RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.STANDARD TERMS OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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RFMSI Series 2004-S9 Trus | U.S. BANK NATIONAL ASSOCIATION | RESIDENTIAL FUNDING CORPORATION | RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

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Title: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/14/2005

RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,

Company,

RESIDENTIAL FUNDING CORPORATION,

Master Servicer,

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

SERIES SUPPLEMENT,

DATED AS OF DECEMBER 1, 2004,

STANDARD TERMS OF

POOLING AND SERVICING AGREEMENT

DATED AS OF DECEMBER 1, 2004

Mortgage Pass-Through Certificates

Series 2004-S9

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TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

Section 1.01 Definitions...............................................................8

Section 1.02 Use of Words and Phrases.................................................32

Section 1.03 Determination of LIBOR...................................................32

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.............................................34

Section 2.02 Acceptance by Trustee....................................................34

Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company. 34

Section 2.04 Representations and Warranties of Sellers................................37

Section 2.05 Execution and Authentication of Certificates.............................39

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

(SEE ARTICLE III OF THE STANDARD TERMS)

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01 Certificate Account......................................................41

Section 4.02 Distributions............................................................41

Section 4.03 Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting 51

Section 4.04 Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer.

(See Section 4.04 of the Standard Terms).................................51

Section 4.05 Allocation of Realized Losses............................................51

Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property............54

Section 4.07 Optional Purchase of Defaulted Mortgage Loans............................54

ARTICLE V

THE CERTIFICATES

(SEE ARTICLE V OF THE STANDARD TERMS)

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER

(SEE ARTICLE VI OF THE STANDARD TERMS)

ARTICLE VII

DEFAULT

(SEE ARTICLE VII OF THE STANDARD TERMS)

ARTICLE VIII

CONCERNING THE TRUSTEE

(SEE ARTICLE VIII OF THE STANDARD TERMS)

ARTICLE IX

TERMINATION

Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by

the Master Servicer or Liquidation of All Mortgage

Loans....................................................................59

Section 9.02 Additional Termination Requirements......................................60

Section 9.03 Termination of Multiple REMICs...........................................60

ARTICLE X

REMIC PROVISIONS

Section 10.01 REMIC Administration.....................................................61

Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.........61

Section 10.03 Designation of REMIC(s)..................................................61

Section 10.04 Distributions on the Uncertificated Regular Interests....................62

Section 10.05 Distributions on the Uncertificated Class A-V REMIC Regular Interests....63

Section 10.06 Compliance with Withholding Requirements.................................64

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment................................................................65

Section 11.02 Recordation of Agreement.................................................65

Section 11.03 Limitation on Rights of Certificateholders...............................65

Section 11.04 Governing Laws...........................................................65

Section 11.05 Notices..................................................................65

Section 11.06 Required Notices to Rating Agency and Subservicer........................66

Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)....66

Section 11.08 Supplemental Provisions for Resecuritization ............................66

Section 11.09 Allocation of Voting Rights..............................................66

EXHIBITS

Exhibit One: Mortgage Loan Schedule for Loan Group I

Exhibit Two: Mortgage Loan Schedule for Loan Group II

Exhibit Three: Schedule of Discount Fractions

Exhibit Four: Information to be Included in

Monthly Distribution Date Statement

Exhibit Five: Standard Terms of Pooling and Servicing

Agreement dated as of December 1, 2004

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This is a Series Supplement, dated as of December 1, 2004 (the "Series

Supplement"), to the Terms of Pooling and Servicing Agreement, dated as of

December 1, 2004 and attached as Exhibit Five hereto (the "Standard Terms" and,

together with this Series Supplement, the "Pooling and Servicing Agreement" or

"Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the

company (together with its permitted successors and assigns, the "Company"),

RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted

successors and assigns, the "Master Servicer"), and U.S. BANK NATIONAL

ASSOCIATION, as Trustee (together with its permitted successors and assigns, the

"Trustee").

PRELIMINARY STATEMENT

The Company intends to sell Mortgage Pass-Through Certificates

(collectively, the "Certificates"), to be issued hereunder in multiple classes,

which in the aggregate will evidence the entire beneficial ownership interest in

the Trust Fund. As provided herein, the REMIC Administrator will make an

election to treat the entire segregated pool of assets described in the

definition of REMIC I (as defined herein), and subject to this Agreement

(including the Group I Loans but excluding the Initial Monthly Payment Fund), as

a real estate mortgage investment conduit (a "REMIC") for federal income tax

purposes and such segregated pool of assets will be designated as "REMIC I." The

REMIC I Regular Interests will be "regular interests" in REMIC I and the Class

R-I Certificates will be the sole class of "residual interests" in REMIC I for

purposes of the REMIC Provisions (as defined herein). As provided herein, the

REMIC Administrator will make an election to treat the entire segregated pool of

assets described in the definition of REMIC II (as defined herein), and subject

to this Agreement (including the Group II Loans but excluding the Initial

Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC")

for federal income tax purposes and such segregated pool of assets will be

designated as "REMIC II." The REMIC II Regular Interests will be "regular

interests" in REMIC II and the Class R-II Certificates will be the sole class of

"residual interests" in REMIC II for purposes of the REMIC Provisions). A

segregated pool of assets consisting of the REMIC I Regular Interests and the

REMIC II Regular Interests will be designated as "REMIC III" and the REMIC

Administrator will make a separate REMIC election with respect thereto. The

REMIC III Regular Interests will be "regular interests" in REMIC III and the

Class R-III Certificates will be the sole class of "residual interests" in REMIC

III for purposes of the REMIC Provisions. A segregated pool of assets consisting

of the Uncertificated REMIC III Regular Interests will be designated as "REMIC

IV" and the REMIC Administrator will make a separate REMIC election with respect

thereto. The Class I-A-1 Certificates, Class I-A-2 Certificates, Class I-A-3

Certificates, Class I-A-4 Certificates, Class I-A-5 Certificates, Class I-A-6

Certificates, Class I-A-7 Certificates, Class I-A-8 Certificates, Class I-A-9

Certificates, Class I-A-10 Certificates, Class I-A-11 Certificates, Class I-A-12

Certificates, Class I-A-13 Certificates, Class I-A-14 Certificates, Class I-A-15

Certificates, Class I-A-16 Certificates, Class I-A-17 Certificates, Class I-A-18

Certificates, Class I-A-19 Certificates, Class I-A-20 Certificates, Class I-A-21

Certificates, Class I-A-22 Certificates, Class I-A-23 Certificates, Class I-A-24

Certificates, Class I-A-25 Certificates, Class I-A-26 Certificates, Class I-A-27

Certificates, Class I-A-P Certificates, Class II-A-1 Certificates, Class II-A-P

Certificates, Class I-M-1 Certificates, Class I-M-2 Certificates, Class I-M-3

Certificates, Class II-M-1 Certificates, Class II-M-2 Certificates, Class II-M-3

Certificates, Class I-B-1 Certificates, Class I-B-2 Certificates, Class I-B-3

Certificates, Class II-B-1 Certificates, Class II-B-2 Certificates, Class II-B-3

<PAGE>

Certificates and the Uncertificated Class A-V REMIC Regular Interests will be

"regular interests" in REMIC IV and the Class R-IV Certificates will be the sole

class of "residual interests" therein for purposes of the REMIC Provisions. The

Class I-A-V and Class II-A-V Certificates or any Subclass thereof issued

pursuant to Section 5.01(c) will represent the entire beneficial ownership

interest in the Uncertificated Class A-V REMIC Regular Interests represented by

such Class or Subclass as of the day immediately preceding such Distribution

Date (or, with respect to the initial Distribution Date, at the close of

business on the Cut-off Date).

