Common Stock and

Convertible Preferred Stock Offering

June 2008

Exhibit 99.1

1

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

FORWARD-LOOKING STATEMENT DISCLOSURE

This

presentation

contains

forward-looking

statements,

including

statements

about

our

financial

condition,

results

of

operations,

earnings

outlook,

asset

quality

trends

and

profitability.

Forward-

looking

statements

express

management's

current

expectations

or

forecasts

of

future

events

and,

by

their

nature,

are

subject

to

assumptions,

risks

and

uncertainties.

Although

management

believes

that

the

expectations

and

forecasts

reflected

in

these

forward-looking

statements

are

reasonable,

actual

results

could

differ

materially

due

to

a

variety

of

factors

including:

(1)

changes

in

interest

rates;

(2)

changes

in

trade,

monetary

or

fiscal

policy;

(3)

continued

disruption

in

the

fixed

income

markets;

(4)

adverse

capital

markets

conditions;

(5)

changes

in

general

economic

conditions,

or

in

the

condition

of

the

local

economies

or

industries

in

which

we

have

significant

operations

or

assets,

which

could,

among

other

things,

materially

impact

credit

quality

trends

and

our

ability

to

generate

loans;

(6)

increased

competitive

pressure

among

financial

services

companies;

(7)

the

inability

to

successfully

execute

strategic

initiatives

designed

to

grow

revenues

and/or

manage

expenses;

(8)

consummation

of

significant

business

combinations

or

divestitures;

(9)

operational

or

risk

management

failures

due

to

technological

or

other

factors;

(10)

changes

in

accounting

or

tax

practices

or

requirements;

(11)

new

legal

obligations

or

liabilities

or

unfavorable

resolution

of

litigation;

(12)

heightened

regulatory

practices,

requirements

or

expectations;

and

(13)

disruption

in

the

economy

and

general

business

climate

as

a

result

of

terrorist

activities

or

military

actions.

Forward-looking

statements

are

not

guarantees

of

future

performance

and

should

not

be

relied

upon

as

representing

management's

views

as

of

any

subsequent

date.

We

do

not

assume

any

obligation

to

update

these

forward-looking

statements.

For

further

information

regarding

KeyCorp,

please

read

KeyCorp's

reports

that

are

filed

with

the

Securities

and

Exchange

Commission

and

are

available

at

www.sec.gov.

2

Transaction Overview

•

Perpetual

•

7.250%

–

7.750% per annum, payable quarterly, Non-Cumulative

•

20 –

25%

•

After 5 years of issuance, if stock price exceeds 130% of conversion price,

KEY may force conversion into common stock

Convertible Preferred Stock

Maturity:

Dividend Yield:

Conversion Premium:

Forced Conversion:

