KEYCORP REPORTS THIRD QUARTER 2009 RESULTS

Net loss from continuing operations of $.50 per common share
Loan loss reserve increased to $2.5 billion, or 4.00% of total loans
Capital and liquidity positions remain strong; Tier 1 common equity ratio of 7.63%
Sharpened focus on relationship businesses
$8.5 billion in new or renewed loans and commitments originated

CLEVELAND, October 21, 2009 - KeyCorp (NYSE: KEY) today announced a third

quarter net loss from continuing operations attributable to Key common shareholders of $422

million, or $.50 per common share. These results compare to a net loss from continuing operations

attributable to Key common shareholders of $9 million, or $.02 per common share, for the third

quarter of 2008.

The loss for the current quarter is largely the result of an increase in the provision for loan

losses, write-downs of certain real estate related investments, higher costs associated with other

real estate owned ("OREO"), and the write-off of certain intangible assets. During the third

quarter, Key continued to increase its loan loss reserves by taking a $733 million provision for loan

losses, which exceeded net charge-offs by $146 million. As of the end of the quarter, Key's

allowance for loan losses was $2.5 billion, or 4.00% of total loans, up from $1.4 billion, or 1.90%,

one year ago.

"While our results continue to be impacted by the difficult operating environment, we

believe the aggressive actions we've taken to address credit quality, strengthen capital and

liquidity, and reshape our business mix position us to meet the challenges posed by the current

environment and to emerge as a more competitive company when the economy rebounds," said

Chief Executive Officer Henry L. Meyer III. "Further, we are encouraged by the continuation of

deposit growth and the improvement in our net interest margin."

During the third quarter, Key exchanged common shares for retail capital securities, raising

$505 million of additional Tier 1 common equity. This completed a series of successful capital

raises and exchanges that generated approximately $2.4 billion of new Tier 1 common equity to

bolster the company's overall capital. At September 30, 2009, Key's estimated Tier 1 risk-based

capital and Tier 1 common equity ratios were 12.61% and 7.63%, respectively.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 2

Key's average deposits grew by $3.6 billion, or 6%, compared to the year-ago quarter, and

the company originated approximately $8.5 billion in new or renewed loans and commitments to

consumers and businesses during the quarter, and $24.5 billion during the first nine months of the

year. As part of a multi-year investment in its 14-state branch network, the company has opened

32 new branches (including relocations) in 8 markets in 2009, and expects to open an additional 6

branches by the end of the year. Also, Key will have completed renovations on approximately 160

branches over the past two years by the end of 2009.

Meyer added: "We are continuing to strengthen our business mix and to concentrate on the

areas in which we believe we can be the most competitive. Earlier this month, we announced our

decision to exit the government-guaranteed education lending business, following earlier actions

taken to cease private student lending. Additionally, within the equipment leasing business, we

have decided to cease conducting business in both the commercial vehicle and office leasing

markets. These actions exemplify our disciplined focus on our core relationship businesses."

As a result of the decision to exit the government-guaranteed education lending business,

Key has applied discontinued operations accounting to the education lending business for all

periods presented in this release. In addition, during the third quarter of 2009, the company

recorded a $45 million charge to write-off intangible assets, other than goodwill, associated with

the decision to cease lending in certain equipment leasing markets.

The following table shows Key's continuing and discontinued operating results for

comparative quarters and for the nine-month periods ended September 30, 2009 and 2008.

Results of Operations

in millions, except per share amounts

9-30-09 6-30-09 9-30-08 9-30-09 9-30-08

Income (loss) from continuing operations attributable to Key $ (381) $ ( 230) $ 3 $ (1,070) $ ( 801)

Income (loss) from discontinued operations, net of taxes (a) (16) 4 (39) (41) (143)

Net loss attributable to Key $ ( 397) $ ( 226) $ ( 36) $ (1,111) $ ( 944)

Income (loss) from continuing operations attributable to Key $ (381) $ ( 230) $ 3 $ (1,070) $ ( 801)

Less: Dividends on Series A Preferred Stock 7 15 12 34 12

Noncash deemed dividend - common shares exchanged for Series A Preferred Stock ___ 114 ___ 114 ___

Cash dividends on Series B Preferred Stock 31 31 ___ 94 ___

Amortization of discount on Series B Preferred Stock 3 4 ___ 11 ___

Loss from continuing operations attributable to Key common shareholders (422) (394) (9) (1,323) (813)

Income (loss) from discontinued operations, net of taxes (a) (16) 4 (39) (41) (143)

Net loss attributable to Key common shareholders $ (438) $ (390) $ (48) $ (1,364) $ (956)

Per common share - assuming dilution

Loss from continuing operations attributable to Key common shareholders $ ( .50) $ (.68) $ (.02) $ (2.07) $ ( 1.87)

Income (loss) from discontinued operations, net of taxes (a) (.02) .01 (.08) (.06) (.33)

Net loss attributable to Key common shareholders (b) $ (.52) $ (.68) $ (.10) $ (2.14) $ ( 2.19)

Three months ended Nine months ended

(a) In September 2009, management made the decision to discontinue the education lending business conducted through Key

Education Resources, the education payment and financing unit of KeyBank National Association. In April 2009, management

made the decision to curtail the operations of Austin Capital Management, Ltd., an investment subsidiary that specializes in

managing hedge fund investments for its institutional customer base. As a result of these decisions, Key has accounted for these

businesses as discontinued operations. Included in the loss from discontinued operations for the nine-month period ended

September 30, 2009, is a $23 million after tax, or $.05 per common share, charge for intangible assets impairment related to

Austin Capital Management recorded during the first quarter.

(b) Earnings per share may not foot due to rounding.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 3

As shown in the following table, the comparability of Key's earnings for the current, prior

and year-ago quarters is affected by several significant items.

Significant Items Affecting the Comparability of Earnings

Pre-tax After-tax Impact Pre-tax After-tax Impact Pre-tax After-tax Impact

in millions, except per share amounts

Amount Amount on EPS Amount Amount on EPS Amount Amount on EPS

Provision for loan losses in excess of net charge-offs $ (146) $ (91) $ (.11) $ (321) $ (201) $ (.35) $ ( 103) $ ( 64) $ (.13)

Realized and unrealized losses on loan and securities

portfolios held for sale or trading (58) (37) (.04) (23) (15) (.03) (88) (b) (56) (b) (.11)

Noncash charge for intangible assets impairment (45) (28) (.03) ___ ___ ___ ___ ___ ___

Provision for losses on lending-related commitments (29) (18) (.02) (11) (7) (.01) (8) (5) (.01)

Gain (loss) related to exchange of common shares

for capital securities (17) (11) (.01) 95 59 .10 ___ ___ ___

Noncash deemed dividend - common shares

exchanged for Series A Preferred Stoc

k ___ ___ ___ ___ ___ (.20) (a) ___ ___ ___

FDIC special assessmen

t ___ ___ ___ (44) (27) (.05) ___ ___ ___

Net gains from repositioning of securities portfolio ___ ___ ___ 125 78 .13 ___ ___ ___

Gain from sale of Key's claim associated with the

Lehman Brothers' bankruptc

y ___ ___ ___ 32 20 .03 ___ ___ ___

Charges related to leveraged lease tax litigation ___ ___ ___ ___ ___ ___ ___ (30) (.06)

Reversal of Honsador litigation reserve ___ ___ ___ ___ ___ ___ 23 14 .03

Third Quarter 2009 Second Quarter 2009 Third Quarter 2008

(a) The deemed dividend related to the exchange of Key common shares for Series A Preferred Stock is subtracted from earnings to

derive the numerator used in the calculation of per share results; it is not recorded as a reduction to equity.