The terms and provisions of the Standard Terms are hereby incorporated

by reference herein as though set forth in full herein. If any term or provision

contained herein shall conflict with or be inconsistent with any provision

contained in the Standard Terms, the terms and provisions of this Series

Supplement shall govern. Any cross-reference to a section of the Pooling and

Servicing Agreement, to the extent the terms of the Standard Terms and Series

Supplement conflict with respect to that section, shall be a cross-reference to

the related section of the Series Supplement. All capitalized terms not

otherwise defined herein shall have the meanings set forth in the Standard

Terms. The Pooling and Servicing Agreement shall be dated as of the date of the

Series Supplement.

The following table irrevocably sets forth the designation, the

Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal

Balance, and solely for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I

Regular Interests. None of the REMIC I Regular Interests will be certificated.

<TABLE>

Uncertificated

REMIC I Initial Uncertificated

Pass-Through ---------------------- Latest

Designation Rate Principal Balance Possible Maturity(1)

REMIC I Regular Interest A 5.50% $ 514,485,801.23 December 25, 2034

REMIC I Regular Interest

I-A-P 0.00% $ 4,367,860.36 December 25, 2034

REMIC I I-A-V Regular

Interests (2) $ (3) December 25, 2034

___________________

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date immediately following the maturity date for the

Group I Loan with the latest maturity date has been designated as the

"latest possible maturity date" for each REMIC I Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC I

Pass-Through Rate" herein.

(3) The REMIC I I-A-V Regular Interests have no Uncertificated Principal

Balance.

The following table irrevocably sets forth the designation, the

Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated Principal

Balance, and solely for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC

II Regular Interests. None of the REMIC II Regular Interests will be

certificated.

Uncertificated

REMIC II Initial Uncertificated

Pass-Through ---------------------- Latest

Designation Rate Principal Balance Possible Maturity(1)

REMIC II Regular Interest B 4.75% $126,771,879.08 December 25, 2019

REMIC II Regular Interest

II-A-P 0.00% $ 228,090.48 December 25, 2019

REMIC II II-A-V Regular

Interests (2) $ (3) December 25, 2019

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___________________

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date immediately following the maturity date for the

Group II Loan with the latest maturity date has been designated as the

"latest possible maturity date" for each REMIC II Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC II

Pass-Through Rate" herein.

(3) The REMIC II II-A-V Regular Interests have no Uncertificated Principal

Balance.

The following table irrevocably sets forth the designation, the

Uncertificated REMIC III Pass-Through Rate, the initial Uncertificated Principal

Balance, and solely for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC

III Regular Interests. None of the REMIC III Regular Interests will be

certificated.

<TABLE>

Uncertificated Initial

REMIC III Uncertificated

Pass-Through --------------------- Latest

Designation Rate Principal Balance Possible Maturity(1)

REMIC III Regular

Interest I-A-1 5.00% $ 142,800,000.00 December 25, 2034

REMIC III Regular

Interest I-A-3 7.50% $ 35,700,000.00 December 25, 2034

REMIC III Regular

Interest I-A-4 5.25% $ 45,003,000.00 December 25, 2034

REMIC III Regular

Interest I-A-5 5.75% $ 45,003,000.00 December 25, 2034

REMIC III Regular

Interest I-A-6 5.50% $ 90,008,000.00 December 25, 2034

REMIC III Regular

Interest I-A-7 5.50% $ 21,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-8 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-9 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-10 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-11 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-12 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-13 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-14 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-15 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-16 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-17 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-18 5.50% $ 1,500,000.00 December 25, 2034

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REMIC III Regular

Interest I-A-19 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-20 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-21 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-22 5.50% $ 1,500,000.00 December 25, 2034

REMIC III Regular

Interest I-A-23 5.50% $ 31,000,000.00 December 25, 2034

REMIC III Regular

Interest I-A-24 5.50% $ 15,000,000.00 December 25, 2034

REMIC III Regular

Interest I-A-25 5.50% $ 32,000,000.00 December 25, 2034

REMIC III Regular

Interest I-A-26 5.50% $ 1,000,000.00 December 25, 2034

REMIC III Regular

Interest I-A-27 5.50% $ 20,000,000.00 December 25, 2034

REMIC III Regular

Interest II-A-1 4.75% $ 124,930,000.00 December 25, 2019

REMIC III Regular

Interest I-A-P 0.00% $ 4,367,860.36 December 25, 2034

REMIC III I-A-V Regular

Interests Variable (2) $ (4) December 25, 2034

REMIC III Regular

Interest II-A-P 0.00% $ 228,090.48 December 25, 2019

REMIC III II-A-V Regular

Interests Variable (3) $ (4) December 25, 2019

REMIC III Regular

Interest R-IV 5.50% $ 100.00 December 25, 2034

REMIC III Regular

Interest I-M-1 5.50% $ 6,226,400.00 December 25, 2034

REMIC III Regular

Interest I-M-2 5.50% $ 2,594,300.00 December 25, 2034

REMIC III Regular

Interest I-M-3 5.50% $ 1,556,600.00 December 25, 2034

REMIC III Regular

Interest II-M-1 4.75% $ 1,016,300.00 December 25, 2019

REMIC III Regular

Interest II-M-2 4.75% $ 254,000.00 December 25, 2019

REMIC III Regular

Interest II-M-3 4.75% $ 190,500.00 December 25, 2019

REMIC III Regular

Interest I-B-1 5.50% $ 1,037,700.00 December 25, 2034

REMIC III Regular

Interest I-B-2 5.50% $ 1,037,700.00 December 25, 2034

REMIC III Regular

Interest I-B-3 5.50% $ 518,901.23 December 25, 2034

REMIC III Regular

Interest II-B-1 4.75% $ 127,000.00 December 25, 2019

REMIC III Regular

Interest II-B-2 4.75% $ 127,000.00 December 25, 2019

REMIC III Regular

Interest II-B-3 4.75% $ 127,079.08 December 25, 2019

</TABLE>

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___________________

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date immediately following the maturity date for the

related Mortgage Loan with the latest maturity date has been designated

as the "latest possible maturity date" for each REMIC III Regular

Interest.

(2) Each REMIC III I-A-V Regular Interest is entitled to 100% of the

interest paid on the related REMIC I I-A-V Regular Interest.

(3) Each REMIC III II-A-V Regular Interest is entitled to 100% of the

interest paid on the related REMIC II II-A-V Regular Interest.

(4) The REMIC III I-A-V Regular Interests and the REMIC III II-A-V Regular

Interests have no Uncertificated Principal Balance.

The following table sets forth the designation, type, Pass-Through Rate,

aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings

and certain features for each Class of Certificates comprising the interests in

the Trust Fund created hereunder.