Citi

Sole Book-Runner

•

Common Equity

•

Non-Cumulative

Perpetual

Convertible

Preferred

Stock

Securities Offered

90 days for the Company and Executive Officers and Directors, subject to certain

exceptions

Lock-up

KEY   /   NYSE

Ticker / Listing

15%

Over –

Allotment Option

$1.5 Billion

Aggregate Offering Size

June 12, 2008

Expected Pricing

General Corporate Purposes

Use of Proceeds

3

Recent Actions

Tax –

Leasing

Credit

On

May

27

th

disclosed

revised

NCO

guidance

of

100-130 bps

-

Increase

from

prior

guidance

of

65

–

90

bps

-

Expect

2

nd

quarter

NCOs

of

~$500

million

as

the Company deals aggressively with

reducing its CRE-Residential Property

exposure

Approximately $650 million of CRE-Residential

Property

loans

identified

for

sale

during

2

nd

quarter

Expect higher net charge-offs from education

loans –

primarily from

$800 million

of

predominantly

non-Title IV loans

Expect

NCOs

to

peak

in

2

nd

quarter

for

both

the

CRE-Residential Property and education

portfolios

and

decline

in

the

2

nd

half

of

the

year

2

nd

quarter

provision

of

~$600

million

to

continue

building Loan Loss Reserve

2

nd

quarter after-tax charge of $1.1 billion to

$1.2 billion for LILO, QTE and Service

Contract Leases reflects the adverse decision

in the previously disclosed AWG Leasing

Litigation

-

$475 million relates to interest cost on

the contested

liabilities

–

will

accrue

at

$35-$40 million (after-tax) per quarter

until

resolved

-

$625-$725 million for a FASB 13-2

recalculation of lease income, two-thirds

of this amount should be recaptured in

future periods

Accounting charge

–

no

immediate

cash

impact

110 –

120 basis point negative impact on

capital ratios

Company will still pursue legal options

4

Rationale & Steps Taken to Bolster Key’s

Capital Position

Addresses head-on and resolves any potential capital issues arising from

LILO, QTE and Service Contracts related charges and the CRE-Residential

Properties portfolio

Strengthens the balance sheet and allows Key to retain top tier capital levels

Capital provides KEY with ability to grow while also providing a

downside

cushion should the U.S. economy deteriorate further

Rationale

Actions Being Taken

Raise $1.5 billion of common stock and perpetual convertible preferred stock

Reduce dividend to increase internal capital generation

–

Intend to decrease quarterly dividend from $0.3750 to $0.1875 per share

–

Approximate

benefit

of

$200

million

per

annum

pro

forma

for

the

anticipated

capital

raise

–

Normalize payout ratio while maintaining an attractive dividend yield

5

7.04%

6.97%

6.87%

6.58%

6.85%

4.50%

5.50%

6.50%

7.50%

8.50%

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

PF Q2 '08

5.30% -

5.10%

6.80% -

6.60%

Pro Forma Capital Ratios

Fed

defined

minimum-for

a

“well

capitalized”

bank

Impact

of

$1.5

Billion

common

and

preferred

equity

issuance

Peer

median

ratios.

Peers

include

BBT,

CMA,

FITB,

HBAN,

MI,

MTB,

NCC,

PNC,

RF,

STI,

UB

Note:

“PF

Q2

’08”

are

Q2

’08

capital

ratios

adjusted

for

$1.1

Billion

-

$1.2

Billion

of

charges

and

a

$1.5

Billion

common

and

preferred

equity

issuance

Tangible Common Equity/ Tangible Assets Ratio

Tangible Equity/ Tangible Assets Ratio

Tier 1 Capital Ratio

Total Capital Ratio

6.85%

6.58%

6.87%

6.97%

7.04%

4.50%

5.50%

6.50%

7.50%

8.50%

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

PF Q2 '08

6.30% -

6.10%

5.30%

5.10%

12.34%

11.38%

11.76%

12.15%

12.20%

7.00%

9.00%

11.00%

13.00%

15.00%

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

PF Q2 '08

10.55%

12.25% -

12.05%

10.75%

6.00%

10.00%

8.15%

8.14%

7.94%

7.44%

8.33%

4.00%

6.00%

8.00%

10.00%

Q1 '07

Q2 '07

Q3 '07

Q4 '07

Q1 '08

PF Q2 '08

8.40% -

8.20%

6.90% -

6.70%

6

Managing through the Credit Cycle

C&I Portfolio

Middle market and large corporate portfolios are well-diversified,

granular and performing well

Modest migration consistent with credit cycle

Commercial Real Estate

Income

Property

Group

performing

well.