(b) Includes $54 million ($33 million after tax) of derivative-related charges recorded as a result of market disruption caused by

the failure of Lehman Brothers, and $31 million ($19 million after tax) of realized and unrealized losses from the residential

properties segment of the construction loan portfolio.

EPS = Earnings per common share

SUMMARY OF CONTINUING OPERATIONS

Taxable-equivalent net interest income was $599 million for the third quarter of 2009, and

the net interest margin was 2.80%. These results compare to taxable-equivalent net interest income

of $684 million and a net interest margin of 3.17% for the third quarter of 2008. During the past

twelve months, the net interest margin has remained under pressure as the decrease in the federal

funds target rate has resulted in a larger decrease in the interest rates on earning assets than that

experienced for interest-bearing liabilities. Competition for deposits and a shift in deposit mix to

higher costing, longer-term certificates of deposit have also contributed to the lower net interest

margin. During the same period, earning asset yields have been compressed as a result of the

higher levels of nonperforming loans. Additionally, during the third quarter of 2009, Key

terminated certain leveraged lease financing arrangements, which reduced net interest income by

$14 million and lowered the net interest margin by approximately 7 basis points.

Compared to the second quarter of 2009, taxable-equivalent net interest income increased

by $24 million, and the net interest margin rose by 10 basis points. The improvement reflects the

impact of repricing maturing certificates of deposit at lower market rates, new or renewed loans

with more favorable interest rate spreads, and increasing the securities available-for-sale portfolio

using excess cash flows from loan repayments and deposit flows. The net interest margin for the

second quarter was also affected by the termination of certain leveraged lease financing

arrangements, which reduced net interest income by $16 million and lowered the net interest

margin by approximately 7 basis points.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 4

Key's noninterest income was $382 million for the third quarter of 2009, compared to $390

million for the year-ago quarter. Both the third quarter of 2009 and 2008 were impacted by market

related conditions. In the third quarter of 2009, the company recorded a $26 million loss resulting

from changes in the fair values of certain investments made by the Funds Management unit within

the Real Estate Capital and Corporate Banking Services line of business, a $20 million loss

resulting from changes in the fair values of certain commercial mortgage-backed securities held in

the trading portfolio, and a $12 million charge resulting from an increase in the reserve for losses

related to customer derivatives. In addition, the company incurred a $17 million loss associated

with the exchange of common shares for capital securities in the third quarter of 2009. Noninterest

income for the third quarter of 2008 includes $54 million of derivative-related charges recorded as

a result of market disruption caused by the failure of Lehman Brothers and $31 million of realized

and unrealized losses from the residential properties segment of the construction loan portfolio.

The major components of Key's fee-based income for the past five quarters are shown in

the following table.

Fee-based Income - Major Components

in millions

3Q09 2Q09 1Q09 4Q08 3Q08

Trust and investment services income $ 113 $ 1 19 $ 1 10 $ 131 $ 1 25

Service charges on deposit accounts 83 83 82 90 94

Operating lease income 55 59 61 64 69

Letter of credit and loan fees 46 44 38 42 53

Corporate-owned life insurance income 26 25 27 33 28

Electronic banking fees 27 27 24 25 27

Insurance income 18 16 18 15 15

Investment banking and capital markets income (loss) (26) 14 17 5 (26)

Net losses from principal investing (6) (6) (72) (37) (14)

Compared to the second quarter of 2009, noninterest income decreased by $324 million.

The decrease was due largely to three transactions recorded during the second quarter. These

transactions included $125 million of net gains recorded in connection with the repositioning of the

securities portfolio; a $95 million gain related to the exchange of common shares for capital

securities, compared to the $17 million loss recorded in the current quarter; and a $32 million gain

from the sale of Key's claim associated with the Lehman Brothers' bankruptcy. During the third

quarter, Key also experienced a $40 million decrease in results from investment banking and

capital markets activities, due primarily to the items discussed above, and a $14 million decrease in

net gains on sales of leased equipment.

Key's noninterest expense was $901 million for the third quarter of 2009, compared to

$740 million for the same period last year. Personnel expense rose by $6 million, due largely to

higher costs associated with employee benefits, primarily pension expense. This increase was

offset in part by a reduction in salaries expense caused by a 9% decline in the number of average

full-time equivalent employees. Nonpersonnel expense increased by $155 million, reflecting

increases of $46 million resulting from the write-down or sale of OREO, $37 million in the FDIC

deposit insurance assessment and $21 million in the provision for losses on lending-related

commitments. Also contributing to the increase in noninterest expense was the $45 million writeoff

of intangible assets, other than goodwill, recorded during the third quarter of 2009 as a result of

Key's decision to cease lending in certain equipment leasing markets.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 5

Compared to the second quarter of 2009, noninterest expense increased by $46 million as a

result of the $45 million write-off of intangible assets associated with Key's equipment leasing

business during the third quarter of 2009. Other changes in expense components between the third

and second quarters of 2009 offset each other, with the FDIC deposit insurance assessment

decreasing by $30 million and OREO expense increasing by $36 million.

ASSET QUALITY

Key's provision for loan losses was $733 million for the third quarter of 2009, compared to

$336 million for the year-ago quarter and $823 million for the second quarter of 2009. Credit

migration, particularly in the commercial real estate portfolio, continues to result in higher levels of

net charge-offs and nonperforming loans, and increased reserves. Key's provision for loan losses

for the third quarter of 2009 exceeded net loan charge-offs by $146 million. As a result, Key's

allowance for loan losses rose to $2.5 billion, or 4.00% of total loans, at September 30, 2009, up

from $2.3 billion, or 3.48%, at June 30, 2009.

Selected asset quality statistics for Key for each of the past five quarters are presented in the

following table.

Selected Asset Quality Statistics from Continuing Operations

dollars in millions

3Q09 2Q09 1Q09 4Q08 3Q08

Net loan charge-offs $ 587 $ 5 02 $ 4 60 $ 3 09 $ 2 33

Net loan charge-offs to average loans 3.59 % 2.93 % 2.60 % 1.67 % 1.28 %

Allowance for loan losses $ 2,485 $ 2,339 $ 2,016 $ 1,629 $ 1,390

Allowance for credit losses (a) 2,579 2,404 2,070 1,683 1,449

Allowance for loan losses to period-end loans 4.00 % 3.48 % 2.88 % 2.24 % 1.90 %

Allowance for credit losses to period-end loans 4.15 3.58 2.96 2.31 1.99

Allowance for loan losses to nonperforming loans 108.52 107.05 116.20 133.42 144.19

Allowance for credit losses to nonperforming loans 112.62 110.02 119.31 137.84 150.31

Nonperforming loans at period end $ 2,290 $ 2,185 $ 1,735 $ 1,221 $ 964

Nonperforming assets at period end 2,799 2,548 1,994 1,460 1,236

Nonperforming loans to period-end portfolio loans 3.68 % 3.25 % 2.48 % 1.68 % 1.32 %

