UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-K/A

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange   Act  of  1934   for   the    period  from  June 1, 2002
         (Commencement of Operations) to December 31, 2002

[  ]     Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                        Commission File Number 333-77054-15

               CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
             (Exact name of registrant as specified in its charter)

         Delaware                                            13-3320910
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

11 Madison Ave.
New York, New York                                             10010
(Address of Principal Executive Offices)                      (Zip Code)

       Registrant's telephone number, including area code :(212)325-2000


         CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
    CSFB MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2002-AR21
       (Title of each class of securities covered by this Form)

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 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. [X]

Documents incorporated by reference:  None

<PAGE>

                             AMENDMENT NUMBER 1 OF 1

                                       -2-

<PAGE>

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
CSFB MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2002-AR21
----------------------------------------------------------------

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this report:

    (1) Financial Statements:
         Omitted.

    (2)  Financial Statement Schedules:
         Omitted.

    (3)  Exhibits:

     Annual  Independent  Accountant's  Servicing Reports  concerning  servicing
activities for the year ended December 31, 2002, filed as Exhibit 99.1 hereto.

     Report of Management as to Compliance with Minimum Servicing  Standards for
the year ended December 31, 2002, filed as Exhibit 99.2 hereto.

(b)   Reports on Form 8-K: The  following  Current  Reports on Form 8-K were
      filed by the Registrant during the last quarter of 2002.

      Current  Reports   on Form 8-K,   dated   October 25,  2002,  November 25,
     2002,  and  December  26,  2002,  were filed for the  purpose of filing the
     Monthly  Statement  sent to the  Holders of the  Offered  Certificates  for
     payments made on the same dates.  The items reported in such Current Report
     were Item 5 (Other Events).


(c)   Exhibits to this report are listed in Item (14)(a)(3) above.

                                      -3-
<PAGE>

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
CSFB MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 2002-AR21
----------------------------------------------------------------

Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 for the fiscal year ended December 31, 2002


SIGNATURE

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.

                                    CREDIT SUISSE FIRST BOSTON MORTGAGE
                                    SECURITIES CORP.



Date:  March 25, 2004               By:  /s/ Andrew Kimura
                                    -----------------------------
                                    Name:  Andrew Kimura
                                    Title: Vice President



                                      -4-
<PAGE>

                                CERTIFICATION


    Re:      Credit Suisse First Boston Mortgage Securities Corp.,
             CSFB Mortgage-Backed Pass-Through Certificates, Series 2002-AR21

                  I, Andrew Kimura, certify that:

     1. I have reviewed  this annual  report on Form 10-K/A,  and all reports on
Form 8-K  containing  distribution  and  servicing  reports  filed in respect of
periods   included  in  the  year  covered  by  this  annual  report,   of  CSFB
Mortgage-Backed Pass-Through Certificates, Series 2002-AR21 (the "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  information  required  to be
prepared  by the  Trust  Administrator  based  upon  the  servicing  information
required to be  provided  by each  Servicer  and the Master  Servicer  under the
Pooling and Servicing Agreement is included in these reports;

     4. Based on my knowledge and upon the annual compliance statements included
in the  report  and  required  to be  delivered  to the Trust  Administrator  in
accordance with the terms of the Pooling and Servicing  Agreement and based upon
the review  required  under the Pooling and Servicing  Agreement,  and except as
disclosed in the report, each Servicer and the Master Servicer has fulfilled its
obligations under the Pooling and Servicing Agreement; and

     5. The  reports  disclose  all  significant  deficiencies  relating to each
Servicer's  and the Master  Servicer's  compliance  with the  minimum  servicing
standards based, in each case, 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 standard as set forth in the
Pooling and Servicing Agreement, that is included in these reports.

