Keycorp said on Monday it had signed a letter of intent to acquire a New York-based money manager, Spears, Benzak, Salomon & Farrell Inc.

Financial terms for the deal, which is subject to regulatory approval, were not disclosed. But William G. Spears, chairman and founder of the 22-year-old partnership, said Spears Benzak would continue to operate independently in New York if the acquisition is completed.

The firm's managers would be offered substantial financial incentives to remain, and all of-them plan to stay, Mr. Spears said.

Mr. Spears said he would report to James W. Wert, Keycorp's chief financial officer. Mr. Spears said it has not yet been decided what role, if any, the

Cleveland-based banking company would play in selling Spears Benzak's investment services. But he said the firm's investments could be packaged for sale through Keycorp's branch network.

Spears Benzak manages just over $3 billion, mostly for pension plans, foundations and endowments, and wealthy individuals. Keycorp's money management units, Society Asset Management, Schaenen Wood & Associates, and Key Trust Co., have investment discretion over $34 billion.

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