MBIA INSURANCE CORPORATION,

as Insurer

KEY BANK USA, NATIONAL ASSOCIATION,

as Master Servicer, Seller and Administrator

KEYCORP STUDENT LOAN TRUST 2003-A,

as Issuer

KEY CONSUMER RECEIVABLES LLC,

as Depositor

BANK ONE, NATIONAL ASSOCIATION,

as Eligible Lender Trustee

and

JPMORGAN CHASE BANK,

as Indenture Trustee

INSURANCE AGREEMENT

$374,980,000

KeyCorp Student Loan Trust 2003-A

Floating Rate Asset Backed Notes

Class II-A-1, Class II-A-2 and Class II-B

Dated as of August 1, 2003

TABLE OF CONTETS

Page

ARTICLE I

DEFINITIONS

1

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01.

Representation and Warranties of the Issuer, the Master Servicer,

the Seller, the Administrator and the Depositor

6

Section 2.02.

Affirmative Covenants of the Issuer, the Master Servicer, the

Seller, the Administrator and the Depositor

10

Section 2.03.

Negative Covenants of the Issuer, the Master Servicer, the

Seller, the Administrator and the Depositor

15

Section 2.04.

Representations, Warranties and Covenants of Eligible Lender Trustee

16

Section 2.05.

Representations, Warranties and Covenants of Indenture Trustee

18

ARTICLE III

THE POLICY; REIMBURSEMENT

Section 3.01.

Issuance of the Policy

19

Section 3.02.

Payment of Fees and Premium

21

Section 3.03.

Reimbursement and Additional Payment Obligation

22

Section 3.04.

Indemnification; Limitation of Liability

23

Section 3.05.

Payment Procedure

25

Section 3.06.

Indemnification of the Indenture Trustee; Limitation of Liability.

26

ARTICLE IV

FURTHER AGREEMENTS

Section 4.01.

Effective Date; Term of the Insurance Agreement

27

Section 4.02.

Further Assurances and Corrective Instruments

27

Section 4.03.

Obligations Absolute

27

Section 4.04.

Assignments; Reinsurance; Third-party Rights

29

Section 4.05.

Liability of the Insurer

30

Section 4.06.

Parties Will Not Institute Insolvency Proceedings

30

Section 4.07.

Eligible Lender Trustee, Indenture Trustee, Depositor,

Administrator, Seller, Issuer and Master Servicer To Join

in Enforcement Action

30

Section 4.08.

Subrogation

30

ARTICLE V

DEFAULTS; REMEDIES

Section 5.01.

Defaults

31

Section 5.02.

Remedies; No Remedy Exclusive

32

Section 5.03.

Waivers

33

ARTICLE VI

MISCELLANEOUS

Section 6.01.

Amendments, Etc

33

Section 6.02.

Notices

33

Section 6.03.

Severability

35

Section 6.04.

Governing Law

35

Section 6.05.

Consent to Jurisdiction

35

Section 6.06.

Consent of the Insurer

36

Section 6.07.

Counterparts

36

Section 6.08.

Headings

36

Section 6.09.

Trial by Jury Waived

36

Section 6.10.

Limited Liability

36

Section 6.11.

Entire Agreement

37

INSURANCE AGREEMENT

THIS INSURANCE AGREEMENT (this Insurance Agreement) dated as of August 1, 2003 by and among KEY BANK USA, NATIONAL ASSOCIATION (Key Bank), in its capacity as the Seller (together with its permitted successors and assigns, the Seller), KEY BANK, in its capacity as Master Servicer (together with its permitted successors and assigns, the Master Servicer), KEY BANK, in its capacity as Administrator (together with its permitted successors and assigns, the Administrator), KEY CONSUMER RECEIVABLES LLC, as the Depositor (together with its permitted successors and assigns, the Depositor), KEYCORP STUDENT LOAN TRUST 2003-A, as Issuer (the Issuer), MBIA INSURANCE CORPORATION, in its capacity as Insurer (the Insurer), BANK ONE, NATIONAL ASSOCIATION, in its capacity as Eligible Lender Trustee (the Eligible Lender Trustee), and JPMORGAN CHASE BANK, in its capacity as Indenture Trustee (the Indenture Trustee).

WHEREAS, the Indenture dated as of August 1, 2003 (the Indenture), between the Issuer and the Indenture Trustee relating to the $374,980,000 KeyCorp Student Loan Trust 2003-A, Floating Rate Asset Backed Notes, Class II-A-1, Class II-A-2 and Class II-B (the Securities), provides for, among other things, the issuance of student loan asset backed notes, and the Insurer has issued its note guaranty insurance policy (the Policy) that guarantees certain payments due from the Issuer on the Securities; and

WHEREAS, the Insurer shall be paid an insurance premium pursuant to the Indenture, and the details of such premium are set forth herein; and

WHEREAS, the Issuer, the Master Servicer, the Seller, the Administrator and the Depositor have undertaken certain obligations in consideration for the Insurers issuance of the Policy;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The terms defined in this Insurance Agreement shall have the meanings provided herein for all purposes of this Insurance Agreement, unless the context clearly requires otherwise, in both singular and plural form, as appropriate.  Unless the context clearly requires otherwise, all capitalized terms used herein and not otherwise defined in this Insurance Agreement shall have the meanings assigned to them in the Indenture or the Sale and Servicing Agreement.  All words used herein shall be construed to be of such gender or number as the circumstances require.  This Insurance Agreement shall mean this Insurance Agreement as a whole and as the same may, from time to time hereafter, be amended, supplemented or modified.  The words herein, hereby, hereof, hereto, hereinabove and hereinbelow, and words of similar import, refer to this Insurance Agreement as a whole and not to any particular paragraph, clause or other subdivision hereof, unless otherwise specifically noted.

Administration Agreement means the Administration Agreement dated as of August 1, 2003 among the Issuer, the Administrator and the Indenture Trustee.

Assigned Agreements shall have the meaning assigned to such term in the Indenture.

Business Day means any day other than (i) a Saturday or a Sunday (ii) a day on which the Insurer is closed or a day on which banking institutions in New York City or in the city in which the corporate trust office of the Indenture Trustee under the Indenture is located are authorized or obligated by law or executive order to close.

Cap Agreements shall mean the Group II Basis Risk Cap Agreement and the Group II Cap Agreement as such terms are defined in the Indenture.  

Code means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

Commission means the Securities and Exchange Commission.

Commitment means the letter of commitment from the Insurer to the Seller dated August 12, 2003.

Coordination Agreements shall have the meaning assigned to such term in the Indenture.

Date of Issuance means the date on which the Policy is issued as specified therein.

Default means any event that results, or which with the giving of notice or the lapse of time or both would result, in an Event of Default.

Delaware Trustee means Bank One Delaware, Inc., as Delaware trustee under the Trust Agreement, and any successor to the Delaware Trustee under the Trust Agreement.

Eligible Lender Trustee means Bank One, National Association, a national banking association, as eligible lender trustee under the Trust Agreement, and any successor to the Eligible Lender Trustee under the Trust Agreement.

Event of Default means any event of default specified in Section 5.01 hereof.

Financial Statements means, with respect to the Master Servicer and the Seller, the quarterly call reports filed with the OCC.

Fiscal Agent means the Fiscal Agent, if any, designated pursuant to the terms of the Policy.

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