EXHIBIT 4.5



Exhibit 4.5


Interest Rate Swap Agreement



[1992 ISDA MASTER AGREEMENT (MULTICURRENCY - CROSS BORDER)]


Date: June 22, 2000



PARTY A


KEY BANK USA, NATIONAL ASSOCATION


By:    /s/ Randall M. Behm      
         

         Name: Randall M. Behm

         Title: Senior Vice President





PARTY B


KEYCORP STUDENT LOAN TRUST 2000-A


By:  Bank One, National Association, not in its individual

         capacity, but solely as Eligible Lender Trustee



By:    /s/ Keith R. Richardson      
         

         Name: Keith R. Richardson

         Title: Authorized Officer




SCHEDULE

to the

ISDA MASTER AGREEMENT

dated as of

June 22, 2000



between



KEY BANK USA, NATIONAL ASSOCIATION,

a national banking association organized under the laws of the United States

("Party A"),



and

KEYCORP STUDENT LOAN TRUST 2000-A,

a trust organized under the laws of the State of New York

(“Party B”).


Part 1. Termination Provisions


In this Agreement:-


	(a)	“Specified Entity” means in relation to Party A
for the purpose of:-




	   	Section 5(a)(v)

Section 5(a)(vi)

Section 5(a)(vii)

Section 5(b)(iv)	Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.




	 	and in relation to Party B for the purpose of:-




	   	Section 5(a)(v)

Section 5(a)(vi)

Section 5(a)(vii)

Section 5(b)(iv)	Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.




	(b)	“Specified Transaction” will have the
meaning specified in Section 14 of this Agreement.






	(c)	“Additional Termination Event” will
not apply to Party A and will apply, with respect to Redemption Event only, to
Party B. The occurrence of a Redemption Event will constitute an Additional
Termination Event in respect of which Party B will be the sole Affected
Party.




	(d)	 The provisions of Section 5(a) and Section 5(b) will
apply to Party A and to Party B as follows:-




	 	The designation below of an Event of Default as being
“Applicable” to a specific party means that upon the occurrence and
continuation of such an Event of Default with respect to such party, the other
party shall have the right of a Non-defaulting Party to designate an Early
Termination Date for the Sole Transaction (as defined below) under Section 6 of
this Agreement, and conversely, the designation of an Event of Default as being
“Not Applicable” to a party means that upon the occurrence and
continuation of such an Event of Default with respect to such party, the other
party shall not have the right to designate an Early Termination Date for the
Sole Transaction with respect to such event under Section 6 of this
Agreement.




	  	Section 5(a)



(i)      "Failure to Pay or Deliver" 	Party A



Applicable.	Party B




	  	 	“Failure to Pay or Deliver” is Applicable to
Party B; provided that Party B has funds available to make payments in
accordance with the terms of the Indenture and the Trustee has failed to make
any such payments in violation of the terms of the Indenture.





	  	(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)	"Breach of Agreement"

"Credit Support Default"

"Misrepresentation"

"Default under Specified Transaction"

"Cross Default"

"Bankruptcy"

"Merger Without Assumption"

"Additional Event of Default" specified in Part 1(h) (Acceleration
of Notes)	 	Applicable.

Applicable.

Applicable.

Not Applicable.

Not Applicable.

Applicable.

Applicable.

Not Applicable.	Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Applicable.

Not Applicable.

Applicable




	  	Section 5(b)



Neither party shall be entitled to designate an Early Termination Date as a
result of the occurrence and continuation of an event described in Section
5(b)(iii) (Tax Event Upon Merger).




	(e)	Payments on Early Termination. For the purpose
of Section 6(e):-




	  	(i) Except as provided in Appendix I (Redemption of
Notes) Market Quotation will apply.



(ii) The Second Method will apply.




	(f)	"Termination Currency" means United States
Dollars ("USD").




	(g)	The “Automatic Early Termination”
provisions of Section 6(a) will not apply to Party A or Party B.




	(h)	Additional Event of Default. Section 5(a) of this
Agreement is hereby amended by: (i) deleting the word "or" at the end of Section
5(a)(vii), (ii) deleting the period at the end of Section 5(a)(viii) and adding
"; or" at the end thereof and (iii) adding the following language at the end of
Section 5(a):



“(ix) Additional Event of Default. The principal of any class of
Notes shall have been declared or become immediately due and payable in
accordance with the terms of the Indenture (an “Acceleration of
Notes”) following an “event of default” thereunder (it being
understood that such event will constitute an Event of Default solely with
respect to Party B).”




Part 2.  Tax Representations.


	  	(a)	Payer Tax Representations. For the purposes of
Section 3(e), neither Party A, nor Party B makes any representations.




	  	(b)	Payee Tax Representations.




	  	(i) For the purposes of Section 3(f), Party A makes the
following representations:



It is a national banking association duly organized and existing under the laws
of the United States.



