10-K/A 1 mst02003_form10ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-75724-07 MASTR Asset Securitization Trust Mortgage Pass-Through Certificates Series 2002-3 Trust (Exact name of registrant as specified in its charter) New York Pending (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Wells Fargo Bank Minnesota, N.A., 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.) Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. Item 2. Properties. See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trusts created under the Pooling and Servicing Agreement (the Trusts), the Trustee, the Servicer or the registrant with respect to the Trusts other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for registrant's Common Equity and Related Stockholder Matters. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2002, the number of holders of record for each class of Certificate were as follows: Class 1-A-1 1 Class 1-A-X 1 Class 1-PO 1 Class 2-A-1 1 Class 2-A-11 2 Class 2-A-12 1 Class 2-A-13 1 Class 2-A-14 1 Class 2-A-15 1 Class 2-A-16 1 Class 2-A-2 1 Class 2-A-3 2 Class 2-A-4 2 Class 2-A-5 1 Class 2-A-6 1 Class 2-A-7 1 Class 2-A-8 1 Class 2-A-9 1 Class 2-A-X 1 Class 2-PO 1 Class A-LR 1 Class A-R 1 Class B-1 1 Class B-2 1 Class B-3 1 Class B-4 1 Class B-5 1 Class B-6 1 Total: 31 Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Controls and Procedures. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Exhibits (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2002. a) Alliance Mtg Co, as Servicer b) Bank of America, N.A. (KY), as Servicer c) GMAC Mortgage Corp, as Servicer d) HSBC Bank, USA, as Servicer e) National City Mortgage Co, as Servicer f) Sun Trust Mortgage Inc, as Servicer

(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002. a) Alliance Mtg Co, as Servicer b) Bank of America, N.A. (KY), as Servicer c) GMAC Mortgage Corp, as Servicer d) HSBC Bank, USA, as Servicer e) National City Mortgage Co, as Servicer f) Sun Trust Mortgage Inc, as Servicer

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002. a) Alliance Mtg Co, as Servicer b) Bank of America, N.A. (KY), as Servicer c) GMAC Mortgage Corp, as Servicer d) HSBC Bank, USA, as Servicer e) National City Mortgage Co, as Servicer f) Sun Trust Mortgage Inc, as Servicer

(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (99.5) Reliance Certifications Mandated under the Pooling and Servicing Agreement for the year ended December 31, 2002. a) Alliance Mtg Co, as Servicer b) Bank of America, N.A. (KY), as Servicer c) GMAC Mortgage Corp, as Servicer d) HSBC Bank, USA, as Servicer e) National City Mortgage Co, as Servicer f) Sun Trust Mortgage Inc, as Servicer (b) On November 12, 2002, December 09, 2002, and January 08, 2003 reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. Filed Herewith. Certification has been received. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: MASTR Asset Securitization Trust Mortgage Pass-Through Certificates Series 2002-3 Trust (Registrant) Signed: Wells Fargo Bank Minnesota, N.A., as Master Servicer By: Michael Watchke as Vice President By: /s/ Michael Watchke Dated: June 6, 2003 Sarbanes-Oxley Certification I, Michael Watchke, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of MASTR Asset Securitization Trust Mortgage Pass-Through Certificates Series 2002-3 Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the master servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the master servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Alliance Mtg Co, as Servicer, Bank of America, N.A. (KY), as Servicer, HSBC Bank, USA, as Servicer, National City Mortgage Co, as Servicer and Sun Trust Mortgage Inc, as Servicer. Date: 6-6-03 /s/ Michael Watchke Signature Vice President Title SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. (a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders. Ex-99.1 (a) Deloitte & Touche (logo) Deloitte & Touche LLP Certified Public Accountants One Independent Drive Suite 2801 Jacksonville, FL 32202-5034 Tel: (904) 665-1400 Fax: (904) 355-9104 www.deloitte.com INDEPENDENT ACCOUNTANTS' REPORT ON MANAGEMENT'S ASSERTION ABOUT COMPLIANCE WITH UNIFORM SINGLE ATTESTATION PROGRAM REQUIREMENTS To the Board of Directors Alliance Mortgage Company: We have examined management's assertion about Alliance Mortgage Company's and subsidiaries ("Alliance Mortgage Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2002 included in the accompanying management assertion. Management is responsible for Alliance Mortgage Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Alliance Mortgage Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Alliance Mortgage Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Alliance Mortgage Company compiled with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ Deloitte & Touche LLP March 21, 2003 Deloitte Touche Tohmatsu Ex-99.1 (b) PRICEWATERHOUSECOOPERS (logo) PricewaterhouseCoopers LLP 214 N. Tryon Street Suite 3600 Charlotte NC 28202 Telephone (704) 344 7500 Facsimile (704) 344 4100 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholder of Bank of America, N.A. We have examined management's assertion about compliance by BA Mortgage, LLC and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which together comprise an operating division of Bank of America N.A., with the minimum servicing standards (the "Standards") identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit 1). Management is responsible for the Company's compliance with the Standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included, examining, on a test basis, evidence about the Company's compliance with the Standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the Standards. In our opinion, management's assertion that the Company complied with the aforementioned Standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 7, 2003 Ex-99.1 (c) PricewaterhouseCoopers (logo) PricewaterhouseCoopers LLP 160 Federal Street Boston MA 02110-9862 Telephone (617) 428 8400 Facsimile (617) 439 7393 Report of Independent Accountants To the Board of Directors and Stockholder of GMAC Mortgage Corporation: We have examined management's assertion about GMAC Mortgage Corporation and its subsidiaries' ("the Company") compliance with the minimum servicing standards ("standards") identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the standards. In our opinion, management's assertion that the Company complied with the aforementioned standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 7, 2003 Ex-99.1 (d) KPMG (logo) 12 Fountain Plaza, Suite 601 Buffalo, NY 14202 Independent Accountants' Report The Board of Directors HSBC Mortgage Corporation (USA): We have examined management's assertion, included in the accompanying Management Assertion, that HSBC Mortgage Corporation (USA) complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2002. Management is responsible for HSBC Mortgage Corporation (USA)'s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about HSBC Mortgage Corporation (USA)'s compliance with the minimum servicing standards specified above our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on HSBC Mortgage Corporation (USA)'s compliance with the minimum servicing standards. In our opinion, management's assertion that HSBC Mortgage Corporation (USA) complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ KPMG LLP February 5, 2003 Buffalo, New York KPMG LLP. KPMG LLP, a U.S. limited liability partnership is a member of KPMG International, a Swiss association. Ex-99.1 (e) ERNST & YOUNG (logo) Ernst & Young LLP 1300 Huntington Building 925 Euclid Avenue Cleveland, Ohio 44115-1405 Phone: (216) 861-5000 www.ey.com Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors National City Mortgage Co. We have examined management's assertion, included in the accompanying Report of Management, that National City Mortgage Co. (NCM) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) for the year ended December 31, 2002. Management is responsible for NCM's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about NCM's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about NCM's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on NCM's compliance with specified requirements. In our opinion, management's assertion, that NCM complied with the aforementioned requirements for the year ended December 31, 2002, is fairly stated, in all material respects. This report is intended solely for the information and use of the audit committee, management, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association and NCM's private investors and is not intended to be and should not be used by anyone other than these specified parties. /s/ Ernst & Young LLP February 24, 2002 A Member Practice of Ernst & Young Global Ex-99.1 (f) PRICEWATERHOUSECOOPERS (logo) PricewaterhouseCoopers LLP 1751 Pinnacle Drive Mclean VA 22102-3811 Telephone (703) 918 3000 Facsimile (703) 918 3100 Report of Independent Accountants To the Board of Directors and Stockholder of SunTrust Mortgage, Inc. and Subsidiaries: We have examined management's assertion about SunTrust Mortgage, Inc. and its subsidiaries (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002 included in the accompanying mangement assertion (see Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with the attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We belive that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servcing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP February 24, 2003 Ex-99.2 (a) Alliance (logo) MORTGAGE COMPANY March 21, 2003 Deloitte & Touche LLP Suite 2801, One Independent Drive Jacksonville, Florida 32202 As of and for the years ended December 31, 2002, Alliance Mortgage