10-K/A 1 thb02003.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: 333-60904-07 Thornburg Mortgage Securities Corporation Mortgage Pass-Through Certificates Series 2002-3 Trust (Exact name of registrant as specified in its charter) Delaware 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 A-1 2 Class A-2 1 Class A-3 1 Class A-4 1 Class AR 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 Class LR 1 Total: 13 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) Cenlar FSB, as Servicer b) Colonial Savings, F.A., as Servicer c) First Republic Bank, as Servicer d) Gateway Bank, as Servicer e) Light House Community Bank, as Servicer f) Morgan Stanley Dean Witter Capital I Inc., as Servicer g) Wells Fargo Home Mortgage, Inc, as Servicer

(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002. a) Cenlar FSB, as Servicer b) Colonial Savings, F.A., as Servicer c) First Republic Bank, as Servicer d) Gateway Bank, as Servicer e) Light House Community Bank, as Servicer f) Morgan Stanley Dean Witter Capital I Inc., as Servicer g) Wells Fargo Home Mortgage, Inc, as Servicer

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002. a) Cenlar FSB, as Servicer b) Colonial Savings, F.A., as Servicer c) First Republic Bank, as Servicer d) Gateway Bank, as Servicer e) Light House Community Bank, as Servicer f) Morgan Stanley Dean Witter Capital I Inc., as Servicer g) Wells Fargo Home 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) Cenlar FSB, as Servicer b) Colonial Savings, F.A., as Servicer c) First Republic Bank, as Servicer d) Gateway Bank, as Servicer e) Light House Community Bank, as Servicer f) Morgan Stanley Dean Witter Capital I Inc., as Servicer g) Wells Fargo Home Mortgage, Inc, as Servicer (b) On November 12, 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. 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: Thornburg Mortgage Securities Corporation Mortgage Pass-Through Certificates Series 2002-3 Trust (Registrant) Signed: Wells Fargo Bank Minnesota, N.A. as Master Servicer By: Kristen Ann Cronin as Vice President By: /s/ Kristen Ann Cronin as Vice President Dated: July 30, 2003 Sarbanes-Oxley Certification I, Kristen Ann Cronin, 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 Thornburg Mortgage 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 respnsible 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: Cenlar FSB, as Servicer, Colonial Savings, F.A., as Servicer, First Republic Bank, as Servicer, Gateway Bank, as Servicer, Light House Community Bank, as Servicer, and Morgan Stanley Dean Witter Capital I Inc., as Servicer. Date: 7/30/03 Kristen Ann Cronin 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) KPMG (logo) New Jersey Headquarters 150 John F. Kennedy Parkway Short Hills, NJ 07078 Independent Accountants' Report The Board of Directors Cenlar FSB: We have examined management's assertion included in the accompanying management report, that Cenlar FSB (an wholly-owned subsidiary of Cenlar Capital Corporation) and subsidiaries (Cenlar) complied 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 year ended December 31, 2002. Management is responsible for the Cenlar's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Cenlar'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 Cenlar'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 Cenlar's compliance with the minimum servicing standards. In our opinion, management's assertion that Cenlar complied with the aforementioned minimum servicing standards during the year ended December 31, 2002 is fairly stated, in all material respects. /s/ KPMG LLP February 14, 2003 KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association. Ex-99.1 (b) PRICEWATERHOUSECOOPERS (logo) PricewaterhouseCoopers LLP 301 Commerce Street City Center Tower II Suite 1900 Fort Worth TX 76102-4183 Telephone (817) 810 9998 Facsimile (817) 877 2260 (817) 332 2710 Report of Independent Accountants To the Board of Directors and Stockholder Colonial Savings, F.A. Fort Worth, Texas We have examined management's assertion about Colonial Savings, F.A. ("Colonial")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 September 30, 2002 included in the accompanying management assertion (Exhibit I). Management is responsible for Colonial's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Colonial'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 