10-K/A 1 wfm02003_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: 333-74308-05 Wells Fargo Asset Securities Corporation 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 14(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 4 Class A-10 1 Class A-11 2 Class A-12 1 Class A-13 4 Class A-14 1 Class A-15 2 Class A-16 1 Class A-17 1 Class A-2 1 Class A-3 1 Class A-4 1 Class A-5 5 Class A-6 1 Class A-7 1 Class A-8 1 Class A-9 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: 37 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 14(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) Colonial Savings, F.A., as Servicer b) CUNA, as Servicer c) First Nationwide Mtg Corp, as Servicer d) Hibernia National Bank, as Servicer e) Homeside Lending Inc (TX), as Servicer f) HSBC Bank, USA, as Servicer g) Huntington Mtg Co, as Servicer h) Navy Federal Credit Union, as Servicer i) U.S. Bank Home Mortgage, as Servicer j) 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) Colonial Savings, F.A., as Servicer b) CUNA, as Servicer c) First Nationwide Mtg Corp, as Servicer d) Hibernia National Bank, as Servicer e) Homeside Lending Inc (TX), as Servicer f) HSBC Bank, USA, as Servicer g) Huntington Mtg Co, as Servicer h) Navy Federal Credit Union, as Servicer i) U.S. Bank Home Mortgage, as Servicer j) 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) Colonial Savings, F.A., as Servicer b) CUNA, as Servicer c) First Nationwide Mtg Corp, as Servicer d) Hibernia National Bank, as Servicer e) Homeside Lending Inc (TX), as Servicer f) HSBC Bank, USA, as Servicer g) Huntington Mtg Co, as Servicer h) Navy Federal Credit Union, as Servicer i) U.S. Bank Home Mortgage, as Servicer j) 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) Colonial Savings, F.A., as Servicer b) CUNA, as Servicer c) First Nationwide Mtg Corp, as Servicer d) Hibernia National Bank, as Servicer e) Homeside Lending Inc (TX), as Servicer f) HSBC Bank, USA, as Servicer g) Huntington Mtg Co, as Servicer h) Navy Federal Credit Union, as Servicer i) U.S. Bank Home Mortgage, as Servicer j) Wells Fargo Home Mortgage, Inc, as Servicer (b) On November 06, 2002, December 04, 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. Such document (i) is not filed herewith since such document was not received by the reporting person at least three business days prior to the due date covered by this report, and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document. Filed Herewith. Certification has been received. Certification has not 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: Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates Series 2002-3 Trust (Registrant) Signed: Wells Fargo Bank Minnesota, N.A., as Master Servicer By: Nancy E. Burgess as Vice President By: /s/ Nancy E. Burgess Dated: June 6, 2003 Sarbanes-Oxley Certification I, Nancy E. Burgess, 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 Wells Fargo 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 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: Colonial Savings, F.A., as Servicer, CUNA, as Servicer, First Nationwide Mtg Corp, as Servicer, Hibernia National Bank, as Servicer, Homeside Lending Inc (TX), as Servicer, HSBC Bank, USA, as Servicer, Huntington Mtg Co, as Servicer, Navy Federal Credit Union, as Servicer, and U.S. Bank Home Mortgage, as Servicer. Date: 6/6/03 /s/ Nancy E. Burgess 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) 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 (b) PricewaterhouseCoopers (logo) PricewaterhouseCoopers LLP Suite 1300 650 Third Avenue South Minneapolis MN 55402-4333 Telephone (612) 596 6000 Facsimile (612) 373 7160 Report of Independent Accountants To the Board of Directors and Stockholder of CUNA Mutual Mortgage Corporation We have examined management's assertion about CUNA Mutual Mortgage 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") 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 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 minimum servicing 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 14, 2003 Ex-99.1 (c) KPMG (logo) 1660 International Drive McLean, VA 22102 Independent Accountants' Report The Board of Directors First Nationwide Mortgage Corporation: We have examined management's assertion, included in the accompanying management assertion report dated January 21, 2003, that First Nationwide Mortgage Corporation (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 as of and for the year ended December 31, 2002. 