(ii) For the purposes of Section 3(f), Party B makes the following
representations:



It is a trust duly organized and existing under the laws of the Delaware.




Part 3. Agreement to Deliver Documents

	  	(a)	For the purpose of Section 4(a):



Tax forms, documents, or certificates to be delivered are:




	 	Party B and Party A each agree to complete
(accurately and in a manner reasonably satisfactory to the other Party),
execute, and deliver to such other Party a United States Internal Revenue
Service Form W-9, or any successor form, which will certify that such Party is
not subject to backup withholding (i) on a date which is before the first
Scheduled Payment Date under this Agreement (the “Form W-9 Submission
Date”), and thereafter prior to the end of the calendar year in which the
second anniversary of the Form W-9 Submission Date occurs, and thereafter prior
to the end of each successive three calendar year period, (ii) promptly upon
reasonable demand by a Party, and (iii) promptly upon learning that any
such form previously provided by a Party has become obsolete or
incorrect.




	  	(b)	Other documents to be delivered are:




	Party

required to

deliver	 	Form/Document/Certificate 	Date by

which to be

delivered 	 	Covered by

Section 3(d)

Representation




	Party A and Party B	 	Evidence of authority of the party to enter
into this Agreement and the Sole Transaction (as defined in Part 5(a))
contemplated hereby and of the signatory for such party to this Agreement and
the Confirmation of such Sole Transaction.	Upon execution of this Agreement	 	Yes




	Party A	 	Copy of the most recent Call Report filed by Party A
with the Office of the Comptroller of the Currency.	Promptly following reasonable demand by Party B	 	Yes





Part 4. Miscellaneous


	  	(a)	Addresses for Notices. For the purpose of
Section 12(a):



Address for notices or communications to Party A:




	  	Address:	Key Bank USA, National Association

M.C. OH-01-27-0405

127 Public Square - 4th Floor

Cleveland, Ohio 44144


	  	Attention:

Telephone:

Facsimile:	Trading Desk - Manager, Interest Rate Derivatives

(216) 689-3832

(216) 689-5859




	 
	Address for notices or communications to Party B:




	 
	Address:	KeyCorp Student Loan Trust 2000-A

c/o Bank One National Association

1 Bank One Plaza

Suite IL1-0126

Chicago, Illinois 60670


	 
	Attention:

Telephone:

Facsimile:	Corporate Trust Services

(312) 407-0192

(312) 407-1708




	 
	  	with a copy to the Administrator (as such term is
defined in Appendix A to the Sale and Servicing Agreement dated as of June 1,
2000, among Key Bank USA, National Association, as seller, administrator and
master servicer, KeyCorp Student Loan Trust 2000-A, as issuer, and Bank One,
National Association, as eligible lender trustee (the "Sale and Servicing
Agreement")) in the event that Key Bank USA, National Association ceases to be
the Administrator.



Address for notices or communications to the Securities Insurer:	  




	   	Address:	MBIA Insurance Corporation

113 King Street

Armonk, New York 10504




	   	Attention:

Telephone:

Facsimile:	Insured Portfolio Management-SF

(914) 273-4545

(914) 765-3810




	  	(b)	Process Agent. For the purpose of Section 13(c):



Party A appoints as its Process Agent: Not applicable.



Party B appoints as its Process Agent: Not applicable.




	  	(c)	Offices. The provisions of Section 10(a) will
apply to this Agreement.




	  	(d) 	Multibranch Party. For the purpose of Section 10(c):



Party A is not a Multibranch Party.



Party B is not a Multibranch Party.




	  	(e) 	Calculation Agent. The Calculation Agent is the Administrator. 




	  	(f)	Credit Support Document. Details of any Credit
Support Document, each of which are incorporated by reference in, and made part
of, this Agreement and each Confirmation (unless provided otherwise in a
Confirmation) as if set forth in full in this Agreement or such Confirmation:
Not applicable.




	  	(g) 	Credit Support Provider. Credit Support Provider
means, in relation to Party A, not applicable. Credit Support Provider means in
relation to Party B, not applicable.




	  	(h) 	Governing Law. This Agreement will be governed
by and construed in accordance with the law of the State of New York (without
reference to its choice of law doctrine).




	  	(j) 	Netting of Payments. Subparagraph (ii) of
Section 2(c) will not apply. 




Part 5. Other Provisions

	  	(a) 	Sole Transaction. Notwithstanding any other
provision of this Agreement, this Agreement shall govern only one Transaction
(the "Sole Transaction"). A copy of the form of Confirmation for the Sole
Transaction is attached hereto as Exhibit A. 




	  	(b) 	Isolation of Sole Transaction. Notwithstanding
Section 6, any designation of an Early Termination Date in respect of the Sole
Transaction shall apply only to the Sole Transaction.




	  	(c)	Accuracy of Specified Information. Section 3(d) is hereby
amended by adding in the third line thereof after the word “respect”
and before the period, the phrase “or, in the case of audited or unaudited
financial statements, a fair presentation of the financial condition of the
relevant person.”




