It appears clear that Sec. 402 of Sarbanes-Oxley
will apply to collateral assignment split dollar
arrangements which are not grandfathered and are subject to the loan provisions of the proposed
split dollar regulations.

However,I am having difficulty envisioning how
a pre January 28,2002 endorsement(non equity)split
dollar agreement will fall within the purview of
Sec 402 of Sarbanes-Oxley.

The split dollar arrangement under review provides
only a death benefit to the executive. No cash
value will be made available to the executive.The
executive contributes, by payroll deduction, an
amount equal to the annual economic benefit. The
source of the executive's contribution is a bonus
from the employer. This bonus to the executive is
also "grossed up" so the executive has a $0 cost
for their death benefit(PS 58 Offset w/ Double
Bonus).

Your feedback is appreciated. Thank you.

I concur in your reasoning, but I doubt that we will see any guidance on this point from the SEC.

Part of that is due to the fact that the SEC really doesn't understand how split dollar works, as evidenced by their rules relating to the disclosure of these arrangements in the executive compensation part of the proxy rules.