Nonperforming assets to period-end portfolio loans plus

OREO and other nonperforming assets 4.46 3.77 2.84 2.00 1.69

Net loan charge-offs for the quarter totaled $587 million, or 3.59% of average loans. These

results compare to $233 million, or 1.28%, for the same period last year and $502 million, or

2.93%, for the previous quarter. Key's net loan charge-offs by loan type for each of the past five

quarters are shown in the following table.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 6

Net Loan Charge-offs from Continuing Operations

dollars in millions

3Q09 2Q09 1Q09 4Q08 3Q08

Commercial, financial and agricultural $ 168 $ 168 $ 232 $ 119 $ 6 2

Real estate ___ commercial mortgage 81 87 21 43 20

Real estate ___ construction 216 133 104 49 79

Commercial lease financing 27 22 18 21 1 9

Total commercial loans 492 410 375 232 1 80

Home equity - Community Banking 25 24 17 14 9

Home equity - National Banking 20 18 15 17 1 2

Marine 25 29 32 25 1 6

Other 25 21 21 21 1 6

Total consumer loans 95 92 85 77 5 3

Total net loan charge-offs $ 587 $ 502 $ 460 $ 309 $ 233

Net loan charge-offs to average loans from continuing operations 3.59 % 2.93 % 2.60 % 1.67 % 1.28 %

Net loan charge-offs from discontinued operations - education

lending business $ 38 $ 37 $ 32 $ 33 $ 4 0

Compared to the second quarter of 2009, net loan charge-offs in the commercial loan

portfolio increased by $82 million, as elevated net charge-offs continue on commercial real estate

loans. The Real Estate Capital and Corporate Banking Services line of business within the

National Banking group accounted for most of the growth in net charge-offs in the commercial real

estate portfolio. The level of net charge-offs in the consumer portfolio rose by $3 million. As

shown in the table on page 7, Key's exit loan portfolio accounted for $137 million, or 23%, of

Key's total net loan charge-offs for the third quarter of 2009. Net charge-offs in the exit portfolio

decreased by $11 million from the second quarter of 2009.

At September 30, 2009, Key's nonperforming loans totaled $2.3 billion and represented

3.68% of period-end portfolio loans, compared to 3.25% at June 30, 2009, and 1.32% at September

30, 2008. Nonperforming assets at September 30, 2009, totaled $2.8 billion and represented 4.46%

of portfolio loans, OREO and other nonperforming assets, compared to 3.77% at June 30, 2009,

and 1.69% at September 30, 2008. The following table illustrates the trend in Key's

nonperforming assets by loan type over the past five quarters.

Nonperforming Assets from Continuing Operations

dollars in millions

3Q09 2Q09 1Q09 4Q08 3Q08

Commercial, financial and agricultural $ 679 $ 7 00 $ 5 95 $ 4 15 $ 3 09

Real estate - commercial mortgage 566 454 310 128 119

Real estate - construction 702 716 546 436 334

Commercial lease financing 131 122 109 81 55

Total consumer loans 212 193 175 161 147

Total nonperforming loans 2,290 2,185 1,735 1,221 964

Nonperforming loans held for sale 304 145 72 90 169

OREO and other nonperforming assets 205 218 187 149 103

Total nonperforming assets $ 2 ,799 $ 2 ,548 $ 1 ,994 $ 1 ,460 $ 1 ,236

Nonperforming loans to period-end portfolio loans 3.68 % 3.25 % 2.48 % 1.68 % 1.32 %

Nonperforming assets to period-end portfolio loans,

plus OREO and other nonperforming assets 4.46 3.77 2.84 2.00 1.69

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 7

As shown in the preceding table, nonperforming assets rose during the third quarter of

2009, but at a much slower pace than that experienced in recent quarters. Most of the increase in

nonperforming loans was attributable to the commercial real estate portfolio and was caused in part

by the continuation of deteriorating market conditions in the income properties segment. The

increase in nonperforming loans held for sale reflects the actions Key is taking to aggressively

reduce its exposure in the commercial real estate and institutional portfolios through the sale of

selected assets. In conjunction with these efforts, Key transferred $193 million of loans ($248

million, net of $55 million in net charge-offs) from the held-to-maturity loan portfolio to held-forsale

status during the third quarter of 2009, and has contracted to sell most of these loans by the

end of October. As shown in the following table, Key's exit loan portfolio accounted for $695

million, or 25%, of Key's total nonperforming assets at September 30, 2009, compared to $747

million, or 29%, at June 30, 2009.

The composition of Key's exit loan portfolio at September 30, 2009, and June 30, 2009,

the net charge-offs recorded on this portfolio for the third and second quarters of 2009, and the

nonperforming status of these loans at September 30, 2009, and June 30, 2009, are shown in the

following table.

Exit Loan Portfolio from Continuing Operations

Change

9-30-09 vs.

in millions

9-30-09 6-30-09 6-30-09 3Q09 2Q09 9-30-09 6-30-09

Residential properties ___ homebuilder $ 5 18 $ 6 14 $ (96) $ 3 3 $ 6 2 $ 2 60 $ 2 98

Residential properties ___ held for sale 6 2 6 5 (3) ___ ___ 6 2 6 5

Total residential properties 5 80 6 79 (99) 3 3 6 2 3 22 3 63

Marine and RV floor plan 5 11 6 96 (185) 2 5 8 1 42 1 54

Commercial lease financing (a) 3 ,304 3 ,824 (520) 3 0 2 9 1 94 1 90

Total commercial loans 4 ,395 5 ,199 (804) 8 8 9 9 6 58 7 07

Home equity ___ National Banking 8 80 9 34 (54) 2 0 1 8 2 1 2 0

Marine 2 ,943 3 ,095 (152) 2 5 2 9 1 5 1 9

RV and other consumer 2 31 2 45 (14) 4 2 1 1

Total consumer loans 4 ,054 4 ,274 (220) 4 9 4 9 3 7 4 0

Total exit loans in loan portfolio $ 8,449 $ 9,473 $ (1,024) $ 137 $ 1 48 $ 6 95 $ 747

Discontinued operations - education

lending business $ 3 ,912 $ 3 ,784 $ 128 $ 3 8 $ 3 7 $ 1 1 $ 3

Balance on

Nonperforming

Status

Balance

Outstanding

Net Loan

Charge-offs

(a) Includes the business aviation, commercial vehicle, office products, construction and industrial, and Canadian lease financing

portfolios; and all remaining balances related to lease in, lease out; sale in, sale out; service contract leases and qualified

technological equipment leases.

Key's allowance for loan losses was $2.5 billion, or 4.00% of loans outstanding, at

September 30, 2009, compared to $2.3 billion, or 3.48%, at June 30, 2009, and $1.4 billion, or

1.90%, at September 30, 2008. The company has continued to increase its allowance for loan

losses as the current credit cycle progresses, and at September 30, 2009, had a coverage ratio of

109% of nonperforming loans.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 8

CAPITAL

Key's risk-based capital ratios included in the following table continued to exceed all

"well-capitalized" regulatory benchmarks at September 30, 2009.

