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 February 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  333-82146-01

                    STRUCTURED ASSET SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                             74-2440850
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)


745 Seventh Avenue
New York, NY                                              10019
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code : (212) 526-7000

                     Structured Asset Securities Corporation
               Mortgage Pass-Through Certificates Series 2002-4H
            (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 1 OF 1

Structured Asset Securities Corporation
Mortgage Pass-Through Certificates Series 2002-4H
--------------------------------------------------------


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 herto.


(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 26, 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>



Structured Asset Securities Corporation
Mortgage Pass-Through Certificates Series 2002-4H
-----------------------------------------------------------------------------

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.




Date:  May 15, 2003                By:  Aurora Loan Services Inc.,
                                        as Master Servicer

                                       /s/ E. Todd Whittemore
                                        --------------------------------------
                                  Name: E. Todd Whittemore
                                 Title: Executive Vice President


                                      -4-
<PAGE>

                                  Certification
                     Structured Asset Securities Corporation
                Mortgage Pass-Through Certificates Series 2002-4H

     I, E. Todd  Whittemore,  Executive  Vice  President of Aurora Loan Services
Inc., certify that:

     1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K  containing  distribution  or servicing  reports filed in respect of periods
included  in the  year  covered  by this  annual  report,  of  Structured  Asset
Securities Corporation, Mortgage Pass-Through Certificates Series 2002-4H;

     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:  JPMorgan Chase Bank, as
Trustee; Bank of America,  N.A., as Servicer;  Cendant Mortgage Corporation,  as
Servicer;  Countrywide Home Loans, Inc., as Servicer; GMAC Mortgage Corporation,
as Servicer; Washington Mutual Bank, F.A., as Servicer; Suntrust Mortgage, Inc.,
as Servicer;  Waterfield  Mortgage Company,  Inc., as Servicer;  and Wells Fargo
Home Mortgage, Inc., as Servicer.


Date: May 15, 2003

/s/ E. Todd Whittemore
------------------------
Executive Vice President
Aurora Loan Services Inc.

                                      -5-

<PAGE>



                         EXHIBIT INDEX


Exhibit   Description

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

        a) Cendant Mortgage Corporation, as Servicer
        b) Countrywide Home Loans, Inc., as Servicer
        c) GMAC Mortgage Corporation, as Servicer
        d) Washington Mutual Bank, F.A., as Servicer
        e) Suntrust Mortgage, Inc., as Servicer
        f) Waterfield Mortgage Company, Inc., as Servicer


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

        a) Cendant Mortgage Corporation, as Servicer
        b) Countrywide Home Loans, Inc., as Servicer
        c) GMAC Mortgage Corporation, as Servicer
        d) Washington Mutual Bank, F.A., as Servicer
        e) Suntrust Mortgage, Inc., as Servicer
        f) Waterfield Mortgage Company, Inc., as Servicer


                                      -6-
<PAGE>
                                  EXHIBIT 99.1
      Annual Independent Accountant's Servicing Report for the year ended
                                December 31, 2002


                                      -7-
<page>

Deloitte & Touche LLP
750 College Road East
Third Floor
Princeton, New Jersey 08540
Tel (609) 514-3600
Fax ((609) 514-3603
www.deloitte.com


INDEPENDENT ACCOUNTANTS' REPORT


To Cendant Mortgage Corporation:

     We  have   examined   management's   assertion   about   Cendant   Mortgage
Corporation's  compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage  Bankers (USAP) as of and for the year ended December 31, 2002 included
in the accompanying management assertion.  Management is responsible for Cendant
Mortgage  Corporation's  compliance with those minimum servicing standards.  Our
responsibility  is to express an opinion  on  management's  assertion  about the
entity's compliance based on our examination.

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

     In our opinion,  management's  assertion that Cendant Mortgage  Corporation
complied with the aforementioned  minimum servicing  standards as of and for the
year ended December 31, 2002 is fairly stated, in all material respects.


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

February 21, 2003

                                      -8-
<page>

Grant Thornton
Suite 300
1000 Wilshire Blvd
Los Angeles, CA  90017-2464

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

Board of Directors
Countrywide Credit Industries Inc.

     We  have  examined  management's   assertion  about  Countrywide  Financial
Corporation  (formerly  Countrywide Credit  Industries,  Inc.) and Subsidiaries'
(including its wholly-owned  subsidiary,  Countrywide Home Loans,  Inc. ("CHL"),
and Countrywide  Home Loans Servicing,  L.P., a wholly-owned  subsidiary of CHL)
("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
entity's compliance based on our examination.

