10-K/A 1 sac02003_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: 333-82146-02 Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-3 (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 1A1 1 Class 1A2 2 Class 1A3 1 Class 1A5 1 Class 1A6 3 Class 1A8 1 Class 1A9 2 Class 2A1 7 Class 2A2 1 Class 2AP 1 Class 3A1 1 Class 3A2 1 Class 4A1 1 Class 4A2 1 Class 4A3 1 Class A4 10 Class A7 1 Class AP 1 Class AX 1 Class B1 1 Class B2 1 Class B3 1 Class B4 1 Class B5 1 Class B6 1 Class CAP 1 Class CAX 1 Class E 1 Class IAX 1 Class P 1 Class PAX 1 Class R 1 Total: 51 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) Aurora Loan Srvcs Inc., as Servicer b) Cendant Mtg Corp., as Servicer c) Sun Trust Mtg Inc., as Servicer d) Golden First Mortgage Corp. as Servicer e) Greenpoint Mtg Funding, Inc., as Servicer f) IndyMac Bank, FSB as Servicer g) National City Mtg Co., as Servicer h) Wells Fargo Home Mtg Inc., as Servicer

(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002. a) Aurora Loan Srvcs Inc, as Servicer b) Cendant Mtg Corp., as Servicer c) Sun Trust Mtg Inc., as Servicer d) Golden First Mortgage Corp. as Servicer e) Greenpoint Mtg Funding, Inc., as Servicer f) IndyMac Bank, FSB as Servicer g) National City Mtg Co., as Servicer h) Wells Fargo Home Mtg Inc., as Servicer

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002. ~~a) Aurora Loan Srvcs Inc, as Master Servicer~~

(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On November 07, 2002, December 09, 2002, and January 07, 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. 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: Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-3 (Registrant) Signed: Aurora Loan Services Inc. as Master Servicer By: E. Todd Whittemore, Executive Vice President By: /s/ E. Todd Whittemore Dated: June 2, 2003 Sarbanes-Oxley Certification I, E. Todd Whittemore, Executive Vice President of Aurora Loan Services Inc., 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 Structured Asset Securities Corporation 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 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 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: Wells Fargo Bank Minnesota National Association as Securities Administrator; Cendant Mtg Corp.,as Servicer; Sun Trust Mtg Inc., as Servicer; Golden First Mortgage Corp. as Servicer; Greenpoint Mtg Funding Inc., as Servicer; IndyMac Bank, FSB as Servicer; National City Mtg Co., as Servicer; Wells Fargo Home Mtg Inc., as Servicer. Date: June 2, 2003 /s/ E. Todd Whittemore Signature Executive 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) Ernst & Young (logo) Ernst & Young LLP Suite 3300 370 17th Street Denver, Colorado 80202-5663 Phone: (720) 931-4000 Fax: (720) 931-4444 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 Aurora Loan Services Inc. We have examined management's assertion, included in the accompanying report titled Report of Management, the Aurora Loan Services Inc. (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended November 30, 2002. Management is responsible for the Company's compliance with those requirements. 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 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 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 the Company's compliance with specified requirements. In our opinion, management's assertion, that Aurora Loan Services Inc. complied with the aforementioned requirements during the year ended November 30, 2002, is fairly stated, in all material respects. This report is intended solely for the information and use of the board of directors, management, and the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association, and the Company'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 March 14, 2003 A Member Practice of Ernst & Young Global Ex-99.1 (b) Deloitte & Touche (logo) Deloitte & Touche LLP 750 College Road East 3rd Floor Princeton, New Jersey 08540 Tel: (609) 514-3600 Fax: (609) 514-3603 www.deloitte.com INDEPENDENT ACCOUNTANT'S REPORT To Cendant Mortgage Corporation: We have examined management's assertion about Cendant Mortgage Corporation's 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 Cendant Mortgage Corporation'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 Cendant Mortgage Corporation'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 Cendant Mortgage Corporation's compliance with the minimum servicing standards. In our opinion, management's assertion that Cendant Mortgage Corporation 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/ Deloitte & Touche LLP February 21, 2003 Deloitte Touche Tohmatsu (logo) Ex-99.1 (c) 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-99.1 (d) Deloitte & Touche 750 College Road East 3rd Floor Princeton, New Jersey 08540 Tel: (609) 514-3600 Fax: (609) 514-3603 www.deloitte.com Deloitte & Touche (logo) INDEPENDENT ACCOUNTANTS' REPORT Golden First Mortgage Corp. Melville, New York We have examined management's assertion about Golden First Mortgage Corp.'s (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 July 31, 2002, included in the accompanying management assertion. 