Capital Ratios

9-30-09 6-30-09 3-31-09 12-31-08 9-30-08

Tier 1 common equity (a) 7.63 % 7.36 % 5.62 % 5.62 % 5.58 %

Tier 1 risk-based capital (a) 12.61 12.57 11.22 10.92 8.55

Total risk-based capital (a) 16.75 16.67 15.18 14.82 12.40

Tangible Key shareholders' equity to tangible assets 10.41 10.16 9.23 8.92 6.95

Tangible common equity to tangible assets 7.58 7.35 6.06 5.95 6.29

(a) 9-30-09 ratio is estimated.

In an effort to further enhance its Tier 1 common equity, on July 8, 2009, Key commenced

an SEC-registered offer to exchange Key common shares for certain capital (i.e., retail trust

preferred) securities. This exchange offer, which expired on August 4, 2009, generated

approximately $505 million of additional Tier 1 common equity. This completes a series of

successful capital raises and exchanges that generated approximately $2.4 billion of new Tier I

common equity to bolster the company's overall capital and to respond to the SCAP initiated by

the U.S. Treasury Department and the federal banking regulators. As shown in the preceding table,

at September 30, 2009, Key had a Tier 1 risk-based capital ratio of 12.61%, a Tier 1 common

equity ratio of 7.63% and a tangible common equity ratio of 7.58%.

Transactions that caused the change in Key's outstanding common shares over the past five

quarters are summarized in the following table.

Summary of Changes in Common Shares Outstanding

in thousands

3Q09 2Q09 1Q09 4Q08 3Q08

Shares outstanding at beginning of period

797,246 498,573 495,002 494,765 485,662

Common shares exchanged for capital securities 81,278 46,338 ___ ___ ___

Common shares exchanged for Series A Preferred Stock ___ 46,602 ___ ___ ___

Common shares issued ___ 205,439 ___ ___ 7,066

Shares reissued under employee benefit plans 35 294 3,571 237 2,037

Shares outstandin

g at end of period

878,559 797,246 498,573 495,002 494,765

During the third quarter of 2009, Key made a $31 million cash dividend payment to the

U.S. Treasury Department. This is the third of such quarterly payments that Key has made after

having raised $2.5 billion of additional capital during the fourth quarter of 2008 as a participant in

the U.S. Treasury's Capital Purchase Program.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 9

LINE OF BUSINESS RESULTS

The following table shows the contribution made by each major business group to Key's

taxable-equivalent revenue from continuing operations and income (loss) from continuing

operations attributable to Key for the periods presented. The specific lines of business that

comprise each of the major business groups are described under the heading "Line of Business

Descriptions." For more detailed financial information pertaining to each business group and its

respective lines of business, see the tables at the end of this release.

Major Business Groups

dollars in millions

3Q09 2Q09 3Q08 2Q09 3Q08

Community Banking $ 618 $ 593 $ 651 4.2 % (5.1) %

National Banking (a) 461 514 460 (10.3) .2

Other Segments (b) (56) 183 (9) N/M (522.2)

Total Segments 1,023 1,290 1,102 (20.7) (7.2)

Reconciling Items (c) (42) ( 9) (28) (366.7) (50.0)

Total $ 981 $ 1,281 $ 1,074 (23.4) % (8.7) %

Income (loss) from continuing operations

attributable to Key

Community Banking $ (7) $ (54) $ 98 87.0 % N/M

National Banking (a) (352) (290) (90) (21.4) (291.1) %

Other Segments (b) (28) 112 8 N/M N/M

Total Segments (387) (232) 16 (66.8) N/M

Reconciling Items (c) 6 2 (13) 200.0 N/M

Total $ (381) $ (230) $ 3 (65.7) % N/M

Percent change 3Q09 vs.

(a) National Banking's results for the third quarter of 2009 include a $45 million ($28 million after tax) write-off of intangible assets,

other than goodwill, resulting from Key's decision to cease lending in certain equipment leasing markets. For the third quarter of

2008, National Banking's results include $54 million ($33 million after tax) of derivative-related charges recorded as a result of

market disruption caused by the failure of Lehman Brothers, and $31 million ($19 million after tax) of realized and unrealized

losses from the residential properties segment of the construction loan portfolio.

(b) Other Segments' results for the third quarter of 2009 include a $17 million ($11 million after tax) loss related to the exchange

of Key common shares for capital securities. For the second quarter of 2009, Other Segments' results include net gains of

$125 million ($78 million after tax) recorded in connection with the repositioning of the securities portfolio and a $95 million

($59 million after tax) gain related to the exchange of Key common shares for capital securities. During the third quarter of

2008, Other Segments' results include a $23 million ($14 million after tax) credit, representing the reversal of the remaining

reserve associated with the previously disclosed Honsador litigation, which was settled in September 2008.

(c) Reconciling Items for the second quarter of 2009 include a $32 million ($20 million after tax) gain from the sale of Key's

claim associated with the Lehman Brothers' bankruptcy. For the third quarter of 2008, Reconciling Items includes a charge

of $30 million to income taxes for the interest cost associated with the previously disclosed leveraged lease tax litigation.

TE = Taxable Equivalent, N/M = Not Meaningful

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 10

Community Banking

Percent change 3Q09 vs.

dollars in millions

3Q09 2Q09 3Q08 2Q09 3Q08

Net interest income (TE) $ 419 $ 3 98 $ 438 5.3 % (4.3) %

Noninterest income 199 1 95 213 2.1 (6.6)

Total revenue (TE) 618 593 651 4.2 (5.1)

Provision for loan losses 143 1 87 5 6 (23.5) 155.4

Noninterest expense 486 4 92 438 (1.2) 11.0 %

Income (loss) before income taxes (TE) (11) ( 86) 1 57 87.2 N/M

Allocated income taxes and TE adjustments (4) ( 32) 5 9 87.5 N/M

Net income (loss) attributable to Key $ (7) $ (54) $ 98 87.0 % N/M

Average balances

Loans and leases $ 27,410 $ 2 8,237 $ 28,874 (2.9) % (5.1) %

Total assets 30,304 31,168 31,896 (2.8) (5.0)

Deposits 52,954 5 2,689 5 0,378 .5 5.1

Assets under management at period end

$ 17,090 $ 1 5,815 $ 18,278 8.1 % (6.5) %

TE = Taxable Equivalent, N/M = Not Meaningful

Additional Community Banking Data Percent change 3Q09 vs.

dollars in millions

3Q09 2Q09 3Q08 2Q09 3Q08

NOW and money market deposit accounts $ 17,375 $ 17,361 $ 19,507 .1 % (10.9) %

Savings deposits 1,776 1,785 1,752 (.5) 1.4

Certificates of deposit ($100,000 or more) 8,884 8,974 6,875 (1.0) 29.2

Other time deposits 14,705 14,898 13,103 (1.3) 12.2

Deposits in foreign office 477 548 1,193 (13.0) (60.0)

Noninterest-bearing deposits 9,737 9,123 7,948 6.7 22.5

Total deposits $ 52,954 $ 52,689 $ 50,378 .5 % 5.1 %

Home equity loans

Average balance $10,188 $10,287 $9,887

70 % 70 % 70 %

Percent first lien positions 53 53 54

Other data

Branches 1,003 993 986

Automated teller machines 1,492 1,485 1,479

Weighted-average loan-to-value ratio (at date of origination)

Community Banking Summary of Operations

Community Banking recorded a net loss attributable to Key of $7 million for the third

quarter of 2009, compared to net income attributable to Key of $98 million for the year-ago

quarter. Increases in the provision for loan losses and noninterest expense, coupled with decreases

in net interest income and noninterest income, caused the decline.

