10-K/A 1 irw0200a.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: 333-56242-12 Irwin Whole Loan Home Equity Trust Home Equity Loan-Backed Notes Series 2002-A 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 IIA1 1 Class IA1 4 Class IIA2 2 Class IIAIO 5 Class IIM1 1 Class IIM2 1 Class IIB1 2 Class IIA3 1 Class X1 1 Class X2A 1 Class X2B 1 Class IIXIO 1 Total: 21 Item 6. Selected Financial Data. Omitted. Item 7. Managements 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) Irwin Union Bank and Trust Company~~

(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002. ~~a) Irwin Union Bank and Trust Company~~

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2002. ~~a) Irwin Union Bank and Trust Company~~

(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On November 12, 2002, December 17, 2002, and January 10, 2003 reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. Filed Herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: Irwin Whole Loan Home Equity Trust Home Equity Loan-Backed Notes, Series 2002-A Trust (Registrant) Signed: Irwin Union Bank and Trust Company, as Servicer By: Edwin K. Corbin as Vice President By: /s/ Edwin K. Corbin Dated: July 11, 2003 Sarbanes-Oxley Certification I, Edwin K. Corbin, 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 Irwin Whole Loan Home Equity Trust Home Equity Loan-Backed Notes, Series 2002-A Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Irwin Union Bank and Trust Company and Wells Fargo Bank, Minnesota, N.A., as Trustee. Date: July 11, 2003 Edwin K. Corbin 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 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 Stockholders of Irwin Home Equity: We have examined management's assertion about Irwin Financial Corporation and its subsidiaries, including Irwin Home Equity (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 (see Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with 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 February 21, 2003 Ex-99.2 (a) Irwin Home Equity 12677 Alcosta Blvd. Suite 500 San Ramon, CA 94583-4427 925.277.2001 925.277.2009 Fax Irwin Home Equity (logo) Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards As of and for the year ended December 31, 2002, Irwin Home Equity, a majority owned subsidiary of Irwin Union Bank and Trust Company have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $21,000,000 and $20,000,000 respectively. /s/ Octavio Ricart Octavio Ricart Corporate Controller /s/ Edwin Corbin Edwin Corbin Chief Financial Officer /s/ Jocelyn Martin-Leano Jocelyn Martin-Leano Senior Vice President - Loan Servicing an Irwin Financial Company Ex-99.3 (a) OFFICER'S CERTIFICATE OF THE MASTER SERVICER RE: ANNUAL STATEMENT AS TO COMPLIANCE The undersigned, each a duly authorized representative of Irwin Union Bank and Trust Company as Master Servicer ("Master Servicer") pursuant to the Sale and Servicing Agreement dated as of May 31, 2002, by and among Bear Stearns Asset Backed Securities, Inc. as Depositor, Irwin Union Bank and Trust Company as Master Servicer, Irwin Whole Loan Home Equity Trust 2002-A as Issuer, and Wells Fargo Bank Minnesota, National Association as Indenture Trustee (as such agreement may be amended, supplemented or otherwise modified from time to time, the "Sale and Servicing Agreement"), do hereby certify as follows: A. Capitalized terms used in this Certificate have their respective meanings set forth in the Sale and Servicing Agreement. References herein to certain Sections and Subsections are references to the respective Sections and Subsections of the Sale and Servicing Agreement. B. This Certificate is being delivered pursuant to Section 3.14 of the Sale and Servicing Agreement. C. The Master Servicer is the Master Servicer under the Sale and Servicing Agreement. D. The undersigned are duly authorized Officers of the Master Servicer. E. A review of the activities of the Master Servicer during the 2002 fiscal year and of its performance under the Sale and Servicing Agreement has been made under our supervision. F. To the best of our knowledge, based on the above mentioned review, the Master Servicer has fulfilled all of their obligations under the Sale and Servicing Agreement and any applicable Supplements throughout the 2002 fiscal year. IN WITNESS WHEREOF, the Master Servicer has caused this Certificate to be executed and delivered on its behalf by its duly authorized officers on this 27th day of June, 2003. IRWIN UNION BANK AND TRUST COMPANY Attest: /s/ Gary A. Iorfido By: /s/ Edwin K. Corbin Gary A Iorfido Edwin K. Corbin Assistant Secretary Vice President-Business Development, Home Equity Lending Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance IA1 497,470.82 7,327,443.87 0.00 41,902,556.13 IIA1 278,346.88 12,285,252.74 0.00 19,743,747.26 IIA2 707,801.58 0.00 0.00 29,248,000.00 IIA3 509,001.78 0.00 0.00 15,783,000.00 IIAI0 493,950.00 0.00 0.00 9,879,000.00 IIM1 280,962.48 0.00 0.00 8,645,000.00 IIM2 210,444.00 0.00 0.00 5,928,000.00 IIB1 268,575.00 0.00 0.00 7,162,000.00 X1 0.00 1,762,919.09 0.00 987,080.91 X2A 0.00 0.00 0.00 550,547.07 X2B 0.00 0.00 0.00 2,202,188.27 IIX-IO 124,603.47 0.00 0.00 88,703,939.89

BEAR STEARNS ASSET BACKED SEC INC IR WH LN HM EQ TR 2002-A 10-K/A