     Capitalized terms used but not defined herein have the meanings ascribed to
them in the Pooling and  Servicing  Agreement,  dated June 1, 2002 (the "Pooling
and Servicing Agreement"),  among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"),  DLJ Mortgage Capital,  Inc., as a seller
(in such capacity,  the "Seller"),  Chase  Manhattan  Mortgage  Corporation,  as
master  servicer  (in such  capacity,  the "Master  Servicer"),  U.S.  Bank Home
Mortgage,  a  Division  of US Bank  N.A.,  as a servicer  (in such  capacity,  a
"Servicer") and as a seller (in such capacity,  a "Seller"),  Washington  Mutual
Mortgage  Securities  Corp.,  as a servicer (in such  capacity,  a  "Servicer"),
Olympus Servicing,  L.P., as a servicer (in such capacity, a "Servicer") and the
special servicer (in such capacity, the "Special Servicer"),  Bank One, National
Association,  as trustee  (the  "Trustee")  and  JPMorgan  Chase Bank,  as trust
administrator (the "Trust Administrator").

Dated:  March 25, 2004


By:     /s/ Andrew Kimura
    -------------------------------------
Name:   Andrew Kimura
Title:  Vice President

                                      -5-
<PAGE>




                                 EXHIBIT INDEX

Exhibit Description

99.1    Annual Independent Accountant's Servicing Report for the year ended
        December 31, 2002

        a) Chase Manhattan Mortgage Corporation, as Master Servicer
        b) U.S. Bank Home Mortgage, as Servicer
        c) Washington Mutual Mortgage Securities Corp., as Servicer
        d) Fairbanks Capital Corporation (formerly Olympus Servicing LP),
            as Servicer

99.2    Report of Management as to compliance with minimum servicing standards
        for the year ended December 31, 2002.

        a) Chase Manhattan Mortgage Corporation, as Master Servicer
        b) U.S. Bank Home Mortgage, as Servicer
        c) Washington Mutual Mortgage Securities Corp., as Servicer
        d) Fairbanks Capital Corporation (formerly Olympus Servicing LP),
            as Servicer

                                      -6-
<page>





                                  EXHIBIT 99.1
      Annual Independent Accountant's Servicing Report for the year ended
                                December 31, 2002


                                      -7-

<PAGE>

PricewaterhouseCoopers, LLP
1177 Avenue of the Americas
New York, NY  10026
Telephone:  (646)  471-4000
Facsimile:  (646)  471-4100


                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of
Chase Manhattan Mortgage Corporation


     We have examined  management's  assertion  about Chase  Manhattan  Mortgage
Corporation's (the "Company") compliance with the minimum servicing standards as
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. The Company has  interpreted  USAP and  determined  that USAP
minimum  servicing  standards I.1, I.2, I.3, III.1,  III.5,  IV.1, and VII.1 are
applicable to master servicers and are included in the  accompanying  management
assettion (see Exhibit I). The Company has interpreted  USAP and determined that
USAP minimum  servicing  standards I.4, II.1, II.2, II.3,  II.4,  III.2,  III.3,
III.4,  III.6,  V.1,  V.2,  V.3,  V.4 and  VI.1  are not  applicable  to  master
servicers.  In cases where the Company does not service the loans underlying the
master servicing,  our procedures were limited to obtaining and reading the most
recently available USAP reports from the subservicers'  independent accountants.
In  this  regard,  we  obtained  reports  on  83%  of  the  subservicers.  These
subservicrs serviced loans comprising 93% of the unpaid principal balance of the
Company's Master Servicing portfolio as of December 31, 2002.

     Our opinion as expressed  herein,  as it relates to USAP minimum  servicing
standards for which subservicers are responsible for compliance, is based solely
upon the reports of the  subservicers'  independent  accountants.  Management is
responsible for the Company's  compliance with the remaining  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 attestion standards established
by the American  Institute of Certified  Public  Accountants  and,  accordingly,
included  examining,  on a test basis,  evidence about the Company's  compliance
with the  Standards  and  performing  other  such  procedures  as we  considered
necessary in the circumstances.  We believe that our examination and the reports
of the  other  accountants  provide 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,   based  on  our  examination  and  the  reports  of  the
subservicer's  independent accountants,  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.