Taxable-equivalent net interest income declined by $19 million, or 4%, from the third

quarter of 2008, due primarily to a decrease in average earning assets. Average deposits increased

by $2.6 billion, or 5%, reflecting strong growth in noninterest-bearing deposits. The composition

and value of deposits have been impacted by the declining interest rate environment and a shift

from money market deposit accounts into higher-costing, longer-term certificates of deposit,

reflecting consumer preferences.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 11

Noninterest income decreased by $14 million, or 7%, from the year-ago quarter, due

largely to a decline in service charges on deposit accounts resulting from changing client behavior.

Also contributing to lower noninterest income was a reduction in investment banking and capital

markets income, due primarily to a decline in derivatives trading volume and an increase in the

reserve for losses related to customer derivatives. These reductions were partially offset by higher

mortgage loan sale gains.

The provision for loan losses rose by $87 million compared to the third quarter of 2008,

reflecting a $24 million increase in net loan charge-offs, primarily from the home equity and

consumer installment loan portfolios. Community Banking's provision for loan losses for the third

quarter of 2009 exceeded its net loan charge-offs by $49 million, as the company continued to

increase reserves in light of the challenging credit conditions brought on by a weak economy.

Noninterest expense grew by $48 million, or 11%, from the year-ago quarter, due largely

to a higher FDIC deposit insurance assessment, and increases in both internally allocated overhead

and marketing expense. The adverse effect of these factors was offset in part by lower personnel

expense, reflecting a reduction in salaries expense caused by a decrease in the number of average

full-time equivalent employees, and lower incentive compensation accruals.

National Banking

Percent change 3Q09 vs.

dollars in millions

3Q09 2Q09 3Q08 2Q09 3Q08

Net interest income (expense) (TE) $ 267 $ 258 $ 308 3.5 % (13.3) %

Noninterest income 194 256 152 (a) (24.2) 27.6

Total revenue (TE) 461 514 460 (10.3) .2

Provision for loan losses 593 636 279 (6.8) 112.5

Noninterest expense 434 (a) 344 322 26.2 34.8

Loss from continuing operations before income taxes (TE) (566) (466) (141) (21.5) (301.4)

Allocated income taxes and TE adjustments (213) (175) (51) (21.7) (317.6)

Loss from continuing operations (353) (291) (90) (21.3) (292.2)

Income (loss) from discontinued operations, net of taxes (16) 4 (39) N/M 59.0

Net loss (369) (287) (129) (28.6) (186.0)

Less: Net loss attributable to noncontrolling interests (1) ( 1)

___ ___ N/M

Net loss attributable to Key $ (368) $ (286) $ (129) (28.7) (185.3)

Loss from continuing operations attributable to Key $ (352) $ ( 290) $ (90) (21.4) % (291.1) %

Average balances

Loans and leases $ 37,229 $ 40,271 $ 43,419 (7.6) % (14.3) %

Loans held for sale 469 466 1,495 .6 (68.6)

Total assets 42,479 46,640 52,037 (8.9) (18.4)

Deposits 13,435 13,141 12,304 2.2 9.2

Assets under management at period end

$ 49,055 $ 47,567 $ 58,398 3.1 % (16.0) %

(a) National Banking's results for the third quarter of 2009 include a $45 million ($28 million after tax) write-off of intangible

assets, other than goodwill, resulting from Key's decision to cease lending in certain equipment leasing markets. For the

third quarter of 2008, National Banking's results include $54 million ($33 million after tax) of derivative-related charges

recorded as a result of market disruption caused by the failure of Lehman Brothers, and $31 million ($19 million after tax)

of realized and unrealized losses from the residential properties segment of the construction loan portfolio.

TE = Taxable Equivalent, N/M = Not Meaningful

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 12

National Banking Summary of Continuing Operations

National Banking recorded a loss from continuing operations attributable to Key of $352

million for the third quarter of 2009, compared to $90 million for the same period one year ago. A

substantially higher provision for loan losses, lower net interest income and an increase in

noninterest expense were offset in part by an increase in noninterest income.

Taxable-equivalent net interest income decreased by $41 million, or 13%, from the third

quarter of 2008, due primarily to a decrease in average earning assets and a higher level of

nonperforming loans, offset in part by more favorable deposit spreads and an increase in average

deposits. Average earning assets decreased by $7.9 billion, or 17%, from the year-ago quarter,

reflecting reductions in the commercial and held-for-sale loan portfolios. Average deposits rose by

$1.1 billion, or 9%, as growth in NOW accounts and noninterest-bearing deposits more than offset

a decline in money market deposit accounts.

Noninterest income rose by $42 million, or 28%, from the third quarter of 2008. Both the

third quarter of 2009 and 2008 were impacted by market-related conditions. In the third quarter of

2009, National Banking recorded a $26 million loss resulting from changes in the fair values of

certain investments made by the Funds Management unit within the Real Estate Capital and

Corporate Banking Services line of business, a $20 million loss resulting from changes in the fair

values of certain commercial mortgage-backed securities held in the trading portfolio, and an $8

million charge resulting from an increase in the reserve for losses related to customer derivatives.

Noninterest income for the third quarter of 2008 includes $54 million of derivative-related charges

recorded as a result of market disruption caused by the failure of Lehman Brothers, and $31 million

of realized and unrealized losses from the residential properties segment of the construction loan

portfolio. The improvement in noninterest income compared to the third quarter of 2008 also

reflects a $16 million increase in net gains on sales of leased equipment.

The provision for loan losses rose by $314 million from the year-ago quarter. National

Banking's provision for loan losses for the third quarter of 2009 exceeded its net loan charge-offs

by $100 million as the company continued to increase reserves in a weak economy.

Noninterest expense grew by $112 million, or 35%, from the third quarter of 2008,

reflecting higher expenses associated with the write-down or sale of OREO, and the $45 million

write-off of intangible assets, other than goodwill, recorded during the current quarter as a result of

Key's decision to cease conducting business in certain equipment leasing markets. Also

contributing to the growth in noninterest expense were increases in the provision for losses on

lending-related commitments and a variety of other miscellaneous expense components. The

adverse effect of these factors was offset in part by lower personnel expense, reflecting a reduction

in salaries expense caused by a decrease in the number of average full-time equivalent employees,

and a decline in severance costs.

Earlier this month, management announced its decision to discontinue the education

lending business and to focus on the growing demand from schools for integrated, simplified

billing, payment and cash management solutions. The Consumer Finance line of business will

continue to service existing loans in this portfolio and to originate education loans through

December 4, 2009. In April 2009, Key made the strategic decision to curtail the operations of

Austin Capital Management, Ltd., an investment subsidiary that specializes in managing hedge

fund investments for its institutional customer base. As a result of these decisions, Key has applied

discontinued operations accounting to these businesses.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 13

Other Segments

Other Segments consist of Corporate Treasury and Key's Principal Investing unit. These

segments generated a net loss attributable to Key of $28 million for the third quarter of 2009,

compared to net income attributable to Key of $8 million for the same period last year. These

results reflect a $17 million loss related to the exchange of Key common shares for capital

securities during the current quarter. Additionally, Key incurred $11 million of expense in the third

quarter of 2009, compared to income of $8 million in the year-ago quarter as a result of the

volatility associated with hedge accounting applied to debt instruments.

