Goldman Winter Conference

March 20, 2003

2PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995FORWARD-LOOKING STATEMENT DISCLOSURE

These presentation materials and discussion, including related questions and answers, contain forward-looking statements about issues like anticipated first quarter and full-year 2003 earnings, anticipated level of net loan charge-offs and nonperforming assets and anticipated improvement in profitability and competitiveness. Forward-looking statements by their nature are subject to assumptions, risks and uncertainties. Actual results could differ materially from those contained in or implied by such forward-looking statements for a variety of factors including: changes in interest rates; continued weakness in the economy, which could materially impact credit quality trends and the ability to generate loans; failure of the capital markets to function consistent with customary levels; delay in or inability to execute strategic initiatives designed to grow revenues and/or manage expenses; consummation of significant business combinations or divestitures; new legal obligations or restrictions or unfavorable resolution of litigation; further disruption in the economy or the general business climate as a result of terrorist activities or military actions; and changes in accounting, tax or regulatory practices or requirements.

Key Corporate & Investment Banking

Tom Bunn

Henry L. Meyer III

Chairman & CEO

1Key District Presidents

Yank Heisler

Victory Capital

Key Consumer Banking

Staff Areas:

Chief Administrative Officer – Tom StevensCFO – Jeff WeedenTechnology – Bob RickertHuman Resources – Tom Helfrich

McDonald Financial Group

Bob Jones

Rick BuoncoreJack Kopnisky

Key’s Management Team

4

Key’s Major Lines of Business

CorporateFinance

41%ConsumerBanking

43%

CapitalPartners

16%

2002 Net Income

Retail BankingSmall BusinessIndirect LendingNational Home Equity

Corporate Banking National Commercial R/E Nat. Equipment Finance

Victory Capital ManagementHigh Net WorthCapital Markets

5

An organization An organization structurestructure that aligns all that aligns all

products and people around clientsproducts and people around clients

– KCIB now comprises all of Key’s Corporate KCIB now comprises all of Key’s Corporate

Banking, Capital Markets, Treasury Banking, Capital Markets, Treasury

Management, Commercial Real Estate, Management, Commercial Real Estate,

Equipment Leasing, and Investment Banking Equipment Leasing, and Investment Banking

unitsunits

The KCIB Structure

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Tom Bunn

Key Equipment

Finance

KeyBank Real Estate

Capitaland

Commercial Bank

Key Institution

alBank

KeyBank Global

TreasuryManagemen

t

KCIB Administration

KeyBank Bank

CapitalMarkets

KeyBank Syndicate

dFinance

KeyBank Taxable Fixed

Income

KeyBank Equity CapitalMarkets

KCIB Portfolio

Management

KCIB Leadership

Paul Larkins Chris Gorman

George Emmons

Linda Grandstaff

Pam Carson

Amy Carlson

Richard Owens

Will Barnes

Dan AustinJack

Schlifer

Cheryl Nickels

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AlignAlign our product and intellectual capital in a single our product and intellectual capital in a single organizationorganization

FocusFocus our business on targeted clients and industries our business on targeted clients and industries where we have a competitive advantagewhere we have a competitive advantage

Use our Use our capitalcapital strategically, with the right clients strategically, with the right clients

Become Become more importantmore important to our important clients to our important clients

Invest in businesses that fit our strategyInvest in businesses that fit our strategy

How We’re Building KCIB

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Origination Groups

Key Institutional BankKey Equipment FinanceKeyBank Real Estate CapitalKeyBank Commercial Bank

Product Set

Core Bank ProductsEquipment LeasingPortfolio ManagementTreasury ManagementSyndicated FinanceDerivatives and Foreign ExchangeMergers & AcquisitionsEquity Capital MarketsPrivate Debt PlacementFixed IncomeAsset Management

A Rich Product Set to Cross Sell

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Synergistic LocationsSynergistic Locations

Retail Bank and KCIB Offices

KCIB Offices Only

Strategically focused and competitively sized Strategically focused and competitively sized 262 Offices in 32 States and 23 Countries262 Offices in 32 States and 23 Countries

Commercial Bank

Real Estate

Leasing

Institutional Bank

Debt Capital Markets

Lines of Business

* 28 offices are outside of the USA

Geographic View of KCIB

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ClientsClients:: 8,500 8,500 Principally $10-250 million in annual revenues, within KeyBank’s footprint markets Principally $10-250 million in annual revenues, within KeyBank’s footprint markets

OfficesOffices:: 35 (in footprint) 35 (in footprint)

FocusFocus: : Greater penetration of current clients, identification of targeted prospects, and cross Greater penetration of current clients, identification of targeted prospects, and cross selling of Key’s product set. selling of Key’s product set.