By:  /s/PricewaterhouseCoopers, LLC
------------------------------------
PricewaterhouseCoopers, LLC


April 30,  2003

                                      -8-

<page>

PricewaterhouseCoopers, LLP
Suite 1300
650 Third Avenue South
Minneaspolis, MN  55402-4333
Telephone:  (612) 596-6000
Facsimile:  (612) 373-7160


REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholder
of U.S. Bank, N.A.


     We have examined management's assertion about compliance by U.S. Bank, N.A.
(including U.S. Bank Home Mortgage) (the "Company"), compliance with the minimum
servicing  standards  identified in Mortgage  Bankers  Association  of America's
Uniform Single  Attestation  Program for Mortgage Bankers ("USAP") as of and for
the year  ended  December  31,  2002  included  in the  accompanying  management
assertion  (see  Exhibit  1).   Management  is  responsible  for  the  Company's
compliance with the Standards.  Our  responsibility  is to express an opinion on
management's assertion about the Company's compliance based on our examination.

     Our examination  was made in accordance  with standards  established by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
Standards and performing other such procedures as we considered necessary in the
circumstances.  We believe that our examination  provides a reasonable basis for
our  opinion.  Our  examination  does not provide a legal  determination  on the
company's compliance with the Standards.

     In our opinion,  management's  assertion that the Company complied with the
aforementioned  Standards  as of and for  the year ended  December  31,  2002 is
fairly stated, in all material respects.


By:  /s/PricewaterhouseCoopers, LLC
------------------------------------
PricewaterhouseCoopers, LLC


March 21, 2003


                                      -9-
<page>

Deloitte & Touche LLP
700 5th Avenue
Seattle Washington 98104
phone (206) 292-1800


INDEPENDENT ACCOUNTANTS' REPORT ON
COMPLIANCE WITH UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS

Board of Directors
To 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
standands.

     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.


By:  /s/ Deloitte & Touche LLP
---------------------------

February 18, 2003

                                      -10-

<page>

Ernst  & Young LLP
725 South Figueroa Street
Los Angeles, CA  90017
Telephone:  (213) 977-4200
www.ey.com


                 Report on Management's Assertion on Compliance
               with Minimum Servicing Standards Set Forth in the
            Uniform Single Attestation Program for Mortgage Bankers

                       REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors
Fairbanks Capital Corp.

     We have  examined  management's  assertion,  included  in the  accompanying
report titled Report of Management, that Fairbanks Capital Corp., a wholly owned
subsidiary of Fairbanks Capital Holding Corp., (the "Company") complied with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) for 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   assertions  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 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  NCM  complied  with  the
aforementioned  requirements  for the year ended  December 31,  2002,  is fairly
stated, in all material respects.

By:  /s/ Ernst & Young LLP
--------------------------

January 20, 2003


                                      -11-
<page>


                                  EXHIBIT 99.2
     Report of Management as to compliance with minimum servicing standards
                      for the year ended December 31, 2002


                                      -12-

<page>
                                                                       EXHIBIT I

Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH  43219-6009


             MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH USAP
                          MINIMUM SERVICING STANDARDS

April 30, 2003

     As of and for the year ended December 31, 2002,  Chase  Manhattan  Mortgage
Corporation  (the  "Company"),  has complied in all material  respects  with the
minimum  servicing  standards set forth in the Mortgage  Bankers  Association of
America's Uniform Single Attestation  Program for Mortgage Bankers ("USAP") that
we have determined are applicable to master servicers.  We have interpreted USAP
and determined that minimum  servicing  standards I.1, I.2, I.3,  III.1,  III.5,
IV.1, and VII.1 as set forth in USAP are applicable to master servicres. We have
also  interpreted that USAP minimum  servicing  standards I.4, II.1, II.2, II.3,
II.4, III.2,  III.3,  III.4,  III.6, V.1, V.2, V.3, V.4 and VI.1 as set forth in
USAP  are not  applicable  to  master  servicers;  for  thse  minimum  servicing
standards  the  Company  relies  on the  performance  of its  subservicers.  The
assertion  relates  specifically to the Company's  Master  Servicing  Portfolio,
including  the  CitiBank/Citimae  portfolio  being  submaster  serviced  by  the
Company.