Line of Business Descriptions

Community Banking

Regional Banking

provides individuals with branch-based deposit and investment products,

personal finance services and loans, including residential mortgages, home equity and various

types of installment loans. This line of business also provides small businesses with deposit,

investment and credit products, and business advisory services.

Regional Banking also offers financial, estate and retirement planning, and asset management

services to assist high-net-worth clients with their banking, trust, portfolio management, insurance,

charitable giving and related needs.

Commercial Banking

provides midsize businesses with products and services that include

commercial lending, cash management, equipment leasing, investment and employee benefit

programs, succession planning, access to capital markets, derivatives and foreign exchange.

National Banking

Real Estate Capital and Corporate Banking Services

consists of two business units, Real Estate

Capital and Corporate Banking Services.

Real Estate Capital is a national business that provides construction and interim lending, permanent

debt placements and servicing, equity and investment banking, and other commercial banking

products and services to developers, brokers and owner-investors. This unit deals primarily with

nonowner-occupied properties (i.e., generally properties in which at least 50% of the debt service is

provided by rental income from nonaffiliated third parties). Real Estate Capital emphasizes

providing clients with finance solutions through access to the capital markets.

Corporate Banking Services provides cash management, interest rate derivatives, and foreign

exchange products and services to clients served by both the Community Banking and National

Banking groups. Through its Public Sector and Financial Institutions businesses, Corporate

Banking Services also provides a full array of commercial banking products and services to

government and not-for-profit entities, and to community banks.

Equipment Finance

meets the equipment leasing needs of companies worldwide and provides

equipment manufacturers, distributors and resellers with financing options for their clients. Lease

financing receivables and related revenues are assigned to other lines of business (primarily

Institutional and Capital Markets, and Commercial Banking) if those businesses are principally

responsible for maintaining the relationship with the client.

Institutional and Capital Markets,

through its KeyBanc Capital Markets unit, provides

commercial lending, treasury management, investment banking, derivatives, foreign exchange,

equity and debt underwriting and trading, and syndicated finance products and services to large

corporations and middle-market companies.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 14

Through its Victory Capital Management unit, Institutional and Capital Markets also manages or

offers advice regarding investment portfolios for a national client base, including corporations,

labor unions, not-for-profit organizations, governments and individuals. These portfolios may be

managed in separate accounts, common funds or the Victory family of mutual funds.

Consumer Finance

provides government-guaranteed education loans to students and their parents,

and processes tuition payments for private schools. Through its Commercial Floor Plan Lending

unit, this line of business also finances inventory for automobile dealers. In October 2008, Key

exited retail and floor-plan lending for marine and recreational vehicle products, and began to limit

new education loans to those backed by government guarantee. In September 2009, management

made the decision to discontinue the education lending business and to focus on the growing

demand from schools for integrated, simplified billing, payment and cash management solutions.

The Consumer Finance line of business continues to service existing loans in these portfolios and

will continue to originate education loans through December 4, 2009. These actions are consistent

with Key's strategy of de-emphasizing nonrelationship or out-of-footprint businesses.

Cleveland-based KeyCorp is one of the nation's largest bank-based financial services

companies, with assets of $97.0 billion at September 30, 2009. Key companies provide investment

management, retail and commercial banking, consumer finance, and investment banking products

and services to individuals and companies throughout the United States and, for certain businesses,

internationally. The company's businesses deliver their products and services through 1,003

branches and additional offices; a network of 1,492 ATMs; telephone banking centers

(1.800.KEY2YOU); and a Web site, https://www.key.com/, that provides account access and

financial products 24 hours a day.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 15

Notes to Editors:

A live Internet broadcast of KeyCorp's conference call to discuss quarterly results and currently

anticipated earnings trends and to answer analysts' questions can be accessed through the Investor

Relations section at https://www.key.com/ir at 9:00 a.m. ET, on Wednesday, October 21, 2009. An

audio replay of the call will be available through October 28.

For up-to-date company information, media contacts and facts and figures about Key's lines of

business visit our Media Newsroom at https://www.key.com/newsroom

This earnings release contains forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995, including statements about Key's financial condition,

results of operations, earnings outlook, asset quality trends and profitability. Forward-looking

statements are not historical facts but instead represent only management's current expectations

and forecasts regarding future events, many of which, by their nature, are inherently uncertain and

outside of Key's control. Key's actual results and financial condition may differ, possibly

materially, from the anticipated results and financial condition indicated in these forward-looking

statements.

Factors that may cause actual results to differ materially include, among other things: (1) adverse

capital market conditions and the ability to raise equity and other funding required by the banking

regulators or otherwise; (2) further downgrades in Key's credit ratings; (3) unprecedented

volatility in the stock markets, public debt markets and other capital markets, including continued

disruption in the fixed income markets; (4) changes in interest rates; (5) changes in trade,

monetary or fiscal policy; (6) changes in foreign exchange rates, equity markets and the financial

soundness of other unrelated financial companies; (7) asset price deterioration, which has had

(and may continue to have) a negative effect on the valuation of certain asset categories

represented on Key's balance sheet; (8) continuation of the recent deterioration in general

economic conditions, or in the condition of the local economies or industries in which Key has

significant operations or assets, which could, among other things, materially impact credit quality

trends and Key's ability to generate loans; (9) continued disruption in the housing markets and

related conditions in the financial markets; (10) increased competitive pressure among financial

services companies due to the consolidation of competing financial institutions and the conversion

of certain investment banks to bank holding companies; (11) heightened legal standards and

regulatory practices, requirements or expectations; (12) the inability to successfully execute

strategic initiatives designed to grow revenues and/or manage expenses; (13) increased FDIC

deposit insurance premiums and debt-guarantee fees; (14) difficulty in attracting and/or retaining

executives and/or relationship managers; (15) consummation of significant business combinations

or divestitures; (16) operational or risk management failures due to technological or other factors;

(17) changes in accounting or tax practices or requirements; (18) new legal obligations or

liabilities or unfavorable resolution of litigation; and (19) disruption in the economy and general

business climate as a result of terrorist activities or military actions.

For additional information on KeyCorp and the factors that could cause actual results or financial

condition to differ materially from those described in the forward-looking statements consult

KeyCorp's Annual Report on Form 10-K for the year ended December 31, 2008, and subsequent

filings with the Securities and Exchange Commission available on the Securities and Exchange

Commission's website (www.sec.gov). 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. Key does not assume any obligation to update these forward-looking statements.