Modest

deterioration

expected with slowing economy

Residential Properties –

active surveillance and portfolio management

to reduce remaining exposures

Commercial Portfolio

Consumer Portfolio

Direct home equity loans performing well

Increased signs of pressure on indirect portfolios

Q4’07 exited dealer-originated home improvement lending

Mid-2006 stopped originating non-Title IV education loans

7

$ in millions

$320

$308

$329

$273

$353

$378

$570

$764

$1,115

0.48%

0.46%

0.50%

0.41%

0.54%

0.57%

0.83%

1.08%

1.46%

$0

$200

$400

$600

$800

$1,000

$1,200

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

0.30%

0.60%

0.90%

1.20%

1.50%

1.80%

NPA Trends

NPAs to Loans + OREO + Other NPAs

$610

$415

$228

$23

$10

$10

$37

$4

$4

CRE –

Construction

61

77

72

102

99

58

106

29

25

OREO & Other

146

119

105

95

99

97

88

135

157

Consumer

185

112

124

117

101

60

62

105

97

C&I

113

41

41

41

44

48

36

35

37

CRE

8

Credit Quality by Portfolio—1Q08

$ in millions

C&I

25,777

$

25,411

$

36

$   

0.57

%

147

$    

273.5

%

402

$   

1.56

%

Commercial Real Estate

Commercial Mortgage

10,479

10,283

4

0.17

113

186.7

211

2.01

Construction

8,473

8,468

25

1.18

610

58.7

358

4.23

Commercial Leasing

10,000

10,004

9

0.37

38

339.5

129

1.29

Residential Mortgage

1,954

1,916

4

0.73

34

32.4

11

0.56

Home Equity

Direct

9,678

9,693

8

0.34

60

66.7

40

0.41

Indirect

1,220

1,260

7

2.27

14

157.1

22

1.80

Consumer

Education

3,608

363

1

1.38

15

313.3

47

1.30

Marine

3,653

3,646

16

1.74

20

175.0

35

0.96

Other Indirect

336

339

3

3.33

1

1,100.0

11

3.27

Direct

1,266

1,305

7

2.27

2

1,600.0

32

2.53

Total

76,444

$

72,688

$

121

$ 

0.67

%

1,054

$ 

123.1

%

1,298

$

1.70

%

Note: Totals may not foot due to rounding.

9

CRE-Residential Properties account for less than 5% of total loans but

62% of NPLs

% of

% of

NE

SE

SW

Mid W

Central

West

Total

Total CRE

NPLs

Nonowner-occupied

Residential Properties

$449

$977

$251

$183

$418

$1,360

$3,638

19.2%

62.0%

Retail Properties

176

813

238

517

346

346

2,436

12.9

0.0

Multifamily Properties

239

498

389

300

411

477

2,314

12.2

1.7

Office Buildings

224

232

65

193

188

403

1305

6.9

0.1

Land and Development

143

210

159

48

156

143

859

4.5

0.0

Health Facilities

168

120

25

149

91

172

725

3.8

0.2

Warehouses

92

209

29

152

69

196

747

3.9

0.1

Hotels/Motels

53

75

0

21

36

55

240

1.3

0.0

Manufacturing Facilities

3

28

17

12

1

15

76

0.4

0.0

Other

186

22

2

184

219

228

841

4.4

0.2

Total Nonowner

$1,733

$3,184

$1,175

$1,759

$1,935

$3,395

$13,181

69.5%

64.3%

Owner-occupied

$1,193

$236

$102

$2,074

$510

$1,656

$5,771

30.5%

4.3%

Total  CRE

$2,926

$3,420

$1,277

$3,833

$2,445

$5,051

$18,952

100.0%

68.6%

Nonowner-occupied

Non-performing Loans

$14

$226

$66

$40

$23

$309

$678

--

64.3%

90+ Days Past Due

6

16

13

2

4

79

120

--

42.4

30–89 Days Past Due

68

140

19

10

6

265

508

--

43.5

Geographic Region

(1)

(2)

Commercial Real Estate Loans

March 31, 2008

$ in millions

Note: Totals may not foot due to rounding.

(1)

Segment NPLs are taken as a percentage of total Key NPLs.  Total

Key NPLs were $1,054 as of 03/31/2008.

(2)

NPLs, 90+ Days Past Due, and 30-89 Days Past Due are taken as a percentage of total Key NPLs of $1,054 million, total Key 90+

Days Past Due amounts of $283 million, and total Key 30-89 Days Past Due amounts of $1,169 million as of 03/31/2008.

10

Commercial Real Estate

Residential Properties:  $3.6 Billion

$1.4 B

$0.2 B

$0.4 B

$0.2 B

$1.0 B

$0.4 B

Nonperforming & Past Due Loan

$ in millions

NE

SE

SW

MW

Central

West

Total

Nonperforming loans

$10

$226

$66

$38

$5

$308

$653

90+ days past due

5

4

13

1

4

51

78

30 — 89 days past due

49

107

19

6

6

203

390

$0.7 B

California

$0.6 B

Florida

90% of CRE related NPLs

62% of Total NPLs

11

Strategic Position

Significant business and geographic

diversification

Focus on client-relationship banking

Maintain a disciplined, proactive risk

management culture

Focus on expense management

1

2

3

4

12

Diversified Business Mix

9%

15%

10%

9%

7%

50%

National Banking

Community Banking

Institutional and Capital Markets

Victory Capital Management

Consumer Finance

Equipment Finance

First Quarter 2008 Revenue (TE)

Real Estate Capital and

Corporate Banking Services

Excludes Other Segments (Corporate Treasury and Principal Investing) and Reconciling Items.