     It is the policy of the Company to obtain USAP reports from the independent
accountants of its subservicers. As of the date hereof, the Company has obtained
USAP reports for 83% of its  subservicers.  These  subservicers  serviced  loans
comprising 93% of the unpaid principal balance of the Company's Master Servicing
Portfolio as of December 31,  2002.  The Company  noted that a numer of the USAP
reports contained items of noncompliance. These items of noncompliance have been
included in Exhibit II hereto.

     As of and for this same period, the Company had in effect fidelity bond and
errors and ommissions  policy in the amounts of  $250,000,000  and  $25,000,000,
respectively.


By:  /s/ Bonnie Collins
-----------------------------
Bonnie Collins
Senior Vice President
Chase Manhattan Mortgage Corporation

By: /s/  Diane Bentz
-----------------------------
Diane Bentz
Senior Vice President
Chase Manhattan Mortgage Corporation

                                      -13-

<page>

                                                                Exhibit II

                      Chase Manhattan Mortgage Corporation
                      Subservicers' USAP Report Exceptions
                               December 31, 2002


     It is the policy of Chase Manhattan Mortgage Corporation (the "Company") to
obtain Uniform Single Attestation  Program for Mortgage Bankers ("USAP") reports
from the independent accountants of its subservicers.  As of April 30, 2003, the
Company  has  obtained  USAP  reports  for  83%  of  its   subservicers.   These
subservicers  serviced loans comprising 93% of the unpaid  principal  balance of
the Company's  Master  Servicing  Portfolio as of December 31, 2002. The Company
noted that a number of the USAP reports  contained items of  noncompliance.  The
following summarizes the items from these reports.

Servicer                                        Exception

ABN AMRO Mortgage Group, Inc.   Escrow funds were not returned to
                                mortgagors  within 30 calendar  days of
                                payoff for 2 out of the 25 loans tested.

Ocwen Federal Bank FSB          Interest on escrow accounts in certain states
                                was not paid, or credited, to mortgagors in
                                accordance  with the  applicable state laws
                                during the year ended December 31, 2003.

Countrywide Financial Corporation
                               Interest  on payoffs for four (4) states was not
                               properly  credited to the mortgagor per the
                               respective state laws due to a programming error
                               that was not correctly identifying when the
                               Company should be paying, or crediting, mortgagor

New South Federal Savings Bank  The  Company is required  to pay or credit
                               interest  on escrow  acounts to mortgagors in
                               accordance with the applicable state laws.
                               Testing during the year revealed one of the 25
                               escrow accounts tested was not correctly paid or
                               credited inaccordance with applicable state laws.

                               The Company is required to perform
                               reconciliations  on a monthly basis for all
                               custodial bank accounts and related bank-clearing
                               accounts. Furthermore, the USAP  minimum
                               servicing  standards  required  that  these
                               reconciliations  be performed within 45 days,
                               be mathematically accurate, be reviewed and
                               approved by someone other than the preparer and
                               shall  document any  explanations  within 90
                               calendar days of their original identification.
                               Testing during the current year revealed one of
                               the 303 reconciliations was mathemematically
                               inaccurate, four of the 303  custodial
                               reconciliations's  were not  prepared  within 45
                               days of the related account cutoff,  four within
                               45 days of the related account cutoff, four of
                               303  custodial  reconciliation's  were not
                               reviewed by an  employee  who was independent of
                               the  related  reconciliation  preparation,  and
                               16 of  the  303 custodial reconciliation's
                               bad reconciling items over 90 days.

Ulster Savings Bank            The errors and Omissions  policy in effect
                               during the year ended  December 31, 2002 of
                               $1.0 million was not sufficient, as the portfolio
                               of serviced loans included items in excess of
                                the coverage limits.

RBMG, Inc.                      As of December 31, 2002,  there were certain
                                investor  custodial  accounts that were not
                                being reconciled in a timely manner.
                                Physical reconciliations were not  prepared for
                                these accounts in a timely  manner, and upon
                                preparation contained a significant number of
                                unresolved reconciling items.