<TABLE>

AGGREGATE

INITIAL

CERTIFICATE MATURITY S&P/FITCH/

PASS-THROUGH PRINCIPAL ---------------- -------------- MINIMUM

DESIGNATION RATE BALANCE FEATURES(1) DATE MOODY'S DENOMINATIONS(2)

Class I-A-1 5.00% $142,800,000.00 Senior/Fixed Rate December 25, 2034 AAA/AAA/NA $25,000

Class I-A-2 Adjustable $ 0.00 Senior/Inverse December 25, 2034 AAA/AAA/NA $2,000,000

Rate Floater/Interest

Only/ Adjustable Rate

Class I-A-3 Adjustable $35,700,000.00Senior/Floater/AdjustaDecember 25, 2034 AAA/AAA/NA $25,000

Rate Rate

Class I-A-4 5.25% $45,003,000.00 Senior/Fixed Rate December 25, 2034 AAA/AAA/NA $25,000

Class I-A-5 5.75% $45,003,000.00 Senior/Fixed Rate December 25, 2034 AAA/AAA/NA $25,000

Class I-A-6 5.50% $90,008,000.00 Senior/Fixed Rate December 25, 2034 AAA/AAA/NA $25,000

Class I-A-7 5.50% $21,500,000.00 Senior/Fixed Rate December 25, 2034 AAA/AAA/NA $25,000

Class I-A-8 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-9 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-10 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-11 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25 2034 AAA/AAA/NA $1,000

Rate

Class I-A-12 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-13 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-14 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-15 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-16 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-17 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-18 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-19 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-20 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-21 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-22 5.50% $ 1,500,000.00 Senior/Retail/Fixed December 25, 2034 AAA/AAA/NA $1,000

Rate

Class I-A-23 5.50% $31,000,000.00 Senior/Fixed Rate December 25, 2034 AAA/AAA/NA $25,000

<PAGE>

Class I-A-24 5.50% $15,000,000.00Senior/Lockout/Fixed December 25, 2034 AAA/AAA/NA $25,000

Rate

Class I-A-25 5.50% $32,000,000.00 Super December 25, 2034 AAA/AAA/NA $25,000

Senior/Lockout/Fixed

Rate

Class I-A-26 5.50% $ 1,000,000.00 Senior December 25, 2034 AAA/AAA/NA $25,000

Support/Lockout/Fixed

Rate

Class I-A-27 5.50% $20,000,000.00 Senior/Fixed Rate December 25, 2034 AAA/AAA/NA $25,000

Class II-A-1 4.75% $124,930,000.00 Senior/Fixed Rate December 25, 2019 NA/AAA/Aaa $25,000

Class I-A-P 0.00% $ 4,367,860.36Senior/Principal Only December 25, 2034 AAA/AAA/NA $25,000

Class I-A-V Variable Rate $ 0.00 Senior/Interest December 25, 2034 AAA/AAA/NA $2,000,000

Only/Variable Rate

Class II-A-P 0.00% $ 228,090.4Senior/Principal Only December 25, 2019 NA/AAA/Aaa $25,000

Class II-A-V Variable Rate $ $0.00 Senior/Interest December 25, 2019 NA/AAA/Aaa $2,000,000

Only/Variable Rate

Class R-I 5.50% $ 100.0Senior/Residual/Fixed December 25, 2034 AAA/AAA/NA 20%

Rate

Class R-II 4.75% $ 100.0Senior/Residual/Fixed December 25, 2019 NA/AAA/Aaa 20%

Rate

Class R-III 5.50% $ 100.0Senior/Residual/Fixed December 25, 2034 AAA/AAA/NA 20%

Rate

Class R-IV 5.50% $ 100.0Senior/Residual/Fixed December 25, 2034 AAA/AAA/NA 20%

Rate

Class I-M-1 5.50% $ 6,226,400.00Mezzanine/Fixed Rate December 25, 2034 AA/NA/NA $25,000

Class I-M-2 5.50% $ 2,594,300.00Mezzanine/Fixed Rate December 25, 2034 A/NA/NA $250,000

Class I-M-3 5.50% $ 1,556,600.00Mezzanine/Fixed Rate December 25, 2034 BBB/NA/NA $250,000

Class II-M-1 4.75% $ 1,016,300.00Mezzanine/Fixed Rate December 25, 2019 NA/AA/NA $25,000

Class II-M-2 4.75% $ 254,000.00Mezzanine/Fixed Rate December 25, 2019 NA/A/NA $250,000

Class II-M-3 4.75% $ 190,500.00Mezzanine/Fixed Rate December 25, 2019 NA/BBB/NA $190,500

Class I-B-1 5.50% $ 1,037,700.00 Subordinate/Fixed December 25, 2034 BB/NA/NA $250,000

Rate

Class I-B-2 5.50% $ 1,037,700.00 Subordinate/Fixed December 25, 2034 B/NA/NA $250,000

Rate

Class I-B-3 5.50% $ 518,901.23 Subordinate/Fixed December 25, 2034 NA/NA/NA $250,000

Rate

Class II-B-1 4.75% $ 127,000.00 Subordinate/Fixed December 25, 2019 NA/BB/NA $127,000

Rate

Class II-B-2 4.75% $ 127,000.00 Subordinate/Fixed December 25, 2019 NA/B/NA $127,000

Rate

Class II-B-3 4.75% $ 127,079.08 Subordinate/Fixed December 25, 2019 NA/NA/NA $127,079

Rate

</TABLE>

______________________

1 The Class I-A-1, Class I-A-2 , Class I-A-3, Class I-A-4, Class I-A-5, Class

I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class

I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17,

Class I-A-18, Class I-A-19, Class I-A-20, Class I-A-21, Class I-A-22, Class

I-A-23, Class I-A-24, Class I-A-25, Class I-A-26, Class I-A-27, Class II-A-1,

Class I-A-P, Class I-A-V, Class II-A-P, Class II-A-V and Class M Certificates

shall be Book-Entry Certificates. The Class R and Class B Certificates shall be

delivered to the holders thereof in physical form.

2 The Certificates, other than the Class A-V and Class R Certificates, shall be

issuable in minimum dollar denominations as indicated above (by Certificate

Principal Balance or Notional Amount, as applicable) and integral multiples of

$1 (or $1,000 in the case of the Class I-A-8, Class I-A-9, Class I-A-10, Class

I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16,

Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class I-A-21, Class

I-A-22, Class A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess

thereof, except that one Certificate of any of the Class A-P and Class I-B

Certificates that contains an uneven multiple of $1,000 shall be issued in a

denomination equal to the sum of the related minimum denomination set forth

above and such uneven multiple for such Class or the sum of such denomination

and an integral multiple of $1,000 and only one of each of the Class II-M-3

Certificates and Class II-B Certificates will be issued, in a denomination equal

to the entire Certificate Principal Balance of the related Class. The Class R

Certificates and Class A-V Certificates shall be issuable in minimum

denominations of not less than a 20% Percentage Interest; provided, however,

that one Class R-I, Class R-II, Class R-III and Class R-IV Certificate will be

issuable to Residential Funding as "tax matters person" pursuant to Section

10.01(c) and (e) in a minimum denomination representing a Percentage Interest of

not less than 0.01%.

