ALBANY, N.Y. -- KeyCorp said it has completed a definitive agreement to acquire National Savings Bank, $637 million-asset thrift based here.

The deal, announced in principle on July 1, was valued at $69.3 million. It requires approval by National shareholders and is expected to be completed in early 1993.

National is to exchange all its outstanding common stock for KeyCorp common shares. National's share price would be $33, or 1.46 times the June 30 book value. The exchange ratio would be based on KeyCorp's average closing price during a 20-day period prior to regulatory approval of the acquisition. National could terminate the deal if KeyCorp's price drops below $28.375.

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