     Our examination  was made in accordance  with standards  established by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about 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  Countrywide   Financial
Corporation and Subsidiaries (including its wholly-owned subsidiary, Countrywide
Home Loans,  Inc., and Countrywide  Home Loans  Servicing,  L.P., a wholly-owned
subsidiary of CHL) complied with the aforementioned  minimum servicing standards
as of and for the year  ended  December  31,  2002 is fairly  stated,  except as
disclosed in the attached Schedule of Findings.

Grant Thornton LLP
Los Angeles, California
February 28, 2003

                                      -9-

<page>

                       Countrywide Financial Corporation
                              SCHEDULE OF FINDINGS
                               December 31, 2002

Statement of Condition:

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

Criteria:

     The Uniform Single  Attestation  Program for Mortgage  Bankers,  Section V,
Item 4, requires that interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the applicable state laws.

Effect:

     The Company was not properly  paying,  or  crediting,  the  mortgators  for
interest on payoffs during the year ended 2002.

Recommendation:

     The Company  shall  identify all  borrowers who are affected and refund the
interest  immediately.  The Company should also remedy the programming  error so
that the system will properly  identify  when the  mortgagor  should be paid, or
credited, for the interest on payoffs.

Corrective Action Plan:

     The Company  investigated this matter and identified the programming error.
The  programming  error was  corrected  as of  February  10,  2003.  The Company
identified all mortgagors  affected and will send a refund to each customer that
would have received a refund at payoff had the error not  occurred.  The Company
expects  payment to the  mortgagors  to occur by April 30, 2003.  The  Company's
Legal  Department  is also  revalidating  the  interest on escrow  rules for all
states.  The Company's  Inernal Audit  Department will be performing  testing in
this area to ensure proper interest creidt to mortgagors where applicable.




                                      -10-
<page>

PricewaterhouseCoopers, LLP
160 Federal Street
Boston, MA  02110
Telephone:  (617) 428-6400
Facsimile:  (617) 439-7393


REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholder
of GMAC Mortgage Corporation:


     We have examined management's assertion about GMAC Mortgage Corporation and
its  subsidiaries'  the  ("Company"),  compliance  with  the  minimum  servicing
standards  ("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  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 7, 2003

                                      -11-

<page>

Deloitte & Touche LLP
700 FIFTH AVENUE
Seattle, Washington

www.deloitte.com


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  (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 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

                                  -12-
<page>


PricewaterhouseCoopers, LLP
1751 Pinnacle Drive
McLean VA 22102-3811



                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholder
of SunTrust Mortgage, Inc. and Subsidiaries:


     We have examined management's  assertion about SunTrust Mortgage,  Inc. and
its Subsidiaries (the "Company") compliance with the minimum servicing standards
identified  in the Mortgage  Bankers  Association  of America's  Uniform  Single
Attestation  Program for Mortgage  Bankers ("USAP") as of and for the year ended
December 31, 2002 included in the accompanying management assertion (see Exhibit
1).  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  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 minimum
servicing 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


February 24, 2003


                                      -13-
<page>

Ernst  & Young LLP
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
Waterfield Mortgage Company, Incorporated


     We have  examined  management's  assertion,  included  in the  accompanying
report  titled  Report  of  Management,   that  Waterfield   Mortgage   Company,
Incorporated and Subsidiaries  (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 the Company complied with the
aforementioned  requirements  for the year ended  December 31,  2002,  is fairly
stated, in all material respects.

     This report is intended  solely for the information and use of the board of
directors,  management, Federal Home Loan Mortgage Corporation, Federal National
Mortgage  Association,   Government  National  Mortgage  Association,   and  the
Company's  private investors and is not intended to be and should not be used by
anyone other than these specified parties.


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

February 24, 2003


                                      -14-
<page>


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

                                      -15-



<page>


Cendant Mortgage
300 Leaderhall Road
Mount Laurel, NJ  08054



     As  of  and  for  the  year  ended  December  31,  2002,  Cendant  Mortgage
Corporation (the Company) has complied in all material respects with the minimum
servicing  standards set forth in the Mortgage Bankers  Association of America's
Uniform Single Attestation Program for Mortgage Bankers. As of and for this same
period,  the  Company  had in effect a fidelity  bond and errors and  ommissions
policy in the amounts of $120 million and $20 million, respectively.