<PAGE>

3 The Class I-A-2 Certificates shall be issuable in a Notional Amount of

$2,000,000.

The Mortgage Loans have an aggregate principal balance as of the Cut-off

Date of $645,853,831.15.

In consideration of the mutual agreements herein contained, the Company,

the Master Servicer and the Trustee agree as follows:

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

Whenever used in this Agreement, the following words and phrases, unless

the context otherwise requires, shall have the meanings specified in this

Article.

Accrued Certificate Interest: With respect to each Distribution Date, as

to any Class or Subclass of Certificates (other than any Principal Only

Certificates), interest accrued during the related Interest Accrual Period at

the related Pass-Through Rate on the Certificate Principal Balance or Notional

Amount thereof immediately prior to such Distribution Date. Accrued Certificate

Interest will be calculated on the basis of a 360-day year, consisting of twelve

30-day months. In each case Accrued Certificate Interest on any Class or

Subclass of Certificates will be reduced by the amount of:

(i) Prepayment Interest Shortfalls on the Mortgage Loans in the

related Loan Group (to the extent not offset by the Master

Servicer with a payment of Compensating Interest as provided in

Section 4.01),

(ii) the interest portion (adjusted to the Net Mortgage Rate (or the

Modified Net Mortgage Rate in the case of a Modified Mortgage

Loan)) of Realized Losses on the Mortgage Loans in the related

Loan Group (including Excess Special Hazard Losses, Excess Fraud

Losses, Excess Bankruptcy Losses and Extraordinary Losses) not

allocated solely to one or more specific Classes of Certificates

pursuant to Section 4.05,

(iii) the interest portion of Advances that were (A) previously made

with respect to a Mortgage Loan or REO Property on the Mortgage

Loans in the related Loan Group, which remained unreimbursed

following the Cash Liquidation or REO Disposition of such

Mortgage Loan or REO Property or (B) made with respect to

delinquencies that were ultimately determined to be Excess

Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy

Losses or Extraordinary Losses, and

(iv) any other interest shortfalls not covered by the subordination

provided by the Class M Certificates and Class B Certificates,

including interest that is not collectible from the Mortgagor

pursuant to the Relief Act,

with the related Senior Percentage of such reductions allocated among the

related Senior Certificates in proportion to the amounts of Accrued Certificate

Interest payable from the related Loan Group on such Distribution Date absent

such reductions, with the remainder of such reductions allocated among the

holders of the Class M Certificates and Class B Certificates in proportion to

their respective amounts of Accrued Certificate Interest payable on such

Distribution Date absent such reductions. In addition to that portion of the

reductions described in the preceding sentence that are allocated to any Class

<PAGE>

of Class B Certificates or any Class of Class M Certificates, Accrued

Certificate Interest on such Class of Class B Certificates or such Class of

Class M Certificates will be reduced by the interest portion (adjusted to the

Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of

Class B Certificates or such Class of Class M Certificates pursuant to Section

4.05.

Adjustable Rate Certificates: Any one of the Class I-A-2 Certificates

and Class I-A-3 Certificates.

Available Distribution Amount: As to any Distribution Date and each Loan

Group, an amount equal to (a) the sum of (i) the amount relating to the related

Mortgage Loans on deposit in the Custodial Account as of the close of business

on the immediately preceding Determination Date, including any Subsequent

Recoveries, and amounts deposited in the Custodial Account in connection with

the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any

Advance made on the immediately preceding Certificate Account Deposit Date,

(iii) any amount deposited in the Certificate Account on the related Certificate

Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv)

any amount deposited in the Certificate Account pursuant to Section 4.07 and any

amount deposited in the Custodial Account pursuant to Section 9.01, (v) any

amount that the Master Servicer is not permitted to withdraw from the Custodial

Account or the Certificate Account pursuant to Section 3.16(e) and (vi) any

Diverted Amount allocated to such Loan Group from the non-related Loan Group

pursuant to Section 4.05, reduced by (b) the sum as of the close of business on

the immediately preceding Determination Date of (x) the Amount Held for Future

Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer

from the Custodial Account in respect of the Mortgage Loans pursuant to clauses

(ii)-(x), inclusive, of Section 3.10(a) and (c) any Diverted Amount diverted to

the non-related Loan Group in accordance with Section 4.05. Such amount shall be

determined separately for each Loan Group. Additionally, if on any Distribution

Date Compensating Interest provided pursuant to Section 3.16(e) is less than

Prepayment Interest Shortfalls incurred on the related Mortgage Loans in

connection with Principal Prepayments in Full received during the related

Prepayment Period and Curtailments made in the prior calendar month, such

Compensating Interest shall be allocated on such Distribution Date to the

Available Distribution Amount for each Loan Group on a pro rata basis in

accordance with the respective amounts of such Prepayment Interest Shortfalls

incurred on the Mortgage Loans in such Loan Group in respect of such

Distribution Date.

Bankruptcy Amount: As to Loan Group I and as of any date of

determination prior to the first anniversary of the Cut-off Date, an amount

equal to the excess, if any, of (A) $111,441 over (B) the aggregate amount of

Bankruptcy Losses allocated solely to one or more specific Classes of related

Certificates in accordance with Section 4.05 of this Series Supplement plus any

Excess Bankruptcy Losses on the non-related Mortgage Loans allocated to the

related group as set forth in Section 4.05. As of any date of determination on

or after the first anniversary of the Cut-off Date, an amount equal to the

excess, if any, of

(1) the lesser of (a) the related Bankruptcy Amount calculated as of

the close of business on the Business Day immediately preceding

the most recent anniversary of the Cut-off Date coinciding with

or preceding such date of determination (or, if such date of

determination is an anniversary of the Cut-off Date, the Business

Day immediately preceding such date of determination) (for

purposes of this definition, the "Relevant Anniversary") and (b)

the greater of

<PAGE>

(A) the greater of (i) 0.0006 times the aggregate principal balance of all

the Mortgage Loans in Loan Group I as of the Relevant Anniversary (other

than Additional Collateral Loans, if any) having a Loan-to-Value Ratio

at origination which exceeds 75% and (ii) $111,411; and

(B) the greater of (i) the product of (x) an amount equal to the largest

difference in the related Monthly Payment for any Non-Primary Residence

Loan remaining in Loan Group I (other than Additional Collateral Loans,

if any) which had an original Loan-to-Value Ratio of 80% or greater that

would result if the Net Mortgage Rate thereof was equal to the weighted

average (based on the principal balance of the Mortgage Loans in Loan

Group I as of the Relevant Anniversary) of the Net Mortgage Rates of all

Mortgage Loans in Loan Group I as of the Relevant Anniversary less 1.25%

per annum, (y) a number equal to the weighted average remaining term to

maturity, in months, of all Non-Primary Residence Loans remaining in

Loan Group I as of the Relevant Anniversary, and (z) one plus the

quotient of the number of all Non-Primary Residence Loans remaining in

Loan Group I divided by the total number of Outstanding Mortgage Loans

in Loan Group I as of the Relevant Anniversary, and (ii) $50,000, over

(2) the aggregate amount of Bankruptcy Losses allocated solely to one or

more specific Classes of related Certificates in accordance with Section

4.05 since the Relevant Anniversary plus any Excess Bankruptcy Losses on

the non-related Mortgage Loans allocated to the related group as set

forth in Section 4.05.