	  	(d) 	Additional Representations. The parties agree to
amend Section 3 by adding new Sections 3(g), (h), (i) and (j) as follows:




	  	(g) 	Eligible Swap Participant. It is an "eligible
swap participant" as defined in the Part 35 Regulations of the Commodity Futures
Trading Commission. 




	  	(h) 	Line of Business. It has entered into this
Agreement and the Sole Transaction in conjunction with its line of business
(including financial intermediation services) or the financing of its business.
 




	  	(i) 	Non-Reliance. In connection with the negotiation
of, the entering into, and the confirming of the execution of, this Agreement
and the Sole Transaction: (i) the other party is not acting as a fiduciary or
financial or investment advisor for it; (ii) it is acting as a principal and not
as an agent or in any other capacity, fiduciary or otherwise; (iii) it is not
relying upon any representations (whether written or oral) of the other party
other than the representations expressly set forth in this Agreement and (iv) it
has consulted with its own legal, regulatory, tax, business, investment,
financial, and accounting advisors to the extent it has deemed necessary, and it
has made its own investment, hedging and trading decisions based on its own
judgment and upon any advice from such advisors as it has deemed necessary and
not upon any view expressed by the other party. 




	  	(j) 	Assessment and Understanding. It is capable of
assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of this Agreement and the Sole Transaction. It is also
capable of assuming, and assumes, the risks of the Sole Transaction.
 




	  	(e) 	FDI Act Representation. Party A represents to
Party B as follows: 




	  	(i) 	The necessary action to authorize referred to in the
representation in Section 3(a)(ii) includes all authorizations required under
the U. S. Federal Deposit Insurance Act, as amended and under any agreement,
writ, decree, or order entered into with its supervisory authorities. 




	  	(ii) 	At all times during the term of this Agreement, it will
continuously include and maintain as part of its official written books and
records this Agreement, this Schedule and all other exhibits, supplements, and
attachments hereto and documents incorporated by reference herein, all
Confirmations, and evidence of all necessary authorizations. 




	  	(iii) 	This Agreement, the Confirmation of the Sole
Transaction, and any other documentation relating to this Agreement to which it
is a party or that it is required to deliver will be executed and delivered by a
duly appointed or elected and authorized officer of it of the level of vice
president or higher. 




	  	(f)	No Bankruptcy Petition. Prior to the date that is one year
and one day after the date upon which Party B is terminated in accordance with
the terms of the Amended and Restated Trust Agreement dated as of June 1, 2000,
between Key Bank USA, National Association, as seller, and Bank One, National
Association, as eligible lender trustee (the “Eligible Lender
Trustee”), Party A shall not institute against, or join any other person in
instituting against, Party B any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceedings under any federal or
state bankruptcy or similar law.




	  	(g)	Obligations of Party B. Party A agrees that all
obligations, liabilities and expenses of Party B, including, without limitation,
any arising out of representations or agreements contained herein, shall be paid
from, and limited to, the assets of Party B and that the Eligible Lender Trustee
shall not be required to spend or risk its own funds hereunder, nor shall the
Trustee incur any liability in its individual capacity.




	 	(h)	No Setoff. Notwithstanding any other provision of this
Agreement, in no event shall either Party A or Party B have the right to setoff
or net an amount due from it under the Sole Transaction against an amount due
from the other party under any other Transaction, nor shall either Party A or
Party B have the right to setoff or net an amount due from it under any
Transaction that is not the Sole Transaction against an amount due from the
other party under the Sole Transaction. Notwithstanding any other provision of
this Agreement, the amount payable under Section 6(e) upon termination of the
Sole Transaction shall be determined without regard to any Transaction other
than the Sole Transaction.




	  	 (i)	Early Termination. 




	  	(1) 	Section 6(b)(ii) is hereby amended by adding at the end
of the first paragraph the following: 




	 	“ , provided that the party seeking to make the
transfer to avoid a Termination Event shall deliver to Party B (in the case of
transfers by Party A) or to Party A (in the case of transfers by Party B)
written confirmation from each Rating Agency then rating any class of Notes that
such transfer will not result in its then-current rating of each class of Notes
being withdrawn, suspended or lowered without regard to the Securities Guaranty
Insurance Policy.”





	   	(2)	
Notwithstanding anything to the contrary in this Agreement, if the Early
Termination Date of the Sole Transaction occurs or is effectively designated,
Party A and Party B agree as follows:





	 	(i) The Calculation Agent shall calculate an amount
that would be payable to or by Party B under this Agreement in respect of such
Early Termination Date (such amount, including any Net Payment or Net Receipt
constituting any portion thereof, the “Termination
Payment”).





	 	(ii) To the extent that Party A is required to pay
the Termination Payment to Party B, Party A shall pay such amount in accordance
with the terms of this Agreement.