Company and subsidiaries (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for the same period, the Company had in effect fidelity and errors and omissions insurance coverage in the amounts of $15,000,000 and $15,000,000, respectively. /s/ Gary A. Meeks Gary A. Meeks Chairman and Chief Executive Officer /s/ Blake Wilson Blake Wilson Executive Vice President Chief Financial Officer /s/ Michael C. Koster Michael C. Koster Executive Vice President Loan Administration 8100 Nations Way * Jacksonville, Florida 32256-4405 * (904) 281-6000 Ex-99.2 (b) Bank of America (logo) Exhibit 1 Bank of America Mortgage 101 E. Main Street, Suite 400 P.O. Box 35140 Louisville, Kentucky 40232 5140 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 7, 2003 As of and for the year ended December 31, 2002, BA Mortgage LLC, and the Mortgage division of Bank of America, N.A. (collectively, the "Company"), which together comprise an operating division of Bank of America, N.A., has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $400,000,000 and $475,000,00 respectively. /s/ Kevin M. Shannon /s/ H. Randall Chestnut Kevin M. Shannon H. Randall Chestnut President Senior Vice President Consumer Real Estate Bank of America, N.A. Bank of America, N.A. /s/ David H. Rupp /s/ Gary K. Bettin David H. Rupp Gary K. Bettin Senior Vice President Senior Vice President and Bank of America, N.A. National Servicing Executive Bank of America, N.A. /s/ J. Mark Hanson J. Mark Hanson Senior Vice President Bank of America, N.A. Ex-99.2 (c) GMAC Mortgage Corporation 4 Walnut Grove Dr. P.O. Box 965 Horsham, PA 19044-0965 GMAC Mortgage (logo) Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 7, 2003 As of and for the year ended December 31, 2002, GMAC Mortgage Corporation and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers ("USAP") except as follows: Section V - Mortgagor Loan Accounting requires that interest on escrow accounts shall be paid or credited to mortgagors in accordance with the applicable state laws. The Company failed to utilize the appropriate interest rate on escrow accounts required by the state of Oregon during the year. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $400,000,000 and $400,000,000, respectively. /s/ David Applegate David Applegate Chief Executive Officer GMAC Residential Holding Corp /s/ Ralph Hall Ralph Hall Chief Operation Officer GMAC Residential Holding Corp Ex-99.2 (d) HSBC (logo) Management Assertion As of and for the year ended December 31, 2002, HSBC Mortgage Corporation (USA) complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, HSBC Mortgage Corporation (USA) had in effect fidelity bond and errors and omissions policies in the amount of $588,675,000 and $40,000,000, respectively. /s/ David J. Hunter David J. Hunter President /s/ Daniel B. Duggan Daniel B. Duggan SVP, Risk Management /s/ Gary P. Zimmerman Gary P. Zimmerman SVP, Mortgage Servicing HSBC Mortgage Corporation (USA) 2929 Walden Avenue, Depew, NY 14043 Ex-99.2 (e) National City Mortgage (logo) National City Mortgage Co. 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report on Management We, as members of management of National City Mortgage Co. (NCM), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of NCM's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2002 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2002, NCM complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, NCM had in effect a fidelity bond policy in the amount of $50 million and an errors and omissions policy in the amount of $40 million. /s/ Charles Abourezk Charles Abourezk, Senior Vice President February 24, 2003 No one Cares More! Ex-99.2 (f) SUN TRUST (logo) Sun Trust Mortgage, Inc. 901 Semmes Avenue Richmond, VA 23224 Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards February 24, 2003 As of and for the year ended December 31, 2002, SunTrust Mortgage, Inc. and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards set forth in the mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP")(see Exhibit II). As of and for this same period, the Company had in effect a SunTrust Banks, Inc. fidelity bond and errors and omissions policy in the amount of $125 million and a SunTrust Banks, Inc. mortgage errors and omissions policy in the amount of $45 million. /s/ Robert S. Reynolds Robert S. Reynolds Executive Vice President & Chief Administrative Officer /s/ Julee W. Andrews Julee W. Andrews Senior Vice President, Treasurer & Chief Financial Officer /s/Kathryn Pedon Kathryn Pedon Senior Vice President, Manager, Loan Administration Division Ex-99.3 (a) Wells Fargo Bank Minnesota,N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2002 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default of failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lein or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Michael C. Koster Officer Executive Vice President Title 1/22/03 Date Ex-99.3 (b) ANNUAL OFFICER CERTIFICATION In accordance with the Servicing Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by Bank of America, N.A. the following: 1. I am a duly authorized officer of Bank of America, N.A. and am empowered and authorized to issue this Annual Certification. 