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 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 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 minimum servicing standards. In our opinion, management's assertion that the Company complied with aforementioned minimum servicing standards as of and for the year ended July 31, 2002, is fairly stated in all material respects. /s/ Deloitte & Touche LLP October 11, 2002 Deloitte Touche Tohmatsu (logo) Ex-99.1 (e) PriceWaterhouseCoopers (logo) PriceWaterhouseCoopers LLP 400 S. Hope SL Los Angeles, CA 90071-2852 Telephone (213) 236 3000 Facsimile (813) 637 4444 Report of Independent Accountants To the Board of Directors and Stockholders of Green Point Mortgage Funding, Inc. We have examined management's assertion about GreenPoint Mortgage Funding, Inc.'s ("the Company"), a wholly-owned subsidiary of GreenPoint Bank, 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 (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 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 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 minimum servicing standards as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ PriceWaterhouseCoopers LLP March 27, 2003 Ex-99.1 (f) Ernst & Young (logo) Ernst & Young LLP 725 South Figueroa Street Los Angeles, California 90017-5418 Phone: (213) 977-3200 www.ey.com Report on Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors IndyMac Bank, F.S.B. We have examined management's assertion, included in the accompanying report titled Report of Management, that, except for noncompliance with the minimum servicing standards for the annual analysis of escrow accounts and for payment or accretion of interest on escrow accounts in accordance with applicable state laws, IndyMac Bank, F.S.B. and subsidiaries (the "Bank") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") during the year ended December 31, 2002. Management is responsible for the Bank's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Bank'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 Bank'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 the Bank's compliance with specified requirements. In our opinion, management's assertion that, except for noncompliance with the minimum servicing standards for escrow accounts that should be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis and for interest on escrow accounts that should be paid, or credited, to mortgagors in accordance with applicable state laws, the Bank complied with the aforementioned requirements during the year ended December 31, 2002, is fairly, in all material respects. As discussed in management's assertion, the following instances of material noncompliance occurred at the Bank during the year ended December 31, 2002: - Minimum servicing standards require escrow accounts be analyzed at least annually. As of December 31, 2002, the Bank was in compliance with the minimum servicing standard that requires escrow accounts be analyzed at least annually. However, during the year ended December 31, 2002, the Bank identified approximately 400 escrow accounts which had not been analyzed for more than a year. Subsequent to the identification of this exception, the Bank performed a review of all escrow accounts and completed the required analysis. - Minimum servicing standards require interest on escrow accounts be paid, or credited, to mortgagors in accordance with applicable state laws. As of December 31, 2002, the Bank was in compliance with the minimum servicing standard that requires interest on escrow accounts be paid, or credited, to mortgagors in accordance with applicable state laws. However, during the year ended December 31, 2002, the Bank identified certain escrow accounts for which the timing of interest payments by the Bank differed from the respective state requirements. Subsequent to the identification of this exception, the Bank made modifications to the servicing system to ensure interest on escrow accounts was paid, or credited, in accordance with applicable state laws. This report is intended solely for the information and use of the Board of Directors, audit committee, management, Fannie Mae, Freddie Mac, Ginnie Mae and other investors in serviced assets and is not intended to be and should not be used by anyone other than these specified parties. /s/ Ernst & Young January 24, 2003 Ex-99.1 (g) 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, 2003 A Member Practice of Ernst & Young Global Ex-99.1 (h) KPMG (logo) 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors Wells Fargo Home Mortgage: We have examined management's assertion dated February 25, 2003 that Wells Fargo Home Mortgage complied 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 Wells Fargo Home Mortgage's compliance with those minimum standards. Our responsibility is to express an opinion on management's assertion about Wells Fargo Home Mortgage'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 Wells Fargo Home Mortgage's compliance with the minimum servicing standards specified above 