	  	(iii) To the extent that Party B is required to pay the
Termination Payment to Party A where: 




	  	     (A) Party B is the
Defaulting Party (provided, however, that to the extent that Party B is the
Defaulting Party with respect to an Event of Default specified in Section
5(a)(i) of this Agreement (Failure to Pay or Deliver) this clause (A) shall
apply only with respect to the Net Payment (and not the remainder of the
Termination Payment)), Party B shall pay such amount in accordance with Section
5.04(b) or 5.04(c), as applicable, of the Indenture, and Section 5.05(c) of the
Sale and Servicing Agreement, as applicable. 




	  	     (B) Party A is the
Defaulting Party, the Early Termination Date arises from a Termination Event
(other than an Additional Termination Event) or a Redemption Event, or Party B
is the Defaulting Party with respect to an Event of Default specified in Section
5(a)(i) (exclusive of any Net Payment paid pursuant to Clause (A)), Party B
shall pay such Termination Payment in accordance with this Agreement.




	  	     (C) Party B replaces
Party A with a successor to Party A, Party B and Party A agree to cause the
successor to Party A to pay the Termination Payment (or such lesser amount
actually paid by such successor) to Party A. Any amounts actually received by
Party A under this clause (C) shall reduce the amounts payable pursuant to
clauses (A) and (B); Party A shall pay to Party B any excess of amounts actually
received by Party A under this clause (C) over the Termination Payment. 




	  	(j) 	Transfer. Section 7 is hereby amended by: 




		(1)	(i) adding the words “(and notice of the
transferee to)” after the word “of” on the third line thereof,
and (ii) adding the words “(subject to providing three Business Days prior
written notice of the transferee to the other party, to the Securities Insurer
and to each Rating Agency)” after the word “transfer” on the
fourth and seventh line thereof.




	  	(2) 	adding at the end thereof:




	 	“Any party making any such transfer shall
deliver to the other party and the Securities Insurer written confirmation from
each Rating Agency then rating any class of Notes that such transfer will not
result in its then-current rating of each class of Notes being withdrawn,
suspended or lowered without regard to the Securities Guaranty Insurance
Policy.”




	  	(k) 	Swap Exemption.





	  	(1) 	The parties agree that this Agreement and the Sole
Transaction are intended to constitute a "swap agreement" within the meaning of
Commodity Futures Trading Commission ("CFTC") Regulations Section 35.1(b)(1) and
Section 101(53)(B) of the U.S. Bankruptcy Code; 




	  	(2) 	Each party represents to the other that it is an
"eligible swap participant" within the meaning of CFTC Regulations Section
35.1(b)(2);





		(3)	The parties agree that neither this Agreement nor the
Sole Transaction is one of a fungible class of agreements that are standardized
as to their material economic terms, within the meaning of CFTC Regulations
Section 35.2(b); and





		(4)	Each party represents to the other that the
creditworthiness of the other party was or will be a material consideration in
entering into or determining the terms of this Agreement and the Sole
Transaction, including pricing, cost or credit enhancement terms of this
Agreement or the Sole Transaction, within the meaning of CFTC Regulations
Section 35.2(c).





	 	(l) WAIVER OF RIGHT TO TRIAL BY JURY. EACH OF THE
PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH
RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY TRANSACTION.





	  	(m) Amendments. Section 9(b) of this Agreement
is hereby amended by adding the following after the word "system" in the last
line thereof: 





	 	“, provided however, that all such amendments,
modifications or waivers shall require (1) (as long as no Securities Insurer
Default shall have occurred and be continuing) the consent (which consent shall
not be unreasonably withheld) of the Securities Insurer and (2) the written
affirmation of each Rating Agency then rating any class of Notes that such
amendment, modification or waiver shall not adversely affect its then-current
rating of each class of Notes without regard to the Securities Guaranty
Insurance Policy.”





	 	(n) Limited Recourse to Party B.
Notwithstanding anything to the contrary contained herein, all obligations of
Party B shall be payable by Party B only on each Distribution Date to the extent
that funds are available under the Sale and Servicing Agreement and, to the
extent such funds are not available or are insufficient for the payment thereof,
shall not constitute a claim against the Trust to the extent of such
unavailability or insufficiency until such time as the Trust has assets
sufficient to pay such prior deficiency. This paragraph shall survive the
termination of this Agreement but in all cases shall expire concurrently with
the restriction specified in Part 5(f).





	  	(o) No Suspension of Payments. Notwithstanding
Section 2(a)(iii) of this Agreement, Party A shall not suspend any payments due
under Section 2(a)(iii) unless: 




	 	(1) the principal of any class of Notes shall have
been accelerated in accordance with the terms of the Indenture following an
Event of Default thereunder;





	 	(2) the Securities Insurer has elected not to cure a
payment default by Party B under the circumstances described in Part 1(d) of
this Schedule after the Securities Insurer has been given three Business Days
notice by Party A of such payment default and such default is continuing;
or




	  	(3) an Early Termination Date for the Sole Transaction
has occurred or effectively been designated pursuant to the terms hereof.