As to Loan Group II and as of any date of determination prior to the

first anniversary of the Cut-off Date, an amount equal to the excess, if any, of

(A) $100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely

to one or more specific Classes of related Certificates in accordance with

Section 4.05 of this Series Supplement plus any Excess Bankruptcy Losses on the

non-related Mortgage Loans allocated to the related group as set forth in

Section 4.05. As of any date of determination on or after the first anniversary

of the Cut-off Date, an amount equal to the excess, if any, of

(1) the lesser of (a) the related Bankruptcy Amount calculated as of

the close of business on the Business Day immediately preceding

the most recent anniversary of the Cut-off Date coinciding with

or preceding such date of determination (or, if such date of

determination is an anniversary of the Cut-off Date, the Business

Day immediately preceding such date of determination) (for

purposes of this definition, the "Relevant Anniversary") and (b)

the greater of

(A) the greater of (i) 0.0006 times the aggregate principal balance of all

the Mortgage Loans in Loan Group II as of the Relevant Anniversary

(other than Additional Collateral Loans, if any) having a Loan-to-Value

Ratio at origination which exceeds 75% and (ii) $100,000; and

(B) the greater of (i) the product of (x) an amount equal to the largest

difference in the related Monthly Payment for any Non-Primary Residence

Loan remaining in Loan Group II (other than Additional Collateral Loans,

if any) which had an original Loan-to-Value Ratio of 80% or greater that

would result if the Net Mortgage Rate thereof was equal to the weighted

average (based on the principal balance of the Mortgage Loans in Loan

Group II as of the Relevant Anniversary) of the Net Mortgage Rates of

all Mortgage Loans in Loan Group II as of the Relevant Anniversary less

<PAGE>

1.25% per annum, (y) a number equal to the weighted average remaining

term to maturity, in months, of all Non-Primary Residence Loans

remaining in Loan Group II as of the Relevant Anniversary, and (z) one

plus the quotient of the number of all Non-Primary Residence Loans

remaining in Loan Group II divided by the total number of Outstanding

Mortgage Loans in the Loan Group II as of the Relevant Anniversary, and

(ii) $50,000, over (2) the aggregate amount of Bankruptcy Losses

allocated solely to one or more specific Classes of related Certificates

in accordance with Section 4.05 since the Relevant Anniversary plus any

Excess Bankruptcy Losses on the non-related Mortgage Loans allocated to

the related group as set forth in Section 4.05.

Each Bankruptcy Amount may be further reduced by the Master Servicer

(including accelerating the manner in which such coverage is reduced) provided

that prior to any such reduction, the Master Servicer shall (i) obtain written

confirmation from each Rating Agency that such reduction shall not reduce the

rating assigned to any Class of Certificates by such Rating Agency below the

lower of the then-current rating or the rating assigned to such Certificates as

of the Closing Date by such Rating Agency and (ii) provide a copy of such

written confirmation to the Trustee.

Certificate: Any Class A, Class M, Class B or Class R Certificate.

Certificate Account: The separate account or accounts created and

maintained pursuant to Section 4.01 of the Standard Terms, which shall be

entitled "U.S. Bank National Association, as trustee, in trust for the

registered holders of Residential Funding Mortgage Securities I, Inc., Mortgage

Pass-Through Certificates, Series 2004-S9" and which must be an Eligible

Account.

Certificate Principal Balance: With respect to each Certificate (other

than any Interest Only Certificate), on any date of determination, an amount

equal to:

(i) the Initial Certificate Principal Balance of such Certificate as

specified on the face thereof, plus

(ii) any Subsequent Recoveries added to the Certificate Principal

Balance of such Certificate pursuant to Section 4.02, minus

(iii) the sum of (x) the aggregate of all amounts previously

distributed with respect to such Certificate (or any predecessor

Certificate) and applied to reduce the Certificate Principal

Balance thereof pursuant to Section 4.02(a) and (y) the aggregate

of all reductions in Certificate Principal Balance deemed to have

occurred in connection with Realized Losses which were previously

allocated to such Certificate (or any predecessor Certificate)

pursuant to Section 4.05;

provided, that the Certificate Principal Balance of the Class of related

Subordinate Certificates with the Lowest Priority at any given time shall be

further reduced by an amount equal to the Percentage Interest evidenced by such

Certificate multiplied by the excess, if any, of (A) the then aggregate

Certificate Principal Balance of all Classes of related Certificates then

<PAGE>

outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage

Loans in the related Loan Group; provided, however, the Certificate Principal

Balance of the Class of related Subordinate Certificates with the Lowest

Priority shall not be reduced to the extent of the amount of any Excess Special

Hazard Losses or Excess Fraud Losses to be covered by Diverted Amounts from the

non-related Loan Group pursuant to Section 4.05.

Class A Certificate: Any one of the Group I Senior Certificates or the

Group II Senior Certificates (other than the Class R Certificates), executed by

the Trustee and authenticated by the Certificate Registrar substantially in the

form annexed to the Standard Terms as Exhibit A.

Class A-V Certificate: Any one of the Class I-A-V Certificates or Class

II-A-V Certificates.

Class A-P Certificate: Any one of the Class I-A-P Certificates or Class

II-A-P Certificates.

Class B Certificate: Any one of the Class I-B Certificates or Class II-B

Certificates, executed by the Trustee and authenticated by the Certificate

Registrar substantially in the form annexed to the Standard Terms as Exhibit C.

Class B-1 Certificate: Any one of the Class I-B-1 Certificates or Class

II-B-1 Certificates.

Class B-2 Certificate: Any one of the Class I-B-2 Certificates or Class

II-B-2 Certificates.

Class B-3 Certificate: Any one of the Class I-B-3 Certificates or Class

II-B-3 Certificates.

Class I-B Certificate: Any one of the Class I-B-1, Class I-B-2 or Class

I-B-3 Certificates.

Class I-M Certificate: Any one of the Class I-M-1, Class I-M-2 or Class

I-M-3 Certificates.

Class II-B Certificate: Any one of the Class II-B-1, Class II-B-2 or

Class II-B-3 Certificates.

Class II-M Certificate: Any one of the Class II-M-1, Class II-M-2 or

Class II-M-3 Certificates.

Class M Certificate: Any one of the Class I-M Certificates or Class II-M

Certificates, executed by the Trustee and authenticated by the Certificate

Registrar substantially in the form annexed to the Standard Terms as Exhibit B.

Class M-1 Certificate: Any one of the Class I-M-1 Certificates or Class

II-M-1 Certificates.

Class M-2 Certificate: Any one of the Class I-M-2 Certificates or Class

II-M-2 Certificates.

<PAGE>

Class M-3 Certificate: Any one of the Class I-M-3 Certificates or Class

II-M-3 Certificates.

Class R Certificate: Any one of the Class R-I, Class R-II, Class R-III

and Class R-IV Certificates executed by the Trustee and authenticated by the

Certificate Registrar substantially in the form annexed to the Standard Terms as

Exhibit D and evidencing an interest designated as a "residual interest" in each

REMIC for purposes of the REMIC Provisions.

Closing Date: December 30, 2004.

