Wachovia Securities


INVESTOR No.:  6702
WACHOVIA CORP (CORP TRUST)
401 S. TRYON ST
CHARLOTTE, NC  28202


                              OFFICER'S CERTIFICATE

         Reference is hereby made to that certain Agreements between First Union
National Bank (the "Company") and your institution. These Agreements are defined
on the attached listing (Exhibit A). Capitalized terms used herein not otherwise
defined shall have the meanings assigned in the Agreements.

         Pursuant to related terms of these Agreements I, Joseph M. Devine, Vice
President of the Company, do hereby certify that:

         1.       The Company has fully complied with the provisions of the
                  Agreement(s) during the period from January 1, 2002 through
                  December 31, 2002;

         2.       A review of the activities of the Company during the period
                  from January 1, 2002 through December 31, 2002 and of
                  performance under these Agreements during such period has been
                  made under my supervision; and

         3.       To the best of my knowledge, based on such review, the Company
                  has fulfilled all its obligations under these Agreements
                  throughout the period from January 1, 2002 through December
                  31, 2002.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 25th
day of March, 2003.


         /s/ Joseph M. Devine
         Joseph M. Devine
         Vice President
         Wachovia Bank, N.A. (fka First Union National Bank)


              8739 Research Dr., URP-4 o Charlotte, NC o 28288-0828
                     Phone: 704-593-7630 o Fax: 704-593-7738







Exhibit A

SALE NUMBER                  UPB at 12/26/02

1                           $  475,693,816.09
2                           $1,147,687,165.71
3                           $   35,535,682.33
                            -----------------
Grant Total                 $1,658,916,664.13