	  	(p) Redemption Event. 





	 	(i) A “Redemption Event” will occur upon
the delivery by Party B (or its designee) to Party A of a “Party B
Response” (as defined in Appendix I) accepting Party A’s offer to
terminate the Sole Transaction as provided in Appendix I hereto; provided,
however, that Party B shall not deliver its Party B Response without the prior
written consent (which consent shall not be unreasonably withheld) of the
Securities Insurer (for so long as no Securities Insurer Default has occurred
and is continuing). Such Party B Response shall be delivered on or before the
related Redemption Date (as defined in the Indenture) and shall certify that the
Minimum Purchase Price (as defined in the Indenture) has been deposited into the
appropriate Trust Account (as defined in the Indenture). The parties hereto
acknowledge and agree that the Indenture Trustee (as defined in the Indenture)
may deliver such Party B Response on behalf of Party B. Party A hereby agrees
that upon receipt of such Party B Response from the Indenture Trustee certifying
that the Minimum Purchase Price has been deposited in the Collection Account,
Party A shall immediately designate the Redemption Date as an Early Termination
Date. Notwithstanding Section 6(d)(ii), the Payment Date in respect of a
Redemption Event shall be the Early Termination Date so designated. For
avoidance of doubt, no Redemption Event shall occur and no Early Termination
Date shall be effectively designated in respect thereof unless the Minimum
Purchase Price shall have been deposited into the applicable Trust Account(s)
pursuant to the Indenture and, for so long as no Securities Insurer Default has
occurred and is continuing, the prior written consent (which consent shall not
be unreasonably withheld) of the Securities Insurer has been obtained with
respect to the delivery of Party B’s Response to Party A.





	 	(ii) The parties hereto acknowledge and agree that
Key Bank USA, National Association, as Administrator under the Administration
Agreement, may deliver on behalf of Party B any “Party B Notices”
required or permitted by Appendix I hereto; provided, that in no event shall a
Redemption Event occur upon delivery of any such Party B Notice from the
Administrator.




	  	(q) Additional Definitions. Capitalized terms
used in this Schedule shall have the meaning set forth in the Confirmation, the
Indenture or, if not therein, the Sale and Servicing Agreement. 





	 	(r) Note Related Provisions. The parties
acknowledge that this Agreement is intended to relate to the Notes, which are
insured pursuant to Note Guaranty Insurance Policy No. 32556 (the
“Securities Guaranty Insurance Policy”) issued by MBIA Insurance
Corporation (“MBIA”) and as a result, hereby further agree as follows
(for so long as no Securities Insurer Default has occurred and is
continuing):





	 	(i) Application of Termination Events and Events
of Default. Notwithstanding anything in this Agreement to the contrary,
Party B shall not be entitled to designate an Early Termination Date
following any Event of Default, Redemption Event or Termination Event without
the prior written consent (which consent shall not be unreasonably withheld) of
the Securities Insurer and must designate an Early Termination Date at the
Securities Insurer’s direction if the circumstances would permit
Party B to then make such a designation.





	 	(ii) Cure Period. Notwithstanding
Section 5(a)(i) of this Agreement, an Event of Default in respect of
Party B under Section 5(a)(i) shall not occur unless there is a
failure to pay or deliver with respect to Party B under the circumstances
described in Part 1(d) of this Schedule by Party B and the Securities
Insurer has not (after having received notification of such a default from
Party A) chosen to make such performance on Party B’s behalf
within three Business Days of such notice.





	 	(iii) Securities Insurer-Directed Termination
Following Cure. If an Event of Default under Section 5(a)(i) of this
Agreement occurs with respect to Party B as the Defaulting Party under the
circumstances described in Part 1(d) hereof and the Securities Insurer has
elected to make a payment on Party B’s behalf, then the parties agree
that (A) Party B’s payment obligation shall not have been
satisfied, (B) such payment default shall be continuing with respect to
Party B and shall accrue interest due from Party B at the Late
Interest Rate, (C) Party A, upon receipt of such payment on
Party B’s behalf from the Securities Insurer shall be deemed to have
assigned its right to such payment from Party B (including interest on such
payment) to the Securities Insurer, and (D) the Securities Insurer shall
have the right (but no obligation) to direct Party A to designate an Early
Termination Date against Party B with respect to Party B’s
payment default.





	 	(iv) Deduction or Withholding For Tax.
Notwithstanding Section 14 of this Agreement, in relation to any payment
required to be made by Party B, no Tax shall be an Indemnifiable Tax, and
in relation to any payment required to be made by Party A, each and every
Tax shall be an Indemnifiable Tax.





	  	(v) Representations and Agreements. Each party
agrees that each of its representations and agreements in this Agreement is
expressly made to and for the benefit of the Securities Insurer. 




