KeyCorp and First Wyoming Bancorp. have signed an agreement to merge, in the Albany, N.Y.-based financial institution's latest move in establishing operations along the country's northern tier, officials said.

Under the terms of the agreement, First Wyoming Bancorp. shareholders will receive .765 shares of KeyCorp common stock for each share of First Wyoming Bancorp. common stock resulting in the issuance of approximately 4 million shares of KeyCorp common stock.The 4 million shares of common stock that KeyCorp will issue assumes conversion of $6.3 million of convertible subordinated debentures of First Wyoming Bancorp. bringing fully converted First Wyoming Bancorp. common stock to 5.2 million shares.

The agreement in principle is subject to the signing of a definitive agreement, and the approval by the shareholders of First Wyoming Bancorp. as well as the appropriate regulatory authorities. Closing of this acquisition is anticipated by Dec. 31.

Wyoming is the latest stepping-stone in the KeyCorp acquisition strategy through the northern tier of the country. KeyCorp acquired banking operations in Utah during December 1987. KeyCorp will enter Idaho during the third quarter of this year with the acquisition of IB&T CORP, headquartered in Boise.

First Wyoming Bancorp. is the largest multi-bank holding company headquartered in Wyoming. With assets of $836 million reported as of March 31, First Wyoming Bancorp. serves 24 communities through 26 First Wyoming bank affiliates.

KeyCorp is a multi-regional bank holding company with assets over $12.5 billion and more than 500 banking offices in six states. Key Bank subsidiaries concentrate on providing service to the growing consumer middle market and small-to-medium size business enterprises.