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                                                               Exhibit 24.2
                              POWER OF ATTORNEY



        The undersigned director, officer, or director and officer of Key Bank
USA, National Association, a national banking association (the "Bank"), which
proposes to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement with respect to the issuance of up to $1,000,000,000 in securities by 
one or more Trusts, to be established by the Bank in connection with the
securitization of a portion of the Bank's student loan portfolio, hereby
constitutes and appoints James A. Fishell, Daniel R. Stolzer, and Forrest F.
Stanley, and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his or her name, place, and stead, to sign and file
the proposed Registration Statement and any and all amendments, post-effective
amendments, supplements, prospectuses and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration, on behalf of
itself as originator of such Trust and in its capacity as Administrator on
behalf of such Trust, with full power and authority to do and perform any and
all acts and things whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand at
Cleveland, Ohio this 27th day of January, 1999.



                                                /s/ Michael W. Dvorak
                                                -----------------------------
                                                Name:  Michael W. Dvorak
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