Colonial'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 Colonial's compliance with the minimum servicing standards. In our opinion, management's assertion that Colonial complied with the aforementioned minimum servicing standards as of and for the year ended September 30, 2002 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP December 10, 2002 Ex-99.1 (c) KPMG (logo) Three Embarcadero Center San Francisco, CA 94111 Independent Accountants' Report The Board of Directors First Republic Bank: We have examined management's assertion that First Republic Bank (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 as of and for the year ended December 31, 2002 included in the accompanying management assertion. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank'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 the Bank'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 the Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that First Republic Bank complied with the aforementioned minimum servicing standards during the year ended December 31, 2002 is fairly stated, in all material respects. /s/ KPMG LLP March 17, 2003 KPMG LLP. KPMG LLP, a limited liability partnership, is a member of KPMG International, a Swiss association. Ex-99.1 (d) PERRY SMITH LLP (logo) P/S (logo) INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors Gateway Bank, F.S.B. We have examined management's assertion about Gateway Bank, F.S.B.'s compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) with respect to mortgages master-serviced by Wells Fargo Bank Minnesota, NA for Thornburg Mortgage Home Loans, Inc. as of and for the year ended December 31, 2002 included in the accompanying management assertion. Management is responsible for Gateway Bank, F.S.B.'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 Gateway Bank, F.S.B.'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 Gateway Bank, F.S.B.'s compliance with the minimum servicing standards. In our opinion, management's assertion that Gateway Bank, F.S.B. 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/ Perry Smith LLP March 7, 2003 400 Capitol Mall, Suite 1200, Sacramento, CA 95814 916.441.1000 Fax 916.441.1110 URL www.perrysmith.com Ex-99.1 (e) Grant Thornton (logo) Accountants and Management Consultants Independent Accountants' Report To Lighthouse Community Bank We have examined management's assertion about Lighthouse Community Bank'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 September 30, 2002 included in the accompanying management assertion. Management is responsible for Lighthouse Community Bank'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 Lighthouse Community Bank'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 Lighthouse Community Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that Lighthouse Community Bank complied with the aforementioned minimum servicing standards as of and for the year ended September 30, 2002, is fairly stated in all material respects. /s/ Grant Thronton LLP Cincinnati, Ohio December 6, 2002 Ex-99.1 (f) Deloitte & Touche (logo) Deloitte & Touche LLP 180 N. Stetson Avenue Chicago, Illinois 60601-6779 Tel: (312) 946-3000 Fax (312) 946-2600 www.deloitte.com INDEPENDENT ACCOUNTANTS'REPORT Morgan Stanley Dean Witter Credit Corporation Riverwoods, Illinois We have examined management's assertion about Morgan Stanley Dean Witter Credit Corporation'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') for the mortgage loans sold to Thornburg Mortgage Home Loans, Inc. as of and for the year ended December 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, in all material respects, 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 January 10, 2003 Deloitte Touche Tohmatsu (logo) Ex-99.1 (g) 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) CENLAR CENTRAL LOAN ADMINISTRATION & REPORTING (logo) February 14, 2003 Management Assertion As of and for the year ended December 31, 2002, Cenlar FSB 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, the Cenlar FSB had in effect a fidelity bond in the amount of $30,000,000 and errors and omissions policy in the amount of $25,000,000. /s/ Michael W. Young /s/ Gregory S. Tornquist Michael W. Young Gregory S. Tornquist Chief Executive Officer Senior Vice President and Chief Financial Officer /s/ Steve W. Gozdan Steve W. Gozdan Senior Vice President and Chief Operating Officer P.O. Box 77400 * Ewing, NJ 08628 * 609-883-3900 Ex-99.2 (b) COLONIAL SAVINGS (logo) Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards December 10, 2002 As of and for the year ended September 30, 2002, Colonial Savings, F.