Corporate Trust Office: The principal office of the Trustee at which at

any particular time its corporate trust business with respect to this Agreement

shall be administered, which office at the date of the execution of this

Agreement is located at U.S. Bank National Association, 60 Livingston Avenue,

St. Paul, Minnesota 55107. Attention: Residential Funding Corporation Series

2004-S9.

Corresponding Certificated Interests: With respect to each REMIC III

Regular Interest, the Class with the same designation.

Credit Support Depletion Date: With respect to each Loan Group, the

first Distribution Date on which the Certificate Principal Balances of the

related Subordinate Certificates have been reduced to zero.

Cut-off Date: December 1, 2004.

Determination Date: With respect to any Distribution Date, the second

Business Day prior to such Distribution Date.

Discount Net Mortgage Rate: With respect to Loan Group I, 5.50% per

annum. With respect to Loan Group II, 4.75% per annum.

Diverted Amount: For either Loan Group, on any Distribution Date on

which Excess Special Hazard Losses or Excess Fraud Losses from the other Loan

Group are allocated to the Certificates of the related Loan Group pursuant to

Section 4.05, or on any subsequent Distribution Date occurring before such

losses are fully covered by a Diverted Amount, an amount equal to the lesser of

(a) the aggregate amount of all Excess Special Hazard Losses or Excess Fraud

Losses from the other Loan Group which occurred prior to the related

Distribution Date, minus the aggregate amount of Diverted Amounts previously

distributed to the Certificates related to the other Loan Group in respect of

such losses, and (b) the Principal Prepayments and the principal portion of the

Monthly Payments otherwise payable to the Class B Certificates of the related

Loan Group; provided, however, that the sum of the aggregate of the Diverted

Amounts on such Distribution Date and all prior Distribution Dates corresponding

to Excess Special Hazard Losses or Excess Fraud Losses, respectively, for the

other Loan Group and the aggregate Special Hazard Losses or Fraud Losses,

respectively, for the related Loan Group, may not exceed the Special Hazard

Amount or Fraud Loss Amount, respectively, for the related Loan Group.

<PAGE>

Due Period: With respect to each Distribution Date and any Mortgage

Loan, the calendar month of such Distribution Date.

Eligible Account: An account that is any of the following: (i)

maintained with a depository institution the debt obligations of which have been

rated by each Rating Agency in its highest rating available, or (ii) an account

or accounts in a depository institution in which such accounts are fully insured

to the limits established by the FDIC, provided that any deposits not so insured

shall, to the extent acceptable to each Rating Agency, as evidenced in writing,

be maintained such that (as evidenced by an Opinion of Counsel delivered to the

Trustee and each Rating Agency) the registered Holders of Certificates have a

claim with respect to the funds in such account or a perfected first security

interest against any collateral (which shall be limited to Permitted

Investments) securing such funds that is superior to claims of any other

depositors or creditors of the depository institution with which such account is

maintained, or (iii) in the case of the Custodial Account, a trust account or

accounts maintained in the corporate trust department of U.S. Bank National

Association, or (iv) in the case of the Certificate Account, a trust account or

accounts maintained in the corporate trust division of the Trustee, or (v) an

account or accounts of a depository institution acceptable to each Rating Agency

(as evidenced in writing by each Rating Agency that use of any such account as

the Custodial Account or the Certificate Account will not reduce the rating

assigned to any Class of Certificates by such Rating Agency below the lower of

the then-current rating or the rating assigned to such Certificates as of the

Closing Date by such Rating Agency).

Eligible Funds: On any Distribution Date, the portion, if any, of the

related Available Distribution Amount remaining after reduction by the sum of

(i) the aggregate amount of Accrued Certificate Interest on the related Senior

Certificates, (ii) the related Senior Principal Distribution Amounts (determined

without regard to Section 4.02(a)(ii)(Y)(D) of this Series Supplement), (iii)

the related Class A-P Principal Distribution Amount (determined without regard

to Section 4.02(b)(i)(E) of this Series Supplement) and (iv) the aggregate

amount of Accrued Certificate Interest on the related Class M, Class B-1 and

Class B-2 Certificates to the extent such Accrued Certificate Interest is

derived from a Loan Group.

Excess Subordinate Principal Amount: With respect to any Distribution

Date on which the aggregate Certificate Principal Balance of the Class of

Subordinate Certificates related to a Loan Group then outstanding with the

Lowest Priority is to be reduced to zero and on which Realized Losses are to be

allocated to such class or classes, the excess, if any, of (i) the amount that

would otherwise be distributable in respect of principal on such class or

classes of Certificates on such Distribution Date over (ii) the excess, if any,

of the aggregate Certificate Principal Balance of such class or classes of

Certificates immediately prior to such Distribution Date over the aggregate

amount of Realized Losses to be allocated to such classes of Certificates on

such Distribution Date as reduced by any amount calculated pursuant to Section

4.02(b)(i)(E). The Excess Subordinate Principal Amount will be allocated between

the Group I Senior Certificates (other than the Class I-A-P Certificates), Class

I-M Certificates and Class I-B Certificates, and the Group II Senior

Certificates (other than the Class II-A-P Certificates), Class II-M Certificates

and Class II-B Certificates, in accordance with the amount of Realized Losses in

the related Loan Group and allocated to the related Certificates on such

Distribution Date.

Fraud Loss Amount: The Group I Fraud Loss Amount or Group II Fraud Loss

Amount.

<PAGE>

Group I Fraud Loss Amount: As of any date of determination after the

Cut-off Date, an amount equal to: (X) prior to the third anniversary of the

Cut-off Date, an amount equal to 1.0% of the aggregate outstanding principal

balance of all of the Group I Loans as of the Cut-off Date minus the aggregate

amount of Fraud Losses allocated solely to one or more specific Classes of

related Certificates in accordance with Section 4.05 of this Series Supplement

since the Cut-off Date up to such date of determination plus any Excess Fraud

Losses on the non-related Mortgage Loans allocated to the related group as set

forth in Section 4.05 and (Y) from the third to the fifth anniversary of the

Cut-off Date, an amount equal to (1) the lesser of (a) the Group I Fraud Loss

Amount as of the most recent anniversary of the Cut-off Date and (b) 0.50% of

the aggregate outstanding principal balance of all of the Group I Loans as of

the most recent anniversary of the Cut-off Date minus (2) the aggregate amount

of Fraud Losses allocated solely to one or more specific Classes of related

Certificates in accordance with Section 4.05 of this Series Supplement since the

most recent anniversary of the Cut-off Date up to such date of determination

plus any Excess Fraud Losses on the non-related Mortgage Loans allocated to the

related group as set forth in Section 4.05. On and after the fifth anniversary

of the Cut-off Date, the Group I Fraud Loss Amount shall be zero.

The Group I Fraud Loss Amount may be further reduced by the Master

Servicer (including accelerating the manner in which such coverage is reduced)

provided that prior to any such reduction, the Master Servicer shall (i) obtain

written confirmation from each Rating Agency that such reduction shall not

reduce the rating assigned to any Class of Certificates by such Rating Agency

(without giving effect to the Certificate Policy in the case of the Insured

Certificates) below the lower of the then-current rating or the rating assigned

to such Certificates as of the Closing Date by such Rating Agency and (ii)

provide a copy of such written confirmation to the Trustee.