                                      -14-
<page>

PricewaterhouseCoopers, LLP
Suite 1300
650 Third Avenue South
Minneaspolis, MN  55402-4333
Telephone:  (612) 596-6000
Facsimile:  (612) 373-7160


REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholder
of U.S. Bank, N.A.


     We have examined management's assertion about compliance by U.S. Bank, N.A.
(including U.S. Bank Home Mortgage) (the "Company"), compliance with the minimum
servicing  standards  identified in Mortgage  Bankers  Association  of America's
Uniform Single  Attestation  Program for Mortgage Bankers ("USAP") as of and for
the year  ended  December  31,  2002  included  in the  accompanying  management
assertion  (see  Exhibit  1).   Management  is  responsible  for  the  Company's
compliance with the Standards.  Our  responsibility  is to express an opinion on
management's assertion about the Company's compliance based on our examination.

     Our examination  was made in accordance  with standards  established by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
Standards and performing other such procedures as we considered necessary in the
circumstances.  We believe that our examination  provides a reasonable basis for
our  opinion.  Our  examination  does not provide a legal  determination  on the
company's compliance with the Standards.

     In our opinion,  management's  assertion that the Company complied with the
aforementioned  Standards  as of and for  the year ended  December  31,  2002 is
fairly stated, in all material respects.


By:  /s/PricewaterhouseCoopers, LLC
------------------------------------
PricewaterhouseCoopers, LLC


March 21, 2003


By:  /s/ Martin L. Foster
-----------------------------
Martin L. Foster
Senior Vice President -- Loan Servicing



                                      -15-

<PAGE>



                                                              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 Program for Mortgage Bankers. As of and for
this same  period,  the  Company  had in effect a  fidelity  bond and errors and
ommissions policy in the amounts of $110 million and $20 million, respectively.



By:   /s/ Craig S. Davis
-----------------------------
Craig S. Davis
President
Home Loans & Insurance Services Group


By:   /s/ Anthony T. Meola
-----------------------------
Anthony T. Meola
Executive Vice President
Home Loans & Insurance Services Group

February 18, 2003

                                      -16-

<page>

                            Fairbanks Capital Corp.

        Management's Assertion on Compliance with the Minimum Servicing
       Standards set forth in the Uniform Single Attestation Program for
                                Mortgage Bankers

                              Report of Management

     We, as members of management of Fairbanks  Capital Corp.  (the  "Company"),
are responsible for complying with the minimum servicing  standards as set forth
in the Mortgage  Bankers  Association of America's  Uniform  Single  Attestation
Program for Mortgage Bankers ("USAP").  We are also responsible for establishing
and maintaining effective internal control over compliance with these standards.
We have  performed  an  evaluation  of the Bank's  compliance  with the  minimum
servicing standards as set forth in the USAP as of December 31, 2002 and for the
year then ended. Based on this evaluation,  we assert that during the year ended
December 31, 2002;  the Company  complied,  in all material  respects,  with the
minimum servicing standards set forth in the USAP.

     As of and for the same  period,  the Bank had in effect a fidelity  bond in
the amount of  $38,000,000  and an errors and omissions  policy in the amount of
$10,000,000.

/s/  Thomas D. Basmajian
--------------------------
Thomas D. Basmajian
Chief Executive Officer

/s/ Anthony O'Boyle Beirne
---------------------------
Anthony O'Boyle Beirne
Chief Financial Officer

/s/ Barbara K. Wing
---------------------------
Barbara K. Wing
Senior Vice President and Controller

January 20, 2003

                                      -17-

<page>

3815 South West Temple
Salt Lake City, Utah  84115-4412
P.O. Box 65250
Salt Lake City, Utah  84165-0250
telephone (801) 293-1883
fax (801) 293-1297

                            Fairbanks Capital Corp.