2. All taxes, ground rents and assessments for the Mortgages covered herein have been paid. 3. All insurance premiums for flood or other casualty insurance, and FHA premiums or Private Mortgage premiums on conventional loans have been paid and are in full force. 4. Interest is being paid on escrow in accordance with any laws, regulations, or contracts that require payment of interest on mortgagors' escrow deposit accounts. 5. Analysis had been made to ensure sufficient money was collected in the escrow year. 6. All required interest and/or monthly payment adjustment for ARM loans were made in accordance with the mortgage terms, and timely and proper notice was provided to the mortgagors. 7. With respect to FHA Section 221 mortgages that have reached the 20th anniversary of their endorsement, we will assign those mortgages that are eligible for assignment under HUD's special assignment procedures if requested on a loan basis by the investor. 8. We have complied with Internal Revenue Service's requirements for reporting the receipt of $600 or more of interest payments (IRS 1098) from a mortgagor, for filing statements for recipients of miscellaneous income (IRS 1099-Misc) to report payments of fees to attorneys for handling liquidation proceedings, and for filing notices of acquisition of abandonment of secured property (IRS 1099- A) to report the acquisition of property by foreclosure or acceptance of a deed-in-lieu or by a mortgagor's abandonment of a property. 9. The Fidelity Bond and Errors and Omissions Coverage has been reviewed. All required coverage is in existence and none of our principal officers have been removed from coverage. 10. A viable contingency plan is in place to minimize financial loss and disruptions of service to the institution and its customers, as required by federal regulations. I FURTHER CERTIFY: A. To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year of 2002 has been conducted in compliance with the Agreement except for such exceptions as I am setting forth below. Exceptions (if any): None B. A review of activities with respect to performance under the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of 12/31/02 in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof. Events of Default (if any): None Bank of America, N.A. /s/ Robert S. O'Neill Robert S. O'Neill Investor Services - Kentucky Senior Vice President Ex-99.3 (c) GMAC Mortgage (logo) March 15, 2003 NORWEST BANK MINNESOTA. N.A. DEEPA UENKATRA 9062 OLD ANNAPOLIS ROAD COLUMBIA, MD 21045 Re: Officers Statement of Compliance Year Ending 2002 Servicing Agreement/Pool We hereby certify to the best of our knowledge and belief, that for the calendar year 2002: 1. A review of the activities of the Seller/Servicer and of performance according to the Seller/Servicer contract has been made with the undersigned Officer's knowledge. 2. To the best of the undersigned Officer's knowledge, and based on such review, the Seller/Servicer has fulfilled all its obligations under the Guides for such year. 3. If applicable, GMACM has filed the information returns with respects to the receipt of mortgage interest pursuant to Sections 6050H, 6050J and 6050P of the Code, received in a trade or business, reports of foreclosures and abandonment's of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property. 4. All hazard, flood, FHA mortgage insurance and primary mortgage insurance premiums, taxes, ground rents, assessments and other lienable items have been paid in connection with the mortgaged properties. 5. All property inspections have been completed as required. 6. Compliance relative to Adjustable Rate Mortgages has been met. 7. Fidelity Bond and Errors and Omissions Insurance coverage is current, in full force and effect. Servicer: GMAC Mortgage Corporation By: /s/ Michael Kacergis Name: Michael Kacergis Title: Assistant Vice President Date: March 15, 2003 500 Enterprise Road Suite 150 Horsham, PA 19044 Ex-99.3 (d) Annual Statement as to Compliance We have reviewed the activities and performance of HSBC Mortgage Corporation (USA) under the Servicing Agreement for the year ended December 31, 2002. To the best of my knowledge, based upon such review, the HSBC Mortgage Corporation (USA) has fulfilled its duties, responsibilities and obligations under the Servicing Agreement. /s/ Gary P. Zimmerman Gary P. Zimmerman Senior Vice President Mortgage Servicing Ex-99.3 (e) National City Mortgage (logo) National City Mortgage Co. 