Group I Loans: The Mortgage Loans designated in Exhibit One.

Group I Senior Accelerated Distribution Percentage: With respect to any

Distribution Date occurring on or prior to the 60th Distribution Date, 100%.

With respect to any Distribution Date thereafter and Loan Group I, as follows:

(i) for any Distribution Date after the 60th Distribution Date but on

or prior to the 72nd Distribution Date, the Group I Senior

Percentage for such Distribution Date plus 70% of the related

Subordinate Percentage for such Distribution Date;

(ii) for any Distribution Date after the 72nd Distribution Date but on

or prior to the 84th Distribution Date, the Group I Senior

Percentage for such Distribution Date plus 60% of the related

Subordinate Percentage for such Distribution Date;

(iii) for any Distribution Date after the 84th Distribution Date but on

or prior to the 96th Distribution Date, the Group I Senior

Percentage for such Distribution Date plus 40% of the related

Subordinate Percentage for such Distribution Date;

(iv) for any Distribution Date after the 96th Distribution Date but on

or prior to the 108th Distribution Date, the Group I Senior

Percentage for such Distribution Date plus 20% of the related

Subordinate Percentage for such Distribution Date; and

<PAGE>

(v) for any Distribution Date thereafter, the Group I Senior

Percentage for such Distribution Date;

provided, however,

(i) that any scheduled reduction to the Group I Senior Accelerated

Distribution Percentage described above shall not occur as of any

Distribution Date unless either

(a)(1)(X) the outstanding principal balance of the Group I Loans

delinquent 60 days or more averaged over the last six months, as a

percentage of the aggregate outstanding Certificate Principal Balance of

the related Subordinate Certificates, is less than 50% or (Y) the

outstanding principal balance of Group I Loans delinquent 60 days or

more averaged over the last six months, as a percentage of the aggregate

outstanding principal balance of all Group I Loans averaged over the

last six months, does not exceed 2% and (2) Realized Losses on the Group

I Loans to date for such Distribution Date if occurring during the

sixth, seventh, eighth, ninth or tenth year (or any year thereafter)

after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,

respectively, of the sum of the Initial Certificate Principal Balances

of the related Subordinate Certificates or

(b)(1) the outstanding principal balance of Group I Loans

delinquent 60 days or more averaged over the last six months, as a

percentage of the aggregate outstanding principal balance of all Group I

Loans averaged over the last six months, does not exceed 4% and (2)

Realized Losses on the Group I Loans to date for such Distribution Date,

if occurring during the sixth, seventh, eighth, ninth or tenth year (or

any year thereafter) after the Closing Date are less than 10%, 15%, 20%,

25% or 30%, respectively, of the sum of the Initial Certificate

Principal Balances of the related Subordinate Certificates, and

(ii) that for any Distribution Date on which the Group I Senior

Percentage is greater than the Group I Senior Percentage as of

the Closing Date, the Group I Senior Accelerated Distribution

Percentage for such Distribution Date shall be 100%.

Notwithstanding the foregoing, upon the reduction of the Certificate Principal

Balances of the Group I Senior Certificates (other than the Class I-A-P

Certificates, if any) to zero, the Group I Senior Accelerated Distribution

Percentage shall thereafter be 0%.

Group I Senior Certificate: Any one of the Class I-A-1, Class I-A-2,

Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,

Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class

I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-19,

Class I-A-20, Class I-A-21, Class I-A-22, Class I-A-23, Class I-A-24, Class

I-A-25, Class I-A-26, Class I-A-27, Class I-A-P, Class I-A-V, Class R-I, Class

R-III and Class R-IV Certificates executed by the Trustee and authenticated by

the Certificate Registrar substantially in the form annexed to the Standard

Terms as Exhibit A (or Exhibit D in the case of the Class R-I, Class R-III and

<PAGE>

Class R-IV Certificates), each such Certificate (other than the Class I-A-V,

Class R-I, Class R-III and Class R-IV Certificates) evidencing an interest

designated as a "regular interest" in REMIC IV for purposes of the REMIC

Provisions and representing an undivided interest in Loan Group I.

Group I Senior Percentage: As of any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group I Senior Certificates

(other than the Class I-A-P Certificates) immediately prior to such Distribution

Date and the denominator of which is the aggregate Stated Principal Balance of

all of the Mortgage Loans (or related REO Properties) (other than the related

Discount Fraction of each related Discount Mortgage Loan) in Loan Group I

immediately prior to such Distribution Date.

Group I Senior Principal Distribution Amount: As to any Distribution

Date, the lesser of (a) the balance of the Available Distribution Amount related

to Loan Group I remaining after the distribution therefrom of all amounts

required to be distributed therefrom pursuant to Section 4.02(a)(i)(X) and

Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the sum of the amounts

required to be distributed therefrom to the Group I Senior Certificateholders on

such Distribution Date pursuant to Section 4.02(a)(ii)(Y).

Group I Special Hazard Amount: As of any Distribution Date, an amount

equal to $5,188,538 minus the sum of (i) the aggregate amount of Special Hazard

Losses allocated solely to one or more specific Classes of related Certificates

in accordance with Section 4.05 of this Series Supplement plus any Excess

Special Hazard Losses on the non-related Mortgage Loans allocated to the related

group as set forth in Section 4.05 and (ii) the Adjustment Amount (as defined

below) as most recently calculated. For each anniversary of the Cut-off Date,

the Adjustment Amount shall be equal to the amount, if any, by which the amount

calculated in accordance with the preceding sentence (without giving effect to

the deduction of the Adjustment Amount for such anniversary) exceeds the greater

of (A) the greatest of (i) twice the outstanding principal balance of the

Mortgage Loan in Loan Group I which has the largest outstanding principal

balance on the Distribution Date immediately preceding such anniversary, (ii)

the product of 1.00% multiplied by the outstanding principal balance of all

Mortgage Loans in Loan Group I on the Distribution Date immediately preceding

such anniversary and (iii) the aggregate outstanding principal balance (as of

the immediately preceding Distribution Date) of the Group I Loans in any single

five-digit California zip code area with the largest amount of Group I Loans by

aggregate principal balance as of such anniversary and (B) the greater of (i)

the product of 0.50% multiplied by the outstanding principal balance of all

Mortgage Loans in Loan Group I on the Distribution Date immediately preceding

such anniversary multiplied by a fraction, the numerator of which is equal to

the aggregate outstanding principal balance (as of the immediately preceding

Distribution Date) of all of the Mortgage Loans in Loan Group I secured by

Mortgaged Properties located in the State of California divided by the aggregate

outstanding principal balance (as of the immediately preceding Distribution

Date) of all of the Mortgage Loans in Loan Group I, expressed as a percentage,

and the denominator of which is equal to 47.98% (which percentage is equal to

the percentage of Mortgage Loans in Loan Group I initially secured by Mortgaged

Properties located in the State of California) and (ii) the aggregate

outstanding principal balance (as of the immediately preceding Distribution

Date) of the largest Mortgage Loan in Loan Group I secured by a Mortgaged

Property located in the State of California.