	 	(vi) The Securities Insurer. Party A and
Party B hereby each acknowledge and agree that the Securities Insurer shall
be an express third-party beneficiary (and not merely an incidental third-party
beneficiary) of this Agreement and the obligations of each such party under this
Agreement, as such, entitled to enforce this Agreement and the terms of any
Transaction hereunder against either Party A or Party B on its own
behalf and/or on behalf of the holders of the related Notes and otherwise shall
be afforded all remedies available hereunder or otherwise afforded by law
against the parties hereto to redress any damage or loss incurred by the
Securities Insurer or the Notes including, but not limited to, fees (including
professional fees), costs and expenses incurred by the Securities Insurer which
are related to, or resulting from any breach by such party of its obligations
hereunder.





	 	(vii) Securities Insurer Role. Party A
and Party B hereby each acknowledge and agree that the Securities Insurer
is not obligated to cure any default by Party B under this Agreement, but
that in connection with the Securities Insurer’s best judgment,
the Securities Insurer is expressly granted, in partial consideration
for the issuance of the Securities Guaranty Insurance Policy, the rights
specified in this Agreement, including, but not limited to, the right to effect
cures of payment defaults by Party B and the right to receive certain
notices.





	 	(viii) Notices. A copy of each notice or other
communication between the parties with respect to this Agreement (including,
without limitation, Appendix I hereto) must be forwarded to the Securities
Insurer.




	  	(ix) “Reference Market Makers.” The
definition of "Reference Market-makers" set forth in Section 12 of this
Agreement shall be amended in its entirety to read as follows: 





	 	“Reference Market-makers” means four (4)
leading dealers in the relevant swap market selected by the party determining a
Market Quotation in good faith (a) from among dealers of the highest credit
standing which satisfy all the criteria that such party applies generally at the
time in deciding whether to offer or to make an extension of credit and
(b) to the extent practicable, from among dealers having an office in the
same city. The rating classification assigned to any outstanding long-term
senior debt securities issued by such dealers shall be at least (1) Aa or
higher as determined by Moody’s Investors Service Inc., (2) AA or
higher as determined by Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc. or (3) AA or higher as determined by
Fitch (if rated by Fitch), provided, however, that, in any case, if Market
Quotations cannot be determined by four (4) such dealers, the party making the
determination of the Market Quotation may designate, with the consent (which
consent shall not be unreasonably withheld) of the other party and the Insurer,
one (1) or more leading dealers whose long-term senior debt bears a lower
investment grade rating.





        IN WITNESS
WHEREOF, the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this
document. 


	KEY BANK USA,

NATIONAL ASSOCIATION	KEYCORP STUDENT LOAN

TRUST 2000-A

By Bank One, National Association, not in its individual capacity, but solely as
Eligible Lender Trustee








	By:   /s/ Randall M. Behm    
      

Name:     Randall M. Behm

Title:       Senior Vice President

Date:      6/22/2000 	By:   Keith R. Richardson     

Name:      Keith R. Richardson

Title:       Authorized Officer

Date:       6/22/2000




Appendix I



Redemption of Notes.


        1. As promptly
as practicable, but in any event not later than two Business Days after delivery
by Party B (or Party B’s designee, in either case at the direction of, or
with the consent (which consent shall not be unreasonably withheld) of, the
Securities Insurer, but only for so long as no Securities Insurer Default has
occurred and is continuing) to Party A of a notice of proposed redemption (the
“Redemption”) and request for a quotation of Termination Payment (the
“Party B Notice”), Party A will give notice by telephone to Party B
(which notice will be promptly confirmed in writing to Party B)(the “Party
A Response”):-- 


        (i) offering to
terminate the Sole Transaction upon such Redemption; and


        (ii) stating in
good faith and in reasonable detail the Termination Payment (the
“Redemption Payment”) that will be payable by Party B to Party A or by
Party A to Party B on the proposed Redemption Date (as defined in the Indenture)
if the offer is accepted at the time of such offer (or through such later time,
if any, as may be expressed in the offer in the discretion of Party A) and the
Redemption is effected on the Redemption Date; provided, however, that, if such
offer is not accepted at such time, Party A will, promptly after requests
therefor by Party B (at the direction of, or with the consent (which consent
shall not be unreasonably withheld) of, the Securities Insurer), make new offers
to effect the termination of the Sole Transaction and will make such new offers
in accordance with reasonable market practice until 11:00 a.m. New York City
time on the Business Day two Business Days prior to the Redemption Date (the
“Deadline”). Any such new offer will contain the statements required
by the preceding clauses (i) and (ii) and will also be a Party A Response,
except that:-- 


        (x) only the
Party A Response will determine the period during which new offers are required
to be accepted; and


        (y) in the case
of the Final Offer (as defined below), “Market Quotation” will be
substituted for “Loss” for purposes of determining the Redemption
Payment. 