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Wells Fargo Bank Minnesota NA Attn: Susan Holford 9062 Old Annapolis Road Columbia, Maryland 21045-1951 RE: Officer's Certification - National City Mortgage Investor Number 745, 749, 780, 784, 788 & 902 Dear Master Servicer: The undersigned Officer certifies the following for the 2002 fiscal year: a. I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK MINNESOTA NA; b. I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; c. I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; d. All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; e. All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non- payment has been reported to WELLS FARGO BANK MINNESOTA NA; f. All custodial accounts have been reconciled and are properly funded; and g. All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Mary Beth Criswell Officer (Mary Beth Criswell) Vice President Title February 14, 2003 Date No one Cares More! Ex-99.3 (f) SunTrust Mortgage, Inc. Post Office Box 26149 Richmond, VA 23260-6149 Toll Free 1-800-634-7928 www.suntrustmortgage.com SunTrust (logo) NORWEST BANK ATTN: SUSAN GIBSON 11000 BROKEN LAND PKWY COLUMBIA, MD 21044-3562 2ND FLOOR LOAN ACCTING RE: ANNUAL SERVICING CERTIFICATION In connection with the loans serviced by SunTrust Mortgage, Inc. for NORWEST BANK, I, the undersigned officer, hereby certify the following as December 31, 2002: * All real estate taxes, special assessments and any charges that may become a lien upon the property and which became due in the last calendar year have been paid. This also includes the verification of payment with taxing authorities for non-impound mortgages. * For those loans with escrow/impound accounts for the payment of taxes and insurance, sufficient amounts are being collected monthly to provide for payment of future amounts due. * All FHA insurance premiums or private mortgage insurance premiums, if applicable, have been paid and such coverage is in full force and effect. * All properties are adequately insured against casualty loss and, if applicable, flood loss and we are in possession of the original hazard insurance and flood insurance policies. * Fidelity Bond coverage and Errors and Omissions coverage combined of $125,000,000 is adequate and in place and the applicable premiums have been paid. * All interest and/or monthly payments adjustments for ARM and GPM loans have been made in accordance with the mortgage terms. Timely and proper notice of such changes was provided to the mortgagors. * All property inspections have been completed according to the provisions of our Servicing Agreement, if applicable. * The P&I custodial account and any clearing accounts are maintained in a depository institution the deposits of which are insured by the Bank Insurance Fund. The depository institution meets or exceeds the most recent financial rating requirements set forth by FNMA. * We have complied with all other provisions of the Servicing Agreement. * We are in compliance with IRS requirements and all federal, state, and local laws for reporting the receipt of interest, payment of fees, or acquisition of properties. * To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the preceding year has been conducted in compliance with all other provision of the Servicing Agreement(s)/Purchase and Sale Agreement(s) barring such exceptions as listed. Any exceptions to this certification are listed on an attachment along with explanations concerning their completion. If none are listed, it should be considered that there are no exceptions. BY: /s/ Michael Patten DATE: March 10, 2003 (signature) Michael Patten, VP (name and title) Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance 1-A-1 7,366,674.60 72,285,016.57 0.00 192,573,983.43 1-A-X 368,992.01 0.00 0.00 0.00 1-PO 0.00 60,297.84 0.00 436,216.16 2-A-1 295,641.41 13,097,619.22 0.00 1,301,380.78 2-A-10 3,679.21 383,000.00 0.00 0.00 2-A-11 692,785.00 0.00 0.00 21,339,000.00 2-A-12 168,280.44 4,874,160.14 0.00 10,750,839.86 2-A-13 436,083.68 0.00 0.00 0.00 2-A-14 1,336,711.23 15,597,312.44 0.00 34,402,687.56 2-A-15 324,656.75 0.00 0.00 10,000,000.00 2-A-16 849,302.00 0.00 0.00 26,160,000.00 2-A-2 564,451.36 8,987,799.13 0.00 15,442,200.87 2-A-3 516,475.42 7,508,346.40 0.00 12,615,653.61 2-A-4 594,407.70 871,521.67 0.00 23,251,478.33 2-A-5 372,829.33 13,435,104.61 0.00 22,573,895.39 2-A-6 993,317.85 0.00 0.00 0.00 2-A-7 125,061.68 5,000,458.35 0.00 6,814,541.65 2-A-8 342,906.43 0.00 0.00 0.00 2-A-9 21,799.13 (21,799.13) 0.00 771,799.13 2-A-X 350,534.68 0.00 0.00 0.00 2-PO 0.00 47,993.25 0.00 488,448.75 A-LR 0.27 50.00 0.00 0.00 A-R 3.81 50.00 0.00 0.00 B-1 165,402.84 69,684.41 0.00 5,261,315.59 B-2 82,716.94 34,848.73 0.00 2,631,151.26 B-3 49,611.53 20,901.40 0.00 1,578,098.60 B-4 24,790.26 10,444.17 0.00 788,555.84 B-5 24,821.28 10,457.23 0.00 789,542.76 B-6 24,820.02 10,456.69 0.00 789,502.41

MORTGAGE ASSET SEC TRANS INC MORT PASS THR CERT SER 2002-3 10-K/A