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 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 Company'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 Company's compliance with the minimum servicing standards. In our opinion, management's assertion that First Nationwide Mortgage Corporation complied with the aforementioned minimum servicing standards during the year ended December 31, 2002 is fairly stated, in all material respects. /s/ KPMG LLP January 21, 2003 KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association. Ex-99.1 (d) Ernst & Young Ernst & Young LLP 4200 One Shell Square 701 Poydras Street New Orleans Louisiana 70139-9869 Phone: (504) 581-4200 www.ey.com Report of Independent Accountants on Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers The Directors' Audit Committee Hibernia Corporation We have examined management's assertion, included in the accompanying report titled Report of Management, that Hibernia National Bank (the Company), a wholly owned subsidiary of Hibernia Corporation, 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 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 the Company complied with the aforementioned requirements during 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 Directors' Audit Committee, management, and the U.S. Department of Housing and Urban Development and is not intended to be and should not be used by anyone other than these specified parties. /s/ Ernst & Young LLP March 21, 2003 Ernst & Young LLP is a member of Ernst & Young International, Ltd. Ex-99.1 (e) Deloitte & Touche LLP Suite 4500 700 Fifth Avenue Seattle, Washington 98104-5044 Tel: (206) 292-1800 Fax: (206) 343-7809 www.deloitte.com Deloitte & Touche (logo) INDEPENDENT ACCOUNTANTS' REPORT ON COMPLIANCE WITH UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS Board of Directors Washington Mutual, Inc. We have examined management's assertion about Washington Mutual, Inc. and 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 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 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 18, 2003 Deloitte Touche Tohmatsu (logo) Ex-99.1 (f) 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 (h) PricewaterhouseCoopers (logo) PricewaterhouseCoopers LLP 1301 K Street, NW, Suite 800W Washington DC 20005-3333 Telephone (202) 414 1000 Report of Independent Accountants To the Board of Directors and Supervisory Committee of Navy Federal Credit Union We have examined management's assertion about Navy Federal Credit Union's (the "Credit Union") 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 Credit Union's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Credit Union'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 Credit Union'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 Credit Union's compliance with the minimum servicing standards. In our opinion, management's assertion that the Credit Union 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 6, 2003 Ex-99.1 (j) 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) 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 (b) CUNA Mutual Mortgage Corporation (logo) Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 14, 2003 As of and for the year ended December 31, 2002, CUNA Mutual Mortgage Corporation (the "Company") have 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 ("USAP"). As of and for this same period, the Company had in effect a fidelity bond errors and omissions policy in the amount of $25,000,000 and $12,000,000 respectively. /s/ Jim McCourt Jim McCourt Senior Vice President CUNA Mutual Mortgage Corporation /s/ Tom Pisapia Tom Pisapia Vice President, Servicing CUNA Mutual Mortgage Corporation /s/ Michael W. Campbell Michael W. Campbell Assistant Vice President, Servicing CUNA Mutual Mortgage Corporation Street: CUNA Mutual Mortgage Corporation 2908 Marketplace Dr., Suite 100 Madison, WI 53719-5316 Mail: P.O. Box 1332 Madison, WI 53701-1332 Tel: 877.286.2684 Fax: 608.232.6389 www.cmmort.com Ex-99.2 (c) 1st Nationwide Mortgage (logo) P.O. Box 9481 Gaithersburg, MD 20898-9481 Management Assertion As of and for the year