        The last such
new offer is referred to herein as the “Final Offer.” The Final Offer
will be identified as such in the relevant Party A Response. The Final Offer
will not be delivered earlier than the Business Day on which the Deadline
occurs. The Final Offer will be communicated by telephone to Party B (which
Final Offer will be promptly confirmed in writing to Party B). 


        2. Each Party A
Response will describe the Redemption Payment, even if the Redemption Payment
remains the same and, except as described above with respect to the Final Offer,
each Redemption Payment will be determined using “Loss” and
“Second Method” and based on Party B as the sole Affected Party. 


        3. As promptly
as practicable, but in any event not later than the end of the period during
which an offer may be accepted pursuant to the relevant Party A Response, Party
B (with the consent (which consent shall not be unreasonably withheld) of, or at
the direction of, the Securities Insurer, but only for so long as no Securities
Insurer Default has occurred and is continuing), acting in good faith and in
accordance with reasonable derivatives market practice, will accept the offer
expressed therein by notice (the “Party B Response”) to Party A. Such
notice will be by telephone, will be promptly confirmed in writing and will
thereupon be effective, all in accordance with usual derivatives markets
transactions. If the offer is accepted as aforesaid, the Redemption will be
effective on the Redemption Date on the terms expressed in the last relevant
Party A Response as accepted by the Party B Response (subject to the conditions
set forth in Part 5(o) of this Agreement). The Redemption Payment will be the
amount described in the Party A Response accepted by Party B. 


        4. Party B (or
its designee) will have the right to make reasonable request of Party A for
indications of Redemption Payments based on proposed Redemptions as contemplated
by Paragraphs 1 through 3 above, and Party A will supply such indications
promptly and in good faith following any such request. Except as provided in
Paragraphs 1 through 3 above and Part 5(o) of this Agreement, neither Party B
nor its designee will be obligated to effect any such Redemption. 



Interest Rate (Basis Spread) Swap Documentation

KEYCORP STUDENT LOAN TRUST 2000-A

c/o Bank One, National Association

One Bank One Plaza

Suite IL-0126

Chicago, Ill, 60670

Fax:  (312) 407-1708

cc:  (212) 373-1382

Attention: Corporate Trust Services


From:  KEY BANK USA, NATIONAL ASSOCIATION


        The purpose of this
communication is to set forth the terms and conditions of the Interest Rate
(Basis Spread) ead) Swap Transaction (the “Transaction”) between
KEY BANK USA, NATIONAL ASSOCIATION (“Party A”) and KEYCORP
STUDENT ENT LOAN TRUST 2000-A (“Party B”) on the Trade Date
specified below. This communication will constitute a “Confirmation”
as referred to in the ISDA Master Agreement (Multicurrency - Cross Border) dated
as of June 22, 2000, entered into by the parties hereto (the “ISDA Master
Agreement”). 


        The definitions
and provisions contained in the 1991 ISDA Definitions as supplemented by the
1998 Supplement to the 1991 ISDA Definitions (collectively, the
“Definitions”), both as published by the International Swaps and
Derivatives Association, Inc. (“ISDA”), are incorporated herein. 


        This
Confirmation supplements, forms part of and is subject to the ISDA Master
Agreement. All provisions contained in the ISDA Master Agreement will govern
this Confirmation, except as expressly modified below. In the event of any
inconsistency among or between the ISDA Master Agreement, the Definitions and
this Confirmation, this Confirmation will govern. 


        Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
(either directly or by incorporation) in the ISDA Master Agreement and Appendix
A of the Sale and Servicing Agreement (as of the Trade Date). The term
“Business Day” shall have the meaning ascribed thereto in Appendix A
of the Sale and Servicing Agreement. 


	  	1. 	The terms of
the particular Transaction to which this Confirmation relates are as
follows:  




	  	Trade Date: 	June 22, 2000 




	  	Effective Date:  	July 1, 2000  




	  	Termination Date:  	The earlier of (i) the date on which the outstanding
principal amount of the Notes is reduced to zero and all amounts then owing to
the Securities Insurer have been paid and (ii) the occurrence and continuation
of an Event of Default under the Indenture resulting in a liquidation of the
Financed Student Loans. 




	  	Calculation Agent:  	The Administrator (as defined in Appendix A of the Sale
and Servicing Agreement) 




	  	Netting:  	On any Payment Date, the obligations of the Parties
shall be netted such that the Party with the greater Floating Rate Payment
obligation shall pay to the other Party the difference between the Floating Rate
Payment owed by it to the other Party and the Floating Rate Payment owed to it
by the other Party.  




	  	Collection Periods:   	With respect to the first Distribution Date, the 4
Monthly Calculation Periods immediately preceding the month in which such
Distribution Date occurs. With respect to any subsequent Distribution Date, the
3 Monthly Calculation Periods immediately preceding the month in which the
Distribution Date occurs.  