Cendant Mortgage Corporation


By:   /s/ Terence W. Edwards
-----------------------------
Terence W. Edwards
President and Chief Executive Officer


By:   /s/ Mark Danahy
-----------------------------
Mark Danahy
Senior Vice President and Chief Financial Officer



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


                                      -16-

<page>

Countrywide
4500 Park Granada
Calabasas, California  91302
(818) 225-3508

February 28, 2003

Grant Thornton LLP
1000 Wilshire Boulevard, Suite 300
Los Angeles, CA  90017

Gentlemen:

     As of and for the year  ended  December  31,  2002,  Countrywide  Financial
Corporation  (formerly  Countrywide  Credit  Industries,  Inc.) and Subsidiaries
(which  includes its  wholly-owned  subsidiary,  Countrywide  Home Loans,  Inc.)
("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly ownded subsididary
of CHL) ("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,  except as disclosed in the
attached Schedule of Findings to the report. As of and for this same period, the
Company  had in effect a  fidelity  bond and errors ad  omissions  policy in the
amount of $215 million and $240 million, respectively.

     The Company  investigated  the matter noted in the Schedule of Findings and
identified  a  programming  error.  The  programming  error was  corrected as of
February 10, 2003. The Company identified all mortgagors  affected and will send
a refund to each  customer  that would have  received a refund at payoff had the
error not occurred.  The Company  expects  payment to the mortgagors to occur by
April 30, 2003. The Company's Legal Department is also revalidating the interest
on escrow rules for all states.  The Company's Internal Audit Department will be
performing  testing in this area to ensure proper  interest credit to mortgagors
where applicable.

/s/ Thomas K. McLaughlin
------------------------------
Senior Managing Director and
Chief Financial Officer


                                      -17-


<page>
                                                                Exhibit 1
GMAC Mortgage
4 Walnut Grove Dr
Worsham, PA  19044


                   Management's Assertion Regarding Compliance
                        With Minimum Servicing Standards

March 7, 2003


     As of and for the year ended December 31, 2002,  GMAC Mortgage  Corporation
and its subsidiaries (the "Company") have complied in all material respects with
the minimum  servicing  standards  (the  "Standards")  set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers except as follows:  Section V - Mortgagor Loan Accounting  requires that
interest  on  escrow  accounts  shall  be  paid or  credited  to  mortgagors  in
accordance  with the  applicable  state laws.  The Company failed to utilize the
appropriate  interest rate on escrow  accounts  required by the statte or Oregon
during the year.

     As of and for this same period,  the Company had in effect a fidelity  bond
and  errors  and  ommissions   policy  in  the  amounts  of   $400,000,000   and
$400,000,000, respectively.


/s/ David Applegate
------------------------------
David Applegate
Chief Executive Officer
GMAC Residential Holding Corp

/s/ Ralph Hall
------------------------------
Ralph Hall
Chief Operating Officer
GMAC Residential Holding Corp


                                      -18-

<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


                                      -19-

<page>




                                                                Exhibit I
SunTrust Mortgage, Inc.
901 Semmus Avenue
Richmond, VA  23224



                   Management's Assertion Regarding Compliance
                      With USAP Minimum Servicing Standards


February 24, 2003

     As of and for the year ended December 31, 2002, SunTrust Mortgage, Inc. and
its subsidiaries  (the "Company"),  have complied in all material  respects with
the minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation  Program for Mortgage Bankers ("USAP") (see
Exhibit II).

     As of and for this same period, the Company had in effect a SunTrust Banks,
Inc.  fidelity  bond and errors  and  ommissions  policy in the  amount of $125
million and a SunTrust Banks,  Inc.  mortgage errors and omissions policy in the
amount of $45 million.


/s/ Robert S. Reynolds
--------------------------
Robert S. Reynolds
Executive Vice President & Chief Administrative Officer


/s/ Julie W. Andrews
--------------------------
Julie W. Andrews
Senior Vice President, Treasurer & Chief Financial Officer

/s/ Kathryn Pedon
-------------------------
Kathryn Pedon
Senior Vice President, Manager, Loan Administration Division

                                      -20-

<page>
                                                                Exhibit II


                        USAP MINIMUM SERVICING STANDARDS

I. CUSTODIAL BANK ACCOUNTS

     1.  Reconciliations  shall be prepared on a monthly basis for all custodial
bank accounts and related bank clearing accounts. These reconciliations shall:

    .  be mathematically accurate;
    .  be prepared within forty-five (45) calendar days after the cutoff date;
    .  be reviewed and approved by someone other than the person who prepared
       the reconciliation; and
    .  document explanations for reconciling items.  These reconciling items
       shall be resolved within ninety (90) calendar days of their original
       identification.

