USB Holding, the holding company for Union State Bank, has announced that its shareholders have voted to adopt the amended and restated agreement and plan of merger among KeyCorp, KYCA and the company.

The number of shares of company common stock voting to adopt the merger agreement represented approximately 73% of the total number of shares outstanding and entitled to vote. The number of shares of company common stock voting to adopt the merger agreement represented approximately 96% of the total number of shares voted.

The proposed merger is expected to close on or about January 1, 2008, pending the satisfaction or waiver of all of the conditions set forth in the merger agreement, including the receipt of all required regulatory approvals.