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, Colonial Savings, F.A. had in effect a fidelity bond and errors and omissions policy in the amount of $8,000,000. /s/ Jim E. DuBose Jim E. DuBose President, Chief Executive Officer /s/ Donna Dempsey Donna Dempsey Executive Vice President, Chief Financial Officer 2626A West Freeway, Fort Worth, Texas 76102 Office: 817-390-2000 www.colonialsavings.com Ex-99.2 (c) FIRST REPUBLIC BANK (logo) It's a privilege to serve you Management Assertion As of and for the year ended December 31, 2002, First Republic Bank (the Bank) complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Bank had in effect a fidelity bond insurance policy in the amount of $3,000,000 for the period from January 1, 2002 to August 12, 2002 and $5,000,000 for the period from August 12, 2002 to December 31, 2002. /s/ James H. Herbert II James H. Herbert II March 17, 2003 President and Chief Executive Officer /s/ Katherine August-deWilde 3/17/03 Katherine August-deWilde March 17, 2003 Executive Vice President and Chief Operation Officer /s/ Willis H. Newton, Jr. 3/17/03 Willis H. Newton, Jr. March 17, 2003 Executive Vice President and Chief Financial Officer /s/ Cathy Myers Cathy Myers March 17, 2003 Senior Vice President and Director of Secondary Marketing San Francisco Los Angeles Santa Barbara Newport Beach San Diego Las Vegas New York 111 Pine Street, San Francisco, California 94111, Tel (415) 392-1400 Fax (415) 392-1413 Convenient Internet Banking at www.firstrepublic.com * New York Stock Exchange Symbol FRC * Member FDIC Ex-99.2 (d) GATEWAY BANK, F.S.B. (logo) Perry-Smith LLP 400 Capitol Mall, Suite 1200 Sacramento, CA 95814 As of and for the year ended December 31, 2002, Gateway Bank, F.S.B. 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 with respect to mortgages master- serviced by Wells Fargo Bank Minnesota, NA for Thornburg Mortgage Home Loans, Inc. As of and for this same period, Gateway Bank, F.S.B. had in effect a fidelity bond and errors and omissions policy in the amount of $2,000,000. /s/ James McHugh 3/17/03 James McHugh, Servicing Mgr. Date /s/ Albert Thomson 3/17/03 Albert Thomson, Sr. VP Date 2306 MERCED STREET * SAN LEANDRO, CA 94577 * TEL: (510) 667-0475 * FAX (510) 667-0487 Ex-99.2 (e) LIGHTHOUSE BANKING * INVESTMENTS INSURANCE * MORTGAGES (logo) As of and for the year ended September 30, 2002, lighthouse Financial Services, 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, Lighthouse Financial Services, Inc. had in effect a fidelity bond and errors and omissions policy in the amount of $2,850,000 and $3,000,000, respectively. /s/ Terry L. Rohlfing Terry L. Rohlfing, President October 24, 2002 Lighthouse Financial Servies 9 Office Park Road P.O. Box 25000 Hilton Head Island, SC 29925 (843) 341-3000 Fax (843) 341-3010 Lighthouse Community Bank * Lighthouse Investment Advisors * Lighthouse Mortgage Corporation * Sunbelt Commercial Captial * Carswell * Lighthouse Insurance Ex-99.2 (f) MORGAN STANLEY DEAN WITTER CREDIT CORPORATION January 10, 2003 As of and for the year ended December 31, 2002, Morgan Stanley Dean Witter Credit Corporation (the "Company") 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 of $20 million and errors and omissions policy of $5 million under which the Company was covered. /s/ Martin W. Slusarz Martin W. Slusarz SVP, Controller /s/ Thomas F. White Thomas F. White VP, Mortgage Lending 2500 Lake Cook Road, Riverwoods, Illinois 60015 Ex-99.2 (g) 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 Executive Vice President /s/ Robert Caruso February 25, 2003 Robert Caruso Senior Vice President Loan Servicing Ex-99.3 (a) CENLAR Federal Savings Bank 2002 Annual Certification In accordance with our Servicing Agreement, we certify that to the best of our knowledge: 1) All funds received in your behalf are properly credited and segregated in established custodial accounts. 2) All mortgaged properties serviced in your behalf are fully covered by hazard insurance policies that are in full force and contain the standard mortgagee clause. 