Approach to ClientApproach to Client: : Relationship-oriented and idea based, up tier to fee-based and more Relationship-oriented and idea based, up tier to fee-based and more sophisticated capital alternatives as needs arise. sophisticated capital alternatives as needs arise.

Product FocusProduct Focus: : Equipment Leasing, Treasury and Asset Management, Bank Financing, Equipment Leasing, Treasury and Asset Management, Bank Financing, Business Advisory and Capital Markets; significant deposit-gathering initiative underwayBusiness Advisory and Capital Markets; significant deposit-gathering initiative underway

Intellectual CapitalIntellectual Capital: : Long-term client relationship managers domiciled in local markets. Long-term client relationship managers domiciled in local markets. New training and reward structures will drive cross-sell and penetration. New training and reward structures will drive cross-sell and penetration.

Other LeversOther Levers: : Key’s brand awareness and community/business relationships in footprint Key’s brand awareness and community/business relationships in footprint markets; access to capital markets expertise; ability to provide complete range of financial markets; access to capital markets expertise; ability to provide complete range of financial solutions solutions

KeyBank Commercial Bank - (Middle Market)

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Clients:Clients: Approximately 1,200 Approximately 1,200

Principally $250 million-plus in annual revenues within and outside Key footprint.Principally $250 million-plus in annual revenues within and outside Key footprint.

OfficesOffices:: 6 (footprint) and 6 (out of footprint) 6 (footprint) and 6 (out of footprint)

FocusFocus:: Eight industries where Key/McDonald have traditional strength: Consumer; Eight industries where Key/McDonald have traditional strength: Consumer; Energy/Utilities; Financial Services; Financial Sponsors; Healthcare; Industrial; Institutional Energy/Utilities; Financial Services; Financial Sponsors; Healthcare; Industrial; Institutional Geography; Technology.Geography; Technology.

Approach to ClientApproach to Client:: Idea and solution based, not bank-finance driven. Levered by Idea and solution based, not bank-finance driven. Levered by industry sector knowledge. Emphasis on prospecting in this category, and solidifying industry sector knowledge. Emphasis on prospecting in this category, and solidifying relationships. relationships.

Product focusProduct focus:: M&A; Debt and Equity Capital Markets; Syndicated Bank Finance; M&A; Debt and Equity Capital Markets; Syndicated Bank Finance; Strategic Business Advisory; Equipment Leasing Strategic Business Advisory; Equipment Leasing

Intellectual CapitalIntellectual Capital:: Integrated teams of corporate and investment bankers; dedicated Integrated teams of corporate and investment bankers; dedicated industry-focused research teams.industry-focused research teams.

Other LeversOther Levers:: M&A and Capital Markets transactions totaled 155 in 2002; $18 billion of M&A and Capital Markets transactions totaled 155 in 2002; $18 billion of capital raised; second best year ever. Significant core industry overlap between Key and capital raised; second best year ever. Significant core industry overlap between Key and McDonald.McDonald.

Key Institutional Bank

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ClientsClients:: 1,000 1,000 Principally middle market and institutional Principally middle market and institutional in 29 U.S. markets and 4 time zonesin 29 U.S. markets and 4 time zones

OfficesOffices:: 6 (in footprint) and 23 (out of footprint)6 (in footprint) and 23 (out of footprint)

FocusFocus:: Highly successful integration of bank and capital-markets financing Highly successful integration of bank and capital-markets financing capabilities and mortgage servicing in commercial real estate sectors. capabilities and mortgage servicing in commercial real estate sectors.

Approach to ClientApproach to Client:: A client-focused organization that serves middle market, A client-focused organization that serves middle market, institutional and private equity clients through a single, unified sales force, meeting institutional and private equity clients through a single, unified sales force, meeting the the totaltotal capital needs of target clients. capital needs of target clients.

Product FocusProduct Focus:: Commercial Banking, Mortgage Banking and Investment Banking, as Commercial Banking, Mortgage Banking and Investment Banking, as well as Loan Syndications, Derivatives, Deposits, Cash Management, Private Banking well as Loan Syndications, Derivatives, Deposits, Cash Management, Private Banking and other core bank productsand other core bank products

Intellectual CapitalIntellectual Capital:: Relationship managers and product specialty portfolio Relationship managers and product specialty portfolio managers in 29 target metro markets. New training and reward structures will drive managers in 29 target metro markets. New training and reward structures will drive cross-sell and penetration.cross-sell and penetration.