January 29, 2003

Ernst & Young LLP
725 South Figueroa Street
Los Angelee, CA  90017

Ladies and Gentlemen:

     In  connection  with your  compliance  attestation  engagement  relating to
management's   assertion  about   Fairbanks   Capital  Corp.'s  (the  "Company")
compliance  with the minimum  servicing  standards  as set forth in the Mortgage
Banker's  Association  of  America's  Uniform  Single  Attestation  Program  for
Mortgage  Bankers  (USAP) during the year ended  December 31, 2002, we recognize
that obtaining  representations from us concerning the information  contained in
this letter is a  significant  procedure  in enabling  you to form an opinion on
whether our assertion about the Company's  compliance with the minimum servicing
standards as set forth in the USAP is fairly  stated in all  material  respects.
Accordingly,   we  make  the  following  representations  with  respect  to  our
compliance  with the  minimum  servicing  requirements  as set forth in the USAP
during  the year  ended  December  31,  2002,  which are true to the best of our
knowledge and belief.

     We  ackowledge  that,  as memebers of  management  of the  Company,  we are
responsible for complying with the minimum  servicing  standards as set forth in
the USAP. We are also  responsible for  establishing  and maintaining  effective
internal  control over  compliance  with these  standards.  We have performed an
evaluation  of the Company's  compliance  with the minimum  servicing  standards
referred to above as of December 31, 2002 and for the year then ended.  Based on
this evaluation,  the Company has complied with the minimum servicing  standards
set forth in the USAP, during the year ended December 31, 2002.

     There has been no known  noncompliance with the minimum servicing standards
for the year  from  December  31,  2002  through  the  date of your  attestation
examination report.

     As of and during the year ended  December  31,  2002,  the  Company  had in
effect a fidelity  bond in the  amount of  $38,000,000  and a  mortgage  bankers
errors and omissions policy insurance policy in the amount of $10,000,000.

     We have made available to you all documentation  related to compliance with
the minimum servicing standards.

     There have been no instances of fraud involving  managment or employees who
have  significant  roles in internal  control over  compliance  with the minimum
servicing  standards.  There have been no  instances  of fraud  involving  other
employees  that could  have a material  effect on  compliance  with the  minimum
servicing standards.

     There have been no  communications  (received by  management or our general
counsel) from any trustees,  insurers,  investors,  regulatory agencies,  rating
agencies,  outside  consultants,  or the Company's internal auditors  concerning
possible  noncompliance  with  the  minimum  servicing  standards  (or  possible
significant  noncompliance with servicing agreements) in the year ended December
31, 2002 and through the date of your attestation  examination  report except as
previously disclosed to you in our letter dated January 29, 2003.

     We have not been audited by any trustees or  investors in  connection  with
minimum  servicing  standards  or  servicing  agreements  during  the year ended
December 31, 2002 or through the date of your attestation examination report. As
a result,  we have not received any audit reports,  review  reports,  or similar
reports,  including  any  draft or final  reports,  from any such  companies  or
agencies  in the  year  ended  December  31,  2002 or  through  the date of your
attestation examination report.

     In the prior year, the trustees, insurers, investors,  regulatory agencies,
rating  agencies and other auditors have either not performed an audit or review
of our servicing or have  evaluated our  servicing as  satisfactory  without any
material adverse findings.

     We are subject to an annual  examination by MBIA;  however,  no examination
report has been  issued in 2002.  in  addition,  certain  rating  agencies  have
assigned a servicer  rating to the Company.  These reports have been shared with
you as they have become available.

     No events or  transactions  have  occurred  since  December 31, 2002 or are
pending that would have an effect on our compliance  with the minimum  servicing
standards at that date or for the year then ended.

     We  understand  that your  examination  was  conducted in  accordance  with
attestation  standards established by the American Institute of Certified Public
Acountants, and was, therefore, designed primarily for the purpose of expressing
an opinion on whether our  assertion is fairly  stated in all material  respects
based on criteria  established by the Mortgage Bankers Association and that your
procedures were limited to those that you considered necessary for that purpose.

Very truly yours,

/s/  Thomas D. Basmajian
--------------------------
Thomas D. Basmajian
Chief Executive Officer

/s/ Anthony O'Boyle Beirne
---------------------------
Anthony O'Boyle Beirne
Chief Financial Officer

/s/ Barbara K. Wing
---------------------------
Barbara K. Wing
Senior Vice President and Controller


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