3) Accurate records are maintained regarding funds received in your behalf and mortgagors are provided accounting records for their respective loans, at least annually. 4) All mortgaged properties serviced in your behalf requiring FHA or MI premiums are paid promptly upon receipt of billing and the appropriate coverage is in full force and effect. 5) All appropriate Federal, State, IRS, and Regulatory legislation have been complied with, including but not limited to: the reporting of interest to mortgagors and on abandonment's of foreclosures for all mortgaged properties serviced in your behalf. 6) The paid status of all taxes and assessments is maintained relative to all mortgaged properties in your behalf. 7) Due diligence and standard acceptance collection practices are exercised to collect past due loans, inspections of abandonment REO or properties in foreclosure are performed routinely on all loans serviced in your behalf. 8) All mortgaged loans serviced in your behalf requiring interest rate and or payment changes are changed in a timely fashion in accordance with the provisions of the mortgage, relative to timely notices to the mortgagors, accounting records, proper index and other items specified in the controlling documents. 9) All other provisions of the Servicing Agreement not specified in the above certifications are complied with on all loans serviced in your behalf. /s/ George T. Schwartz 3/17/03 George T. Schwartz Date Senior Vice President Loan Servicing Ex-99.3 (b) COLONIAL SAVINGS (logo) ANNUAL CERTIFICATE FOR THE Thornburg Home Loans Inc. Investor # 3533 In accordance with the Sale and Servicing Agreement for the refenced program, I, the undersigned, hereby certify as to each mortgage loan being serviced by the below named institution that as of the preceding anniversary date of the agreement: 1. As an "Officer" of the below named institution as such term is defined in the Agreement and being authorized to issue this Annual Certificate. 2. All real estate taxes and special assessments of any nature, relating to the mortgage loans, have been paid as and when due. 3. The insurance policies are fully paid and comply with the Agreement. 4. Analysis has been made to insure sufficient monies are being collected in escrow for the current year. 5. All inspections have been made as required by the Agreement. It is further certified that, To the best of my knowledge and upon reasonable investigation, the servicing of the mortgage loans during the year preceding the last Anniversary date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as have been set forth below: EXCEPTIONS: (if any)_________________________________ A review of activities with respect to performance under the Agreement during the year preceding the last anniversary date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the below date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which have been listed below with the nature and status thereof: EVENTS OF DEFAULT: (if any):___________________________ PARTICIPANT: COLONIAL SAVINGS, F.A. SIGNED: /s/ Cary W. Adams TITLE: Cary W. Adams, Senior Vice President DATED: March 24, 2003 2626A West Freeway, Fort Worth, Texas 76102 Office: 817-390-2000 www.colonialsavings.com Ex-99.3 (c) FIRST REPUBLIC BANK It's a privilege to serve you (logo) KPMG LLP Three Embarcadero Center, Suite 2000 San Francisco, CA 94111 March 17, 2003 Ladies and Gentlemen: We are providing you this letter in connection with your examination of management's assertion about First Republic Bank's (the Bank) compliance 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 for the purpose of expressing an opinion as to whether management's assertion is fairly stated, in all material respects. We confirm, to the best of our knowledge and belief, the following representations made to you during your examination: 1. We are responsible for complying with the minimum servicing standards in the USAP. 2. We are responsible for establishing and maintaining effective internal control over compliance with the minimum servicing standards. 3. We have performed an evaluation of First Republic Bank's compliance with the minimum servicing standards. 4. As of and for the year ended December 31, 2002, First Republic Bank 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. 5. We have disclosed to you all known noncompliance with the minimum servicing standards. 