###

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 16

Three months ended

9-30-09 6-30-09 9-30-08

Summary of operations

Net interest income (TE) $ 599 $ 575 $ 684

Noninterest income 382 706 390

Total revenue (TE) 981 1,281 1,074

Provision for loan losses 733 823 336

Noninterest expense 901 855 740

Income (loss) from continuing operations attributable to Key (381) (230) 3

Income (loss) from discontinued operations, net of taxes (b) (16) 4 ( 39)

Net loss attributable to Key (397) (a) (226) ( 36) (a)

Loss from continuing operations attributable to Key common shareholders $ ( 422) $ ( 394) $ ( 9)

Income (loss) from discontinued operations, net of taxes (b) (16) 4 ( 39)

Net loss attributable to Key common shareholders (438) (a) (390) ( 48) (a)

Per common share

Loss from continuing operations attributable to Key common shareholders $ ( .50) $ ( .68) $ ( .02)

Income (loss) from discontinued operations, net of taxes (b) ( .02) . 01 ( .08)

Net loss attributable to Key common shareholders (.52) ( .68) ( .10)

Loss from continuing operations attributable to Key common shareholders - assuming dilution (.50) ( .68) ( .02)

Income (loss) from discontinued operations, net of taxes - assuming dilution (b) ( .02) . 01 ( .08)

Net loss attributable to Key common shareholders - assuming dilution (.52) (a) ( .68) (.10) (a)

Cash dividends paid . 01 . 01 . 1875

Book value at period end 9 .39 1 0.21 1 6.16

Tangible book value at period end 8.29 8 .92 1 2.66

Market price at period end 6.50 5.24 11.94

Performance ratios

From continuing operations:

Return on average total assets ( 1.62) % ( .96) % . 01 %

Return on average common equity (20.30) ( 15.52) ( .44)

Net interest margin (TE) 2.80 2.70 3.17

From consolidated operations:

Return on average total assets ( 1.62) % (a) ( .90) % ( .14) % (a)

Return on average common equity (21.07) (a) ( 15.32) ( 2.36) (a)

Net interest margin (TE) 2.79 2.67 3.13

Capital ratios at period end

Key shareholders' equity to assets 11.31 % 1 1.10 % 8 .54 %

Tangible Key shareholders' equity to tangible assets 10.41 1 0.16 6 .95

Tangible common equity to tangible assets 7.58 7 .35 6 .29

Tier 1 common equity (c) 7 .63 7 .36 5.58

Tier 1 risk-based capital (c) 12.61 12.57 8.55

Total risk-based capital (c) 16.75 16.67 12.40

Leverage (c) 12.05 12.26 9.28

Asset quality - from continuing operations

Net loan charge-offs $ 587 $ 502 $ 233

Net loan charge-offs to average loans 3.59 % 2.93 % 1.28 %

Allowance for loan losses $ 2,485 $ 2,339 $ 1,390

Allowance for credit losses 2,579 2,404 1,449

Allowance for loan losses to period-end loans 4.00 % 3.48 % 1.90 %

Allowance for credit losses to period-end loans 4.15 3.58 1.99

Allowance for loan losses to nonperforming loans 108.52 107.05 144.19

Allowance for credit losses to nonperforming loans 112.62 110.02 150.31

Nonperforming loans at period end $ 2,290 $ 2,185 $ 964

Nonperforming assets at period end 2,799 2,548 1,236

Nonperforming loans to period-end portfolio loans 3.68 % 3.25 % 1.32 %

Nonperforming assets to period-end portfolio loans plus

OREO and other nonperforming assets 4.46 3.77 1.69

Trust and brokerage assets

Assets under management $ 66,145 $ 63,382 $ 76,676

Nonmanaged and brokerage assets 25,883 23,261 27,187

Other data

Average full-time equivalent employees 16,436 16,937 18,098

Branches 1,003 993 986

Taxable-equivalent adjustment $ 7 $ 6 $ 6

Financial Highlights

(dollars in millions, except per share amounts)

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 17

17

Nine months ended

9-30-09 9-30-08

Summary of operations

Net interest income (TE) $ 1 ,769 $ 1 ,238 (a)

Noninterest income 1,566 1,464

Total revenue (TE) 3,335 2,702

Provision for loan losses 2,403 986

Noninterest expense 2,683 2,212

Loss from continuing operations attributable to Key (1,070) (801)

Loss from discontinued operations, net of taxes (b) (41) ( 143)

Net loss attributable to Key (1,111) (a) (944) (a)

Loss from continuing operations attributable to Key common shareholders $ (1,323) $ (813)

Income (loss) from discontinued operations, net of taxes (b) (41) ( 143)

Net loss attributable to Key common shareholders (1,364) (a) (956) (a)

Per common share

Loss from continuing operations attributable to Key common shareholders $ (2.07) $ (1.87)

Loss from discontinued operations, net of taxes (b) ( .06) (.33)

Net loss attributable to Key common shareholders (2.14) (2.19)

Loss from continuing operations attributable to Key common shareholders - assuming dilution (2.07) (1.87)

Loss from discontinued operations, net of taxes - assuming dilution (b) ( .06) (.33)

Net loss attributable to Key common shareholders - assuming dilution (2.14) (a) (2.19) (a)

Cash dividends paid . 0825 .9375

Performance ratios

From continuing operations:

Return on average total assets (1.49) % ( 1.08) %

Return on average common equity (21.31) (13.03)

Net interest margin (TE) 2 .77 1 .92 (a)

From consolidated operations:

Return on average total assets (1.48) % (a) (1.22) % (a)

Return on average common equity (22.03) (a) (15.32) (a)

Net interest margin (TE) 2.74 1.95

Asset quality - from continuing operations

Net loan charge-offs $ 1 ,549 $ 8 22

Net loan charge-offs to average loans 3 .03 % 1 .51 %

Other data

Average full-time equivalent employees 16,943 18,229

Taxable-equivalent adjustment $ 1 9 $ (461)

(a)

(b)

TE = Taxable Equivalent, GAAP = U.S. generally accepted accounting principles

Financial Highlights (continued)

(dollars in millions, except per share amounts)

The following table entitled "GAAP to Non-GAAP Reconciliations" presents certain earnings data and performance ratios, excluding charges related to

goodwill and other intangible assets impairment, and the tax treatment of certain leveraged lease financing transactions disallowed by the Internal Revenue

Service. The table also shows the computations of certain financial measures related to "tangible common equity" and "Tier 1 common equity." The table

reconciles the GAAP performance measures to the corresponding non-GAAP measures, which provides a basis for period-to-period comparisons.

In September 2009, management made the decision to discontinue the education lending business conducted through Key Education Resources, the education

payment and financing unit of KeyBank National Association. In April 2009, management made the decision to curtail the operations of Austin Capital

Management, Ltd., an investment subsidiary that specializes in managing hedge fund investments for its institutional customer base. As a result of these

decisions, Key has accounted for these businesses as discontinued operations.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 18

9-30-09 6-30-09 9-30-08 9-30-09 9-30-08

Net income (loss)

Net loss attributable to Key (GAAP) $ (397) $ ( 226) $ (36) $ (1,111) $ (944)

Charges related to intangible assets impairment, after tax 28 ___ 4 192 4

Charges related to leveraged lease tax litigation, after tax ___ ___ 30 ___ 1,079

Net income (loss) attributable to Key, excluding charges related to intangible

assets impairment and leveraged lease tax litigation (non-GAAP) $ (369) $ ( 226) $ (2) $ (919) $ 139

Noncash deemed dividend - common shares exchanged for Series A Preferred Stock ___ $ 1 14 ___ $ 1 14 ___

Other preferred dividends and amortization of discount on preferred stock $ 41 50 $ 12 1 39 $ 1 2