ended December 31, 2002, First Nationwide Mortgage 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 November 6, 2002, and for the period from January 1, 2002 to November 6, 2002, the Company had in effect a fidelity bond and errors and omissions policies in the amount of $125 million and $120 million, respectively. As of December 31, 2002 and for the period from November 7, 2002 to December 31, 2002, the Company had in effect fidelity bond and errors and omissions policies in the amount of $100 million and $50 million, respectively. /s/ Debbie Mace Debbie Mace SVP 4/9/03 Date 5280 Corporate Drive, Frederick, MD 21703 Ex-99.2 (d) HIBERNIA MEMBER FDIC (logo) MANAGEMENT ASSERTION As of and for the period ended December 31, 2002, Hibernia National 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 (USAP). As of and for this same period, Hibernia National Bank had in effect a fidelity bond and errors and omissions policy. Refer to the enclosed certificates for the specific amounts. /s/ Greg J. Bell Greg J. Bell Senior Vice President Date: 3/31/03 HIBERNIA NATIONAL BANK * POST OFFICE BOX 481 * BATON ROUGE, LOUISIANA 70821 * 225-381-2000 Ex-99.2 (e) Washington Mutual As of and for the year ended December 31, 2002, Washington Mutual, Inc. 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 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 $110 million and $20 million, respectively. /s/ Craig S. Davis Craig S. Davis President Home Loans & Insurance Services Group /s/ Anthony T. Meola Anthony T. Meola Executive Vice President Home Loans & Insurance Services Group February 18, 2003 1201 3rd Ave. Seattle, WA 98101 Ex-99.2 (f) 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 14043Navy Federal Credit Union (logo) P.O. Box 3000 * Merrifield VA * 22119-3000 In reply refer to account no. Ex-99.2 (h) Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards February 6, 2003 As of and for the year ended 31 December 2002, Navy Federal Credit Union ("Navy Federal") 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, Navy Federal had in effect a Fidelity Bond and Errors and Omissions policy in the amounts of $15,000,000 and $500,000 per mortgage, respectively. /s/ Louis W. Jennings Louis W. Jennings Executive Vice President Mortgage Lending /s/ Latisa M. Head Latisa M. Head Vice President Mortgage Servicing Ex-99.2 (j) 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) COLONIAL SAVINGS (logo) ANNUAL CERTIFICATE FOR THE Wells Fargo Bk MN, NA Investor # 3146, 3164, 3173, 3532, 3337, 3409, 3531, 3743 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: December 21, 2002 2626A West Freeway, Fort Worth, Texas 76102 Office: 817-390-2000 www.colonialsavings.com Ex-99.3 (b) CUNA Mutual Mortgage Corporation (logo) March 28, 2003 Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd Columbia, MD 21044-3562 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 performances of the Servicer during the preceding fiscal year under the terms of each Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide pursuant 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 such duties, responsibilities or obligations, a description of each default and 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 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 Mortgage Property, have been paid, or if any such costs or expenses have 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 Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified by: /s/ Daniel P. Rotert Officer: Daniel P. Rotert Senior Vice President & CEO Title March 28, 2003 Date Street: CUNA Mutual Mortgage Corporation 2908 Marketplace Dr., Suite 100 Madison, WI 53719-5316 Mail: P.O. Box 1332 Madison, WI 53701-1332 Tel: 877.286.2684 Fax: 608.232.6389 www.cmmort.com Ex-99.3 (c) 1st Nationwide Mortgage (logo) P.O. Box 9481 Gaithersburg, MD 20898-9481 January 21, 2003 KPMG LLP Attn: Richard Wheeler 1660 International Drive McLean, VA 22102 Ladies and Gentlemen: We are providing you this letter in connection with your examination of management's assertion about First Nationwide Mortgage Corporation's (the Company) 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 the Company's compliance with the minimum servicing standards. 4. As of and for the year ended December 31, 2002, 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. 