Other LeversOther Levers:: 5th largest commercial real estate lender in U.S.; 75th largest commercial real estate lender in U.S.; 7thth largest largest commercial mortgage loan servicer in U.S.commercial mortgage loan servicer in U.S.

KeyBank Real Estate Capital

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KeyBank Real Estate Capital

Multifamily22%

Other13%Warehouse

9%

REITs11%

Office13%

Residential11%

Retail21%

Eastern21%

Great Lakes36%

Central18%

Western25%

Distribution of Assets

Geographic Distribution of Assets

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ClientsClients:: Approximately 20,000 Approximately 20,000

Customers in the U.S. and abroad, ranging from small businesses to middle market and large Customers in the U.S. and abroad, ranging from small businesses to middle market and large corporations, both inside and outside the Key footprint.corporations, both inside and outside the Key footprint.

OfficesOffices:: In the U.S., KEF operates from 46 offices in most major cities across 25 states (inside In the U.S., KEF operates from 46 offices in most major cities across 25 states (inside and outside Key footprint); KEF also has multiple sales offices in 25 countries around the and outside Key footprint); KEF also has multiple sales offices in 25 countries around the world.world.

FocusFocus:: To provide innovative and flexible financing customized to client’s specific equipment To provide innovative and flexible financing customized to client’s specific equipment and financial, tax and accounting needs; “Lead with Leasing” initiative partners with other and financial, tax and accounting needs; “Lead with Leasing” initiative partners with other Key LOBs to introduce leasing as means of opening the door to cross-sell other Key products. Key LOBs to introduce leasing as means of opening the door to cross-sell other Key products.

Approach to ClientApproach to Client:: Product-based and cross-selling to other Key LOBs are Product-based and cross-selling to other Key LOBs are expected/rewarded.expected/rewarded.

Product FocusProduct Focus:: Equipment Financing, Vendor Programs, Lease Advisory Services, Equipment Financing, Vendor Programs, Lease Advisory Services, Syndication Buy and Sell, and Leveraged Leasing. Products often cross-sold include: Syndication Buy and Sell, and Leveraged Leasing. Products often cross-sold include: Investment Banking, Merger & Acquisition support, Foreign Exchange, Treasury and Asset Investment Banking, Merger & Acquisition support, Foreign Exchange, Treasury and Asset Management, Cash Management/Depository Products.Management, Cash Management/Depository Products.

Intellectual CapitalIntellectual Capital:: Relationship management focus, industry expertise, multiple in-house Relationship management focus, industry expertise, multiple in-house services and high performance sales culture.services and high performance sales culture.

Other LeversOther Levers:: Nation’s 6th largest bank-affiliated leasing company; $8 billion equipment Nation’s 6th largest bank-affiliated leasing company; $8 billion equipment portfolio. portfolio.

Key Equipment Finance

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Revenue GrowthRevenue Growth– Alignment of commercial and investment bankingAlignment of commercial and investment banking– Increase relationship profitability guidelinesIncrease relationship profitability guidelines– Align incentives with breadth and depth of relationshipAlign incentives with breadth and depth of relationship

profitabilityprofitability– Demand to get paid for use of Key’s capitalDemand to get paid for use of Key’s capital– Deliver multiple Key/McDonald/Victory productsDeliver multiple Key/McDonald/Victory products

Deposit GrowthDeposit Growth– Cross-sell loans and depositsCross-sell loans and deposits– Focus on deposit-rich client segmentsFocus on deposit-rich client segments

Major KCIB Strategic Initiatives: 2003

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Credit QualityCredit Quality– Re-connect accountability with RMsRe-connect accountability with RMs– Align incentives with credit qualityAlign incentives with credit quality– Maximize Key-led transactionsMaximize Key-led transactions

Expand “Originate to Distribute” Expand “Originate to Distribute” CapabilityCapability– Floating Rate SyndicationsFloating Rate Syndications– Private Debt PlacementsPrivate Debt Placements– Fixed IncomeFixed Income– Product ManagementProduct Management

Focus … Focus … FocusFocus … Focus … Focus

Major KCIB Strategic Initiatives: 2003