 127 Public Square, Mailcode OH-01-27-0737, Cleveland, Ohio 44114-1306, by calling 216-689-3000, or by sending an e-mail to investor_relations@keybank.com or to First Niagara Investor Relations at 726 Exchange Street, Suite 618, Buffalo, New York 14210, by calling 716-819-5669 or by sending an e-mail to investor@fnfg.com. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of KeyCorp and First Niagara in connection with the proposed transaction will be set forth in the Joint Proxy Statement/Prospectus when it is ?led with the SEC. ©2015 KeyCorp. KeyBank is Member FDIC.

We are proud to announce that KeyCorp and First Niagara are Today is just the beginning of our communications with you. combining forces to form the 13th largest U.S. commercial bank.
You can expect to hear from us early and often about transition We believe that our cultures, our strategies, and our collective and integration activities. We are con?dent that we have the shared commitment to the communities we serve are a great ?t. expertise, the culture, the capital, and the capacity to ensure a seamless transition.
This union provides us with an extraordinary opportunity to build on the remarkable talent and tremendous presence that KeyBank We have tremendous talent and experience on both teams and and First Niagara have created in our markets. Together, we will forge we will do what’s right for our employees, our clients, our communities, an even stronger regional presence across diverse, high-share, and our shareholders. and attractive markets where we can compete and win.
Let’s play to win and create a bright future together. While the process to integrate our organizations won’t begin for several months, we want to give you a sense of why we believe that Very best regards, we are better together. We hope you will recognize how much our two organizations have in common:
We are people-?rst organizations that share the values of teamwork, respect, accountability, integrity, and leadership. Beth Mooney Gary M. Crosby
Chairman and President and
We build enduring client relationships, and deliver great service.
Chief Executive Of?cer Chief Executive Of?cer
We share Main Street values and – together – we can KeyCorp First Niagara Financial Group offer Wall Street capabilities.
And, we share a proud legacy of philanthropy and community service.