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<SEC-DOCUMENT>0000318673-01-500011.txt : 20010823
<SEC-HEADER>0000318673-01-500011.hdr.sgml : 20010823
ACCESSION NUMBER:		0000318673-01-500011
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010821
FILED AS OF DATE:		20010822

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SECURITY NATIONAL FINANCIAL CORP
		CENTRAL INDEX KEY:			0000318673
		STANDARD INDUSTRIAL CLASSIFICATION:	LIFE INSURANCE [6311]
		IRS NUMBER:				870345941
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09341
		FILM NUMBER:		1720839

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 57220
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84157
		BUSINESS PHONE:		8012641060

	MAIL ADDRESS:	
		STREET 1:		PO BOX 57220
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84157

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SNL FINANCIAL CORP
		DATE OF NAME CHANGE:	19910401
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>snlprxy01.txt
<TEXT>
                     SECURITY NATIONAL FINANCIAL CORPORATION
                         5300 South 360 West, Suite 250
                           Salt Lake City, Utah 84123

                                 PROXY STATEMENT

                         Annual Meeting of Stockholders
                          To Be Held on October 4, 2001

                               GENERAL INFORMATION

     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies by the Board of Directors  of Security  National  Financial  Corporation
(the  "Company")  for use at the Annual  Meeting of  Stockholders  to be held on
October 4, 2001,  at 5300 South 360 West,  Suite 250,  Salt Lake City,  Utah, at
11:30 a.m.,  Mountain  Daylight  Time, or at any  adjournment  or  postponements
thereof (the "Annual  Meeting").  The shares covered by the enclosed  Proxy,  if
such is properly  executed and  received by the Board of Directors  prior to the
meeting,  will be voted in favor of the proposals to be considered at the Annual
Meeting,  and in favor of the election of the nominees to the Board of Directors
(two nominees to be elected by the Class A common stockholders voting separately
as a class and five  nominees  to be  elected  by the Class A and Class C common
stockholders  voting together) as listed unless such Proxy specifies  otherwise,
or the  authority to vote in the election of directors is withheld.  A Proxy may
be revoked at any time before it is  exercised by giving  written  notice to the
Secretary  of the  Company  at the above  address.  Stockholders  may vote their
shares in person if they attend the Annual  Meeting,  even if they have executed
and returned a Proxy. This Proxy Statement and accompanying Proxy Card are being
mailed to stockholders on or about September 4, 2001.

     Your vote is important.  Please  complete and return the Proxy Card so your
shares can be represented at the Annual  Meeting,  even if you plan to attend in
person.

     If a  shareholder  wishes  to  assign a proxy  to  someone  other  than the
Directors' Proxy Committee,  all three names appearing on the Proxy Card must be
crossed out and the name(s) of another  person or persons  (not more than three)
inserted.  The signed card must be  presented  at the  meeting by the  person(s)
representing the shareholder.

     The cost of this solicitation will be borne by the Company. The Company may
reimburse  brokerage firms and other persons  representing  beneficial owners of
shares  for  their  expenses  in  forwarding   solicitation  materials  to  such
beneficial  owners.  Proxies may also be solicited  by certain of the  Company's
directors, officers, and regular employees, without additional compensation.

     The  matters to be  brought  before  the  Annual  Meeting  are (1) to elect