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. 8. We have disclosed to you any known noncompliance occurring subsequent to the year ended December 31, 2002. Very truly yours, First Nationwide Mortgage Corporation /s/ Paul Ince /s/ Debbie Mace Paul Ince Debbie Mace SVP and Chief Financial Officer SVP 5280 Corporate Drive, Frederick, MD 21703 Ex-99.3 (d) HIBERNIA (logo) MEMBER FDIC 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 performances of the Servicer during the preceding fiscal year under the terms of each 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 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 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 Mortgage Property, have been paid, or if any such costs or expenses have 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 Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified by: /s/ Greg J. Bell Officer Senior Vice President Title 3/31/03 Date HIBERNIA NATIONAL BANK * POST OFFICE BOX 481 * BATON ROUGE, LOUISIANA 70821 * 225-381-2000 Ex-99.3 (e) Washington Mutual (logo) P.O. Box 1093 Northridge, CA 91328-1093 Officer's Certificate The undersigned Officer certifies the following for the 2002 fiscal year: A. I have reviewed the activities and performances of the Servicer during the preceding fiscal year under the terms of each Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best this Officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year. 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 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 Mortgage Property have been paid. All Custodial Accounts have been reconciled and are properly funded; and F. 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/ John MacLean John MacLean Vice President Title March 28, 2003 Date Ex-99.3 (f) 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 (g) Huntington Mortgage Company (logo) 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 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, 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/ Officer Vice President Title March 5, 2003 Date Ex-99.3 (h) Navy Federal Credit Union (logo) PO Box 3000 * Merrifield VA * 22119-3000 In reply refer to account no. 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 or failure of the servicer to perform any 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 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 property 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/ Latisa M. Head Officer Latisa M. Head Vice President Mortgage Servicing Title March 20, 2003 Date Ex-99.3 (j) 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 insurance 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, responsibilities 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 1,867,674.39 2,829,871.27 0.00 38,971,528.73 A-10 440,533.80 0.00 0.00 8,134,000.00 A-11 2,105,831.64 0.00 0.00 38,882,000.00 A-12 385,832.63 0.00 0.00 7,124,000.00 A-13 922,456.25 25,156,771.22 0.00 21,154,328.77 A13-1 30,579.06 1,131,526.88 0.00 508,973.12 A13-2 891,877.21 24,025,244.35 0.00 20,645,355.65 A-14 70,722.25 0.00 0.00 0.00 A-15 655,482.37 0.00 0.00 35,871,500.00 A-16 1,885,081.74 0.00 0.00 0.00 A-17 2,076,306.53 7,392,382.88 0.00 6,352,417.12 A-18 939,340.19 44,891,925.00 0.00 0.00 A-19 1,218,364.72 10,359,675.00 0.00 0.00 A-2 496,874.58 1,886,580.84 0.00 25,981,019.15 A-3 1,314,203.61 0.00 0.00 0.00 A-4 1,165,474.00 (1,165,474.00) 0.00 22,165,474.00 A-5 1,723,470.64 0.00 0.00 31,822,100.00 A5-1 726,767.01 0.00 0.00 13,419,000.00 A5-2 996,703.63 0.00 0.00 18,403,100.00 A-6 1,067,233.71 47,234,697.07 0.00 14,576,402.91 A6-1 233,358.99 891,244.83 0.00 10,960,855.18 A6-2 833,874.70 46,343,452.28 0.00 3,615,547.73 A-7 2,604,872.74 14,533,752.96 0.00 4,485,047.05 A7-1 577,931.02 274,229.19 0.00 3,372,570.82 A7-2 2,026,941.72 14,259,523.77 0.00 1,112,476.22 A-8 131,095.81 2,263,053.76 0.00 1,017,946.24 A-9 3,287,788.85 0.00 0.00 71,743,000.00 A-LR 31.65 50.00 0.00 0.00 A-PO 0.00 316,496.70 0.00 1,746,080.39 A-R 0.27 50.00 0.00 0.00 B-1 418,517.37 67,537.30 0.00 7,690,462.70 B-2 134,974.28 21,781.16 0.00 2,480,218.83 B-3 108,001.01 17,428.42 0.00 1,984,571.58 B-4 40,513.86 6,537.82 0.00 744,462.17 B-5 54,000.50 8,714.22 0.00 992,285.79 B-6 40,532.52 6,540.85 0.00 744,805.04

WELLS FARGO MORTGAGE BACKED SECURITIES SERIES 2002-3 10-K/A