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 Wells Fargo Home Mortgage's compliance with the minimum servicing standards. In our opinion, management's assertion that Wells Fargo Home Mortgage complied with the aforementioned minimum servicing standard as of and for the year ended December 31, 2002, is fairly stated, in all material respects. /s/ KPMG LLP February 25, 2003 KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association. Ex-99.2 (a) AURORA LOAN SERVICES INC (logo) Corporate Headquarters / 2530 S. Parker Rd., Suite 601 / Aurora, CO 80014 / phone: 303-632-3000 800-880-0128 / fax: 303-632-3001 Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of Aurora Loan Services Inc. (the "Company"), 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 the Company's compliance with the minimum servicing standards as set forth in the USAP as of November 30, 2002 and for the year then ended. Based on this evaluation, we assert that during the year ended November 30, 2002, the Company complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $30,000,000. /s/ Ralph A. Lenzi III Ralph A. Lenzi III Chief Executive Officer /s/ Rick W. Skogg Rick W. Skogg President /s/ Roy W. Browning III Roy W. Browning III Chief Financial Officer /s/ Alexandra M. Delargy Alexandra M. Delargy Senior Vice President and Controller March 14, 2003 Ex-99.2 (b) CENDANT Mortgage (logo) Cendant Mortgage 3000 Leadenhall Road Mount Laurel, NJ 08054 As of and for the year ended December 31, 2002, Cendant Mortgage Corporation (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 this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $120 million and $20 million, respectively. Cendant Mortgage Corporation /s/ Terence W. Edwards Terence W. Edwards President and Chief Executive Officer /s/ Mark Danahy Mark Danahy Senior Vice President & Chief Financial Officer /s/ Martin L. Foster Martin L. Foster Senior Vice President-Loan Servicing Ex-99.2 (c) 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-99.2 (d) Golden First Mortgage Corp. As of and for the year ended July 31, 2002, Golden First Mortgage Corp. 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 this same period, Golden First Mortgage Corp. had in effect a fidelity bond and errors and omissions policy in the amount of $5 million and $5 million, respectively. /s/ David Movlady /s/ Barbara Bruce David Movlady Barbara Bruce President Controller One Huntington Quadrangle, Melville, New York 11747 (631) 249-2100 Fax (631) 249-2322 * web:www.gnloans.com Licensed Mortgage Banker NYS Banking Department Ex-99.2 (e) 100 Wood Hollow Drive Novaro, Ca. 94945 (800) 462-2700 GreenPoint Mortgage (logo) Exhibit I Management's Assertion Regarding Compliance With Minimum Servicing Standards As of and for the year ended December 31, 2002, GreenPoint Mortgage Funding, Inc. (the "Company"), a wholly-owned subsidiary of GreenPoint Bank, has complied in all material respects with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, GreenPoint Bank maintained on behalf of the Compnay, errors and omissions and employee fidelity bond insurance in the amount of $20,000,000 and $50,000,000, respectively. March 27, 2003 /s/ Dennis Tussey Dennis Tussey Servicing Manager /s/ David Petrini David Petrini Chief Financial Officer /s/ S.A. Ibrahim S.A. Ibrahim Chief Executive Officer Ex-99.2 (f) IndyMac Bank (logo) Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of IndyMac Bank, F.S.B. (the "Bank"), 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 the Bank's compliance with the minimum servicing standards 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, the Bank complied, in all material respects, with the minimum servicing standards set forth in the USAP, except as described in the following two paragraphs. - Minimum servicing standards require escrow accounts be analyzed at least annually. As of December 31, 2002, the Bank was in compliance with the minimum servicing standard that require escrow accounts be analyzed at least annually. However, during the year ended December 31, 2002, the Bank identified approximately 400 escrow accounts which had not been analyzed for more than a year. Subsequent to the identification of this exception, the Bank performed a review of all escrow accounts and completed the required analysis. - Minimum servicing standards require escrow accounts be paid, or credited, to mortgagors in accordance with applicable state laws. As of December 31, 2002, the Bank was in compliance with the minimum servicing standard that requires interest on escrow accounts be paid, or credited, to mortgagors in accordance with applicable state laws. However, during the year ended December 31, 2002, the Bank identified certain escrow accounts for which the timing of interest payments by the Bank differed from the respective state requirements. Subsequent to the identification of this exception, the Bank made modifications to the servicing system to ensure interest on escrow accounts was paid, or credited, in accordance with applicable state laws. As of December 31, 2002 and for the year then ended, the Bank had in effect a fidelity bond in the amount of $35,000,000 and an errors and omissions policy in the amount of $20,000,000. 