Net loss attributable to Key common shareholders (GAAP) $ (438) $ ( 390) $ (48) $ (1,364) $ ( 956)

Net income (loss) attributable to Key common shareholders, excluding charges related to

intangible assets impairment and leveraged lease tax litigation (non-GAAP) (410) (390) (14) (1,172) 127

Per common share

Net loss attributable to Key common shareholders - assuming dilution (GAAP) $ (.52) $ (.68) $ (.10) $ (2.14) $ (2.19)

Net income (loss) attributable to Key common shareholders, excluding charges related to intangible assets

impairment and leveraged lease tax litigation - assuming dilution (non-GAAP) (.49) (.68) (.03) (1.84) .28

Performance ratios from consolidated operations

Return on average total assets: (a)

Average total assets $ 97,221 $ 1 00,858 $ 103,156 $ 100,607 $ 103,267

Return on average total assets (GAAP) (1.62) % ( .90) % ( .14) % (1.48) % ( 1.22) %

Return on average total assets, excluding charges related to intangible assets impairment

and leveraged lease tax litigation (non-GAAP) (1.51) ( .90) (.01) (1.22) . 18

Return on average common equity: (a)

Average common equity $ 8,249 $ 7 ,227 $ 8,077 $ 7,587 $ 8,336

Return on average common equity (GAAP) (21.07) % ( 15.32) % ( 2.36) % ( 22.03) % ( 15.32) %

Return on average common equity, excluding charges related to intangible assets

impairment and leveraged lease tax litigation (non-GAAP) (19.72) ( 15.32) ( .69) (18.64) 2 .04

Net interest income and margin from continuing operations

Net interest income:

Net interest income (GAAP) $ 5 92 $ 5 69 $ 678 $ 1,750 $ 1,699

Charges related to leveraged lease tax litigation, pre-tax ___ ___ ___ ___ 362

Net interest income, excluding charges related to leveraged lease tax

litigation (non-GAAP) $ 5 92 $ 5 69 $ 678 $ 1,750 $ 2,061

Net interest income/margin (TE):

Net interest income (TE) (as reported) $ 599 $ 575 $ 684 $ 1,769 $ 1,238

Charges related to leveraged lease tax litigation, pre-tax (TE) ___ ___ ___ ___ 872

Net interest income, excluding charges related to leveraged lease tax

litigation (TE) (adjusted basis) $ 599 $ 575 $ 684 $ 1,769 $ 2,110

Net interest margin (TE) (as reported) (a) 2.80 % 2.70 % 3.17 % 2.77 % 1.92 %

Impact of charges related to leveraged lease tax litigation, pre-tax (TE) (a) ___ ___ ___ ___ 1.30

Net interest margin, excluding charges related to leveraged lease tax

litigation (TE) (adjusted basis) (a) 2.80 % 2.70 % 3.17 % 2.77 % 3.22 %

Three months ended

GAAP to Non-GAAP Reconciliations

(dollars in millions, except per share amounts)

Nine months ended

The table also shows the computations of certain financial measures related to "tangible common equity" and "Tier 1 common equity." The tangible common equity ratio has become a focus of some

investors and management believes that this ratio may assist investors in analyzing Key's capital position absent the effects of intangible assets and preferred stock. Traditionally, the Federal Reserve

and other banking regulators have assessed a bank's capital adequacy based on Tier 1 capital, the calculation of which is codified in federal banking regulations. As a result of the Supervisory Capital

Assessment Program, these same regulators began supplementing their assessment of the capital adequacy of a bank based on a variation of Tier 1 capital, known as Tier 1 common equity. While not

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, Key has procedures in place to ensure that these

measures are calculated using the appropriate GAAP or regulatory components and to ensure that Key's performance is properly reflected to facilitate period-to-period comparisons. Although these non-

GAAP financial measures are frequently used by investors in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation, or as a substitute for

analyses of results as reported under GAAP.

codified, analysts and banking regulators have assessed Key's capital adequacy using the tangible common equity and/or the Tier 1 common equity measure. Because tangible common equity and Tier

1 common equity are not formally defined by GAAP or codified in the federal banking regulations, these measures are considered to be non-GAAP financial measures. Since analysts and banking

regulators may assess Key's capital adequacy using tangible common equity and Tier 1 common equity, management believes it is useful to provide investors the ability to assess Key's capital adequacy

on these same bases. The table also reconciles the GAAP performance measures to the corresponding non-GAAP measures.

The table below presents certain earnings data and performance ratios, excluding charges related to intangible assets impairment, and the tax treatment of certain leveraged lease financing transactions

disallowed by the Internal Revenue Service. Management believes that eliminating the effects of significant items that are generally nonrecurring facilitates the analysis of results by presenting them on

a more comparable basis.

KeyCorp Reports Third Quarter 2009 Results

October 21, 2009

Page 19

9-30-09 6-30-09 9-30-08

Tangible common equity to tangible assets at period end

Key shareholders' equity (GAAP) $ 10,970 $ 1 0,851 $ 8 ,651

Less: Intangible assets 972 1,023 1 ,730

Preferred Stock, Series B 2,426 2,422 ___

Preferred Stock, Series A 291 291 6 58

Tangible common equity (non-GAAP) $ 7,281 $ 7,115 $ 6,263

Total assets (GAAP) $ 96,989 $ 9 7,792 $ 1 01,290

Less: Intangible assets 972 1,023 1 ,730

Tangible assets (non-GAAP) $ 96,017 $ 96,769 $ 99,560

Tangible common equity to tangible assets ratio (non-GAAP) 7.58 % 7 .35 % 6 .29 %

Tier 1 common equity at period end

Key shareholders' equity (GAAP) $ 10,970 $ 1 0,851 $ 8 ,651

Qualifying capital securities 1,791 2,290 2 ,582

Less: Goodwill 917 917 1 ,595

Accumulated other comprehensive income (loss) (b) 11 ( 20) 1 07

Other assets (c) 408 172 2 12

Total Tier 1 capital (regulatory) 11,425 12,072 9,319

Less: Qualifying capital securities 1,791 2,290 2 ,582

Preferred Stock, Series B 2,426 2,422 ___

Preferred Stock, Series A 291 291 6 58

Total Tier 1 common equity (non-GAAP) $ 6,917 $ 7,069 $ 6,079

Net risk-weighted assets (regulatory) (c), (d) $ 90,601 $ 9 6,006 $ 1 09,017

Tier 1 common equity ratio (non-GAAP) (d) 7.63 % 7 .36 % 5 .58 %

(a) Income statement amount has been annualized in calculation of percentage.

(b)

(c)

(d) 9-30-09 amount or ratio is estimated.

TE = Taxable Equivalent, GAAP = U.S. generally accepted accounting principles

Three months ended

Other assets deducted from Tier 1 capital and net risk-weighted assets consist of disallowed deferred tax assets, disallowed intangible assets (excluding goodwill),

and deductible portions of nonfinancial equity investments.

GAAP to Non-GAAP Reconciliations (continued)

(dollars in millions, except per share amounts)

Includes net unrealized gains or losses on securities available for sale (except for net unrealized losses on marketable equity securities), net gains or losses on cash

flow hedges, and amounts resulting from the December 31, 2006, adoption and subsequent application of the applicable accounting guidance for defined benefit and

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