     2. Funds of the servicing  entity shall be advanced in cases where there is
an overdraft in an investor's or a mortgagor's account.

     3. Each  custodial  account  shall be  maintained  at a  federally  insured
depository institution in trust for the applicable investor.

     4.  Escrow  funds held in trust for a  mortgagor  shall be  returned to the
mortgator with thirty (30) calendar days of payoff of the mortgage loan.


II.  MORTGAGE PAYMENTS

     1. Mortgage  payments  shall be deposited  into the custodial bank accounts
and related bank clearing accounts within two business days of receipt.

     2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable  mortgagor records within two business days of
receipt.

     3. Mortgage payments shall be allocated to principal,  interest, insurance,
taxes or other escrow items in accordance with the mortgator's loan documents.

     4.  Mortgage  payments  identified  as loan  payoffs  shall be allocated in
accordance with the mortgator's loan documents.


III. DISBURSEMENTS

     1.  Disbursements  made via wire  transfer  on  behalf  of a  mortgagor  or
investor shall be made only by authorized personnel.

     2.  Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's  records maintained by
the servicing entity.

     3. Tax and  insurance  payments  shall be made on or before the  penalty or
insurance  policy  expiration  dates,  as indicated  on tax bills and  insurance
premium notices,  respectively,  provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to these dates.

     4. Any late payment  penalties paid in conjunction  with the payment of any
tax bill or insurance  premium notice shall be paid from the servicing  entity's
funds and not charged to the  mortgagor,  unless the late payment was due to the
mortgagor's error or omission.

     5. Amounts remitted to investors per the servicer's  investor reports shall
agree  with  cancelled  checks,  or other form of  payment,  or  custodial  bank
statements.

     6.  Unissued  checks  shall be  safeguarded  so as to prevent  unauthorized
access.

IV.  INVESTOR ACCOUNTING AND REPORTING

     1. The servicing  entity's  investor reports shall agree with, or reconcile
to,  investor's  records  on a monthly  basis as to the total  unpaid  principal
balance and number of loans serviced by the servicing entity.

V.   MORTGAGOR LOAN ACCOUNTING

     1. The  servicing  entity's  mortgage  loan  records  shall agree with,  or
reconcile  to, the records of  mortgagors  with respect to the unpaid  principal
balance on a monthly basis.

     2.  Adjustments on ARM loans shall be computed base on the related mortgage
note and any ARM rider.

     3. Escrow  accounts shall be analyzed,  in accordance  with the mortgagor's
loan documents, on at least an annual basis.

     4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.

VI.     DELINQUENCIES

     1. Records  documenting  collection  efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly.  Such records
shall describe the entity's activities in monitoring delinquent loans including,
for example,  phone calls,  letters and mortgage payment  rescheduling  plans in
cases where the delinquency is deemed temporary (e.g., illness or unemployment).

VII.    INSURANCE POLICIES

     1. A fidelity  bond and errors and  omissions  policy shall be in effect on
the servicing  entity  throughout the reporting period in the amount of coverage
represented to investors in management's assertion.

                                      -21-

<page>

        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 Waterfield  Mortgage Company,  Incorporated
and  Subsidiaries  (the Company) are  responsible for complying with the minimum
servicing  standards  as  set  forth  in the  Mortgage  Bankers  Association  of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are
also  responsible for establishing  and maintaining  effective  internal control
over  compliance  with these  standards.  We have performed an evaluation of the
Company's  compliance with the minimum  servicing  standards as set forth in the
USAP as of  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 this same period,  the Company had in effect a fidelity  bond
in the amount of $15,000,000  and a mortgage  errors and omissins  policy in the
amount of $15,500,000.


/s/ Donald A. Sherman
---------------------------
Donald A. Sherman
Chairman and Chief Executive Officer

/s/ Vincent J. Otto
---------------------------
Vincent J. Otto
Executive Vice President and
Chief Financial Officer


February 14, 2003

                                      -22-