Commercial Banking

Regional Banking

Retail Banking

Business Banking

Private Banking

Wealth Management

TE = Taxable Equivalent

13

Geographically Diverse Community Banking

Great Lakes

Core Deposits:

33%

Commercial Loans:

31%

Home Equity Loans:

30%

Northwest

Core Deposits:

23%

Commercial Loans:

26%

Home Equity Loans:

28%

Rocky Mountains  

Core Deposits:

8%

Commercial Loans:

13%

Home Equity Loans:

13%

Northeast

Core Deposits:

32%

Commercial Loans:

21%

Home Equity Loans:

28%

Note: Percentages are based on quarterly average balances and exclude core deposits, commercial loans and home equity

loans centrally managed outside of the four community banking regions.

March 31, 2008

14

Investing in the Community Bank

Human Capital

Client Experience Desktop

Teller21 System

Branch Modernization

15

National Banking –

Unique Mix of Businesses

Real Estate Capital and Corporate Banking Services

1,000 clients

#5 CMBS master/primary servicer

$131 Billion in CRE servicing assets

$4 Billion in related Escrow Balances

Equipment Finance

100,000 clients worldwide

U.S. sales offices in 25 states / Global sales offices in 26 countries

Institutional and Capital Markets

1,200 institutional clients with revenues of over $250 million

8-Sector Focus (consumer, corporate banking, energy/utilities, financial services, financial sponsors,

industrial, real estate investment banking and technology)

Victory Capital –

Assets Under Management:  $58 billion

Consumer Finance

Completed Tuition Management Systems acquisition on October 1, 2007

Lines of Business

People and products aligned around targeted client segments

Active and collaborative risk management process

Opportunity to continue to penetrate Key’s client base

Focused on noninterest income, balance sheet management and improving cross-sell

16

Victory Capital Management

Investment Performance Ranking vs. Peers

Product Rank

Product Rank

5 Year*

Victory Products vs. PSN Universe

Victory Products

PSN Universe

1.

Diversified Equity

Large Core

2.

Large Cap Growth

Large Cap Growth

3.

Intrinsic Value

Large Cap Value

4.

Deep Value

Large Cap Value

5.

Mid Cap Equity

Mid Cap Core

6.

Small Cap Value

Small Cap Value

7.

Convertibles

Convertibles

8.

Core Fixed Income

Core Fixed Intermediate (3-7 yrs.)

9.

Int. Fixed Income

Intermediate Duration Controlled

10.

Short Fixed Income

Short Gov/Agencies Controlled

11.

Long Municipals

Long ( >7 yrs.) Municipals

12.

Intermediate Municipals

Intermediate (3-7 yrs.) Municipals

13.

International Small Cap

International Small Growth

1

1

Above 75th

13

13

Total

3

2

Below 75th

3

1

Above Median

3

7

Above 25th

3

2

Top Decile

5 yr*

3 yr*

Rankings

Top Decile

25th

Median

75th

Bottom Decile

Percentile

5

1

3

7

2

9

11

12

6

8

13

4

3 Year*

10

1

2

3

4

5

6

8

9

10

11

12

13

7

Source:

Victory

Capital

Management

Inc.

and

PSN

manager

database

accessed

through

Zephyr

StyleADVISOR™.

*

Strategy

and

universes

are

as

of

03.31.2008.

Universe

query

selected

based

on

inclusion

of

stated

universe.

Composite

returns

reflected

are

gross

of

fees.

Past

performance

should

not

be

considered

indicative

of

future

results.

Victory

Capital

Management

Inc.

is

a

subsidiary

of

KeyBank,

National

Association.

17

Summary

Strong balance sheet and capital position

Diversified loan portfolio

Relationship-based book of business

Experienced management team

Conservative risk management focus

Positions Company to take advantage of

opportunities in the current market

*

*

*

*

*

*

*

*