<PAGE>

The Group I Special Hazard Amount may be further reduced by the Master

Servicer (including accelerating the manner in which coverage is reduced)

provided that prior to any such reduction, the Master Servicer shall (i) obtain

written confirmation from each Rating Agency that such reduction shall not

reduce the rating assigned to any Class of Certificates by such Rating Agency

(without giving effect to the Certificate Policy in the case of the Insured

Certificates) below the lower of the then-current rating or the rating assigned

to such Certificates as of the Closing Date by such Rating Agency and (ii)

provide a copy of such written confirmation to the Trustee.

Group II Fraud Loss Amount: As of any date of determination after the

Cut-off Date, an amount equal to: (X) prior to the third anniversary of the

Cut-off Date, an amount equal to 1.0% of the aggregate outstanding principal

balance of all of the Group II Loans as of the Cut-off Date minus the aggregate

amount of Fraud Losses allocated solely to one or more specific Classes of

related Certificates in accordance with Section 4.05 of this Series Supplement

since the Cut-off Date up to such date of determination plus any Excess Fraud

Losses on the non-related Mortgage Loans allocated to the related group as set

forth in Section 4.05 and (Y) from the third to the fifth anniversary of the

Cut-off Date, an amount equal to (1) the lesser of (a) the Group II Fraud Loss

Amount as of the most recent anniversary of the Cut-off Date and (b) 0.5% of the

aggregate outstanding principal balance of all of the Group II Loans as of the

most recent anniversary of the Cut-off Date minus (2) the aggregate amount of

Fraud Losses allocated solely to one or more specific Classes of related

Certificates in accordance with Section 4.05 of this Series Supplement since the

most recent anniversary of the Cut-off Date up to such date of determination

plus any Excess Fraud Losses on the non-related Mortgage Loans allocated to the

related group as set forth in Section 4.05. On and after the fifth anniversary

of the Cut-off Date, the Group II Fraud Loss Amount shall be zero.

The Group II Fraud Loss Amount may be further reduced by the Master

Servicer (including accelerating the manner in which such coverage is reduced)

provided that prior to any such reduction, the Master Servicer shall (i) obtain

written confirmation from each Rating Agency that such reduction shall not

reduce the rating assigned to any Class of Certificates by such Rating Agency

below the lower of the then-current rating or the rating assigned to such

Certificates as of the Closing Date by such Rating Agency and (ii) provide a

copy of such written confirmation to the Trustee.

Group II Loans: The Mortgage Loans designated in Exhibit Two.

Group II Senior Accelerated Distribution Percentage: With respect to any

Distribution Date occurring on or prior to the 60th Distribution Date, 100%.

With respect to any Distribution Date thereafter and Loan Group II, as follows:

(i) for any Distribution Date after the 60th Distribution Date but on

or prior to the 72nd Distribution Date, the Group II Senior

Percentage for such Distribution Date plus 70% of the related

Subordinate Percentage for such Distribution Date;

(ii) for any Distribution Date after the 72nd Distribution Date but on

or prior to the 84th Distribution Date, the Group II Senior

Percentage for such Distribution Date plus 60% of the related

Subordinate Percentage for such Distribution Date;

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(iii) for any Distribution Date after the 84th Distribution Date but on

or prior to the 96th Distribution Date, the Group II Senior

Percentage for such Distribution Date plus 40% of the related

Subordinate Percentage for such Distribution Date;

(iv) for any Distribution Date after the 96th Distribution Date but on

or prior to the 108th Distribution Date, the Group II Senior

Percentage for such Distribution Date plus 20% of the related

Subordinate Percentage for such Distribution Date; and

(v) for any Distribution Date thereafter, the Group II Senior

Percentage for such Distribution Date;

provided, however,

(i) that any scheduled reduction to the Group II Senior Accelerated

Distribution Percentage described above shall not occur as of any

Distribution Date unless either

(a)(1)(X) the outstanding principal balance of the Group II Loans

delinquent 60 days or more averaged over the last six months, as a

percentage of the aggregate outstanding Certificate Principal Balance of

the related Subordinate Certificates, is less than 50% or (Y) the

outstanding principal balance of Group II Loans delinquent 60 days or

more averaged over the last six months, as a percentage of the aggregate

outstanding principal balance of all Group II Loans averaged over the

last six months, does not exceed 2% and (2) Realized Losses on the Group

II Loans to date for such Distribution Date if occurring during the

sixth, seventh, eighth, ninth or tenth year (or any year thereafter)

after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,

respectively, of the sum of the Initial Certificate Principal Balances

of the related Subordinate Certificates or

(b)(1) the outstanding principal balance of Group II Loans

delinquent 60 days or more averaged over the last six months, as a

percentage of the aggregate outstanding principal balance of all Group

II Loans averaged over the last six months, does not exceed 4% and (2)

Realized Losses on the Group II Loans to date for such Distribution

Date, if occurring during the sixth, seventh, eighth, ninth or tenth

year (or any year thereafter) after the Closing Date are less than 10%,

15%, 20%, 25% or 30%, respectively, of the sum of the Initial

Certificate Principal Balances of the related Subordinate Certificates,

and

(ii) that for any Distribution Date on which the Group II Senior

Percentage is greater than the Group II Senior Percentage as of

the Closing Date, the Group II Senior Accelerated Distribution

Percentage for such Distribution Date shall be 100%.

Notwithstanding the foregoing, upon the reduction of the Certificate Principal

Balances of the Group II Senior Certificates (other than the Class II-A-P

Certificates, if any) to zero, the Group II Senior Accelerated Distribution

Percentage shall thereafter be 0%.

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Group II Senior Certificate: Any one of the Class II-A-1, Class II-A-P,

Class II-A-V and Class R-II Certificates, executed by the Trustee and

authenticated by the Certificate Registrar substantially in the form annexed to

the Standard Terms as Exhibit A (or Exhibit D in the case of the Class R-II

Certificates), each such Certificate (other than the Class II-A-V Certificates

and Class R-II Certificates) representing an interest designated as a "regular

interest" in REMIC IV for purposes of the REMIC Provisions, and representing an

undivided interest in Loan Group II.

Group II Senior Percentage: As of any Distribution Date, the lesser of

100% and a fraction, expressed as a percentage, the numerator of which is the

aggregate Certificate Principal Balance of the Group II Senior Certificates

(other than the Class II-A-P Certificates) immediately prior to such

Distribution Date and the denominator of which is the aggregate Stated Principal

Balance of all of the Mortgage Loans (or related REO Properties) (other than the

related Discount Fraction of each related Discount Mortgage Loan) in Loan Group

II immediately prior to such Distribution Date.

Group II Senior Principal Distribution Amount: As to any Distribution

Date, the lesser of (a) the balance of the Available Distribution Amount related

to Loan Group II remaining after the distribution therefrom of all amounts

required to be distributed therefrom pursuant to Section 4.02(a)(i)(Y) and

Section 4.02(a)(ii)(X) of this Series Supplement, and (b) the sum of the amounts

required to be distributed therefrom to the Group II Senior Certificateholders

on such Distribution Date pursuant to Section 4.02(a)(ii)(Y) and Section

4.02(a)(xvii).

Group II Special Hazard Amount: As of any Distribution Date, an amount

equal to $1,651,001 minus the sum of (i) the aggregate amount of Special Hazard