155 North Lake Avenue Pasadena, California 91101 Telephone: 626.535.5555 www.indymacbank.com /s/ Michael W. Perry /s/ Tony Ebers Michael W. Perry Tony Ebers Chairman and Executive Vice President Chief Executive Officer Home Loan Servicing /s/ Scott Keys /s/ Jeff Lankey Scott Keys Jeff Lankey Executive Vice President and Senior Vice President and Chief Financial Officer Chief Accounting Officer January 24, 2003 Ex-99.2 (g) 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 (h) Wells Fargo Home Mortgage (logo) 1 Home Campus Des Moines, IA 50328-0001 Management Assertion As of and for the year ended December 31, 2002, Wells Fargo Home Mortgage Inc. 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 this same period, Wells Fargo Home Mortgage Inc. had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively. /s/ Pete Wissinger February 25, 2003 Pete Wissinger Chief Executive Officer /s/ Michael J. Heid February 25, 2003 Michael J. Heid Chief Financial Officer Executive Vice President /s/ Robert Caruso February 25, 2003 Robert Caruso Senior Vice President Loan Servicing Ex-99.3 (a) Via UPS March 27, 2003 Keith Richardson, Corporate Trust Services Bank One, NA 1 Bank One Plaza, Mail Suite IL 1-0126 Chicago, IL 60670 RE: SASCO Series 2002-1A, 2002-3, 2002-8A, 2002-23XS ARC Series 2002-BC1, 2002-BC2, 2002-BC3, 2002-BC4, 2002-BC7 Annual Officer's Certificate as to Compliance Dear Mr. Richardson: The undersigned Officer certifies the following for the period ending on December 31, 2002: 1. I have reviewed the activities and performance of the Master Servicer during the preceding calendar year under the terms of the Trust Agreements and to the best of this Officer's knowledge, the Master Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements; 2. Based on said review and to the best of this Officer's knowledge, the Master Servicer is not in default of its obligations under the terms of the Trust Agreements in any material respect, or, if there is a default in the fulfillment of its obligations, a description of each default or failure and the nature and status thereof has been reported to this Officer; 3. To the best of this Officer's knowledge, nothing has arose to lead this Officer to believe that its Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement during the preceding calendar year; 4. To the best of this Officer's knowledge, the Servicer is not in default of its obligations under the terms of its Servicing Agreement in any material respect, or, if there is a default in the fulfillment of its obligations, a description of each default or failure and the nature and status thereof has been reported to this Officer; 5. The Master Servicer has received from its Servicer such Servicer's annual certificate of compliance and a copy of such Servicer's annual audit report, in each case to the extent required under the applicable Servicing Agreement, or, if any such certificate or report has not been received by the Master Servicer, the Master Servicer is using its best reasonable efforts to obtain such certificate or report. Certified By: ______________________________ R. Peter Karr Senior Vice President Master Servicing Division Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance 1A1 1,145,806.70 0.00 0.00 25,000,000.00 1A2 814,998.13 0.00 0.00 45,615,300.00 1A3 2,416,010.59 0.00 0.00 0.00 1A5 692,247.66 20,000,000.02 0.00 0.00 1A6 4,354,991.28 65,660,760.15 0.00 34,415,239.84 1A8 2,222,865.06 0.00 0.00 48,500,000.00 1A9 812,638.22 0.00 0.00 17,730,700.00 2A1 1,497,793.43 6,643,100.21 0.00 23,356,899.80 2A2 692,304.20 0.00 0.00 12,781,000.00 2AP 0.00 5,287.76 0.00 526,758.24 3A1 448,334.56 5,747,870.30 0.00 4,252,129.71 3A2 805,352.78 2,233,318.77 0.00 13,368,681.23 4A1 3,284,807.21 16,920,473.58 0.00 52,519,526.43 4A2 335,462.48 4,230,118.40 0.00 13,129,881.61 4A3 827,906.75 0.00 0.00 0.00 A4 1,840,380.55 0.00 0.00 35,000,000.00 A4_1 1,533,819.68 0.00 0.00 29,170,000.00 A4_2 78,875.00 0.00 0.00 1,500,000.00 A4_3 157,750.00 0.00 0.00 3,000,000.00 A4_4 69,935.80 0.00 0.00 1,330,000.00 A7 37,916.69 0.00 0.00 0.00 A7_1 31,600.80 0.00 0.00 0.00 A7_2 1,625.00 0.00 0.00 0.00 A7_3 3,250.00 0.00 0.00 0.00 A7_4 1,440.80 0.00 0.00 0.00 ALR 0.00 0.00 0.00 0.00 AP 0.00 110,317.87 0.00 1,583,896.12 AP_1 0.00 95,846.57 0.00 1,219,398.44 AP_3 0.00 14,471.34 0.00 364,497.68 AX 217,335.45 0.00 0.00 0.00 AX_1 180,802.39 0.00 0.00 0.00 AX_3 36,533.05 0.00 0.00 0.00 B1 600,813.92 92,451.59 0.00 11,040,548.41 B2 255,641.38 39,337.39 0.00 4,697,662.61 B3 191,747.22 29,505.12 0.00 3,523,494.88 B4 76,579.09 11,783.77 0.00 1,407,216.22 B5 89,369.25 13,751.89 0.00 1,642,248.11 B6 90,055.72 13,857.28 0.00 1,654,862.72 CAP 0.00 14,351.61 0.00 315,267.40 CAX 166,537.33 0.00 0.00 0.00 E 0.00 0.00 0.00 0.00 IAX 136,136.13 0.00 0.00 0.00 IAX_1 92,344.38 0.00 0.00 0.00 IAX_2 43,791.75 0.00 0.00 0.00 P 504,160.02 0.00 0.00 0.00 PAX 741,678.28 0.00 0.00 0.00 PAX_1 495,963.49 0.00 0.00 0.00 PAX_2 219,538.71 0.00 0.00 0.00 PAX_3 26,176.09 0.00 0.00 0.00 R 0.91 100.00 0.00 0.00

STRUCTURED ASSET SEC CORP MORT PASS THR CERT SER 2002-3 10-K/A