6. We have made available to you all documentation related to compliance with the minimum servicing standards. 7. We have disclosed any communications from regulatory agencies, internal auditors, and other practitioners concerning possible noncompliance with the minimum servicing standards, including communications received between the end of the period addressed in management's assertion and the date of the independent accountants' report. 9. We have disclosed to you any known noncompliance occurring subsequent to December 31, 2002. Very truly yours, First Republic Bank /s/ James H. Herbert II James H. Herbert II President and Chief Executive Officer /s/ Katherine August-deWilde Katherine August-deWilde Executive Vice President and Chief Operating Officer /s/ Willis H. Newton, Jr. Willis H. Newton, Jr. Executive Vice President and Chief Financial Officer /s/ Cathy Myers Cathy Myers Senior Vice President and Director of Secondary Marketing San Francisco Los Angeles Santa Barbara Newport Beach San Diego Las Vegas New York 111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111. TEL (415) 392-1400 OR (800) 392-1400, FAX (415) 392-1413 CONVENIENT INTERNET BANKING AT WWW.FIRSTREPUBLIC.COM * NEW YORK STOCK EXCHANGE SYMBOL: FRC * MEMBER FDIC Ex-99.3 (d) 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, responsibilites 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 oblgations, 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 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, 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/ Melinda Davis Officer CFO Title 2-27-03 Date Ex-99.3 (e) We1ls 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 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, 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, gorvernmental assessments and any other expenses accured 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. 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/ Vice President Title 2/8/03 Date Ex-99.3 (f) MORGAN STANLEY DEAN WITTER CREDIT CORPORATION (logo) Officer's Certificate Pursuant to the Servicing Agreement between Morgan Stanley Dean Witter Credit Corporation, formerly known as NOVUS Financial Corporation, as seller and servicer (referred to herein in such capacity as "the Servicer", and Thornburg Mortgage Home Loans, Inc. as Owner, the undersigned, hereby states that: (1) A review of the activities of the Servicer and of is performance under the Servicing Agreement during the calendar year ended December 31, 2002 has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period. MORGAN STANLEY DEAN WITTER CREDIT CORPORATION By /s/ Douglas J. Bush Douglas J. Bush Title Director Dated as of December 31, 2002 By /s/ J.L. Reading J.L. Reading Title Senior Vice President Dated as of December 31, 2002 2500 Lake Cook Road, Riverwoods Illinois 60015 Ex-99.3 (g) Wells Fargo Home Mortgage (logo) One Home Campus Des Moines, IA 50328-0001 March 31, 2003 Re: 2002 Annual Certification We hereby certify to the best of our knowledge and belief that for the calendar year of 2002: 1. All real estate taxes, bonds assessments and other lienable items have been paid. 2. All FHA mortgage insurance, private mortgage insuarance premiums, and flood insurance have been paid (if applicable). 3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid. 4. We have made all property inspections as required. 5. Fidelity bond and Errors and Omissions insurance coverage currently exits. 6. That the Officer signing this certificate has 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 similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any such duties, responsibilites or obligations, a description of each default or failure and the nature and status has been reported. Sincerely, /s/ John B. Brown John B. Brown Vice President Wells Fargo Home Mortgage Inc. Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 2,650,830.78 9,570,826.24 0.00 224,907,173.76 A-2 1,180,216.26 11,084,559.79 0.00 59,737,440.21 A-3 3,440,040.14 39,486,984.64 0.00 144,988,015.36 A-4 306,901.88 2,270,912.23 0.00 11,818,087.77 AR 0.29 100.00 0.00 0.00 B-1 97,817.50 0.00 0.00 6,232,000.00 B-2 65,201.20 0.00 0.00 4,154,000.00 B-3 36,650.16 0.00 0.00 2,335,000.00 B-4 12,195.80 0.00 0.00 777,000.00 B-5 8,130.52 0.00 0.00 518,000.00 B-6 24,622.81 0.00 0.33 1,568,731.67 LR 0.00 0.00 0.00 0.00

THORNBURG MORTGAGE SECURITIES TRUST 2002-3 10-K/A