	  	Monthly Calculation Periods:  	For each calendar month, the period beginning on and
including the first day of such month and ending on and including the last day
of such month. For the avoidance of doubt, no Business Day Convention shall
apply to the calculation of the number of days in a Monthly Calculation Period.




	  	Floating Rate Amounts Payable By Party A: 




	  	Party A

Floating Rate Payments:	

For each Collection Period, the sum of the Party A Floating Rate Payments for
each Monthly Calculation Period. The Party A Floating Rate Payment for any
Monthly Calculation Period shall be the product of: 




	  	(1) Three-Month LIBOR plus 2.60% calculated in the same
manner and on such dates as such index is calculated for the LIBOR Indexed
Securities for the Interest Period that ends on the Distribution Date to which
such Collection Period relates;  




	  	(2) the principal balance of the Prime Rate Loans as
determined as of the first day of the Monthly Calculation Period; and  




	  	(3) a fraction, the numerator of which is the actual
number of days in the Monthly Calculation Period and the denominator of which is
360  




	  	   	In addition, on any Payment Date Party A shall be
obligated to pay any Net Trust Swap Receipt Carryover Shortfall Amount that
exists on such Payment Date.  





	  	Party A Floating Rate

Payment Dates:  	 

With respect to each Collection Period, the Distribution Date to which such
Collection Period relates.  




	  	Floating Rate Amounts Payable by Party B: 





	  	Party B Floating Rate

Payments:  	 

For each Collection Period, the sum of the Party B Floating Rate Payments for
each Monthly Calculation Period. The Party B Floating Rate Payment for any
Monthly Calculation Period shall be the product of:  




	 	(1) 	the Prime Rate as determined as of the first day of the
Monthly Calculation Period;




	 	(2) 	the aggregate principal balance of Prime Rate Loans as
determined as of the first day of the Monthly Calculation Period; and 




	 	(3) 	a fraction, the numerator of which is the actual number of days in the related
monthly period and the denominator of which is 365 (or 366 in a leap year). 





	 	In addition, on any Payment Date Party B shall be
obligated to pay any Net Trust Swap Payment Carryover Shortfall Amount that
exists on such Payment Date, but only to the extent that funds are available and
only in accordance with the provisions of the Sale and Servicing
Agreement.





	  	Party B Floating Rate

Payment Dates: 	 

With respect to each Collection Period, the Distribution Date to which such
Collection Period relates. 




	  	Fixed Rate Payment: 




	  	Fixed Rate Payer: 	Party B 





	  	Fixed Rate Payment: 	Zero 




	  	Fixed Rate Payment Date: 	June 22, 2000





	  	2. 	Account Details:





	  	Payments to Party A:



KEYBANK NATIONAL ASSOCIATION

ABA 0410001039

AC 1553

ATTENTION: DERIVATIVE OPERATIONS

CREDIT TO KEYBANK USA



Payments to Party B:



KEYBANK NATIONAL ASSOCIATION

ABA 0410001039

AC 35-214-101-1341 




	  	3. 	Other Terms: 




	  	If the rating of Party A is withdrawn, suspended or
reduced below A3 by Moody’s, A- by Standard & Poor’s or A- by
Fitch (if rated by Fitch), Party A shall be required, no later than the 30th day
following such rating withdrawal, suspension or downgrade, at Party A’s
expense, to either (i) obtain a substitute swap counterparty acceptable to the
Securities Insurer that has a counterparty rating of at least A3 by
Moody’s, A- by Standard & Poor’s and A- by Fitch (if rated by
Fitch) or (ii) enter into arrangements reasonably satisfactory to the Indenture
Trustee and the Securities Insurer, including collateral arrangements,
guarantees or letters of credit, which arrangements in the view of such Rating
Agency will result in the elimination of the effect or impact of such rating
withdrawal, suspension or downgrade on the Noteholders and the Securities
Insurer without regard to the Securities Guaranty Insurance Policy. Failure to
comply with this obligation shall constitute an Additional Termination Event
with Party A as the Affected Party.



Each capitalized term used in this Confirmation and not defined in this
Confirmation or Appendix A of the Sale and Servicing Agreement or the
Definitions shall have the meaning assigned in the ISDA Master Agreement. 




Please promptly confirm that the preceding correctly sets forth
the terms of our agreement by executing the copy of this Confirmation enclosed
for that purpose and returning it to us. 


		Yours sincerely,



KEY BANK USA, NATIONAL

ASSOCIATION





By:        /s/ Randall M. Behm          

Name:    Randall M. Behm

Title:      Senior Vice President




Confirmed as of the date first written:



KEYCORP STUDENT LOAN TRUST 2000-A



By: Bank One, National Association

not in its individual capacity but solely

as Eligible Lender Trustee


By:   /s/ Keith R. Richardson    
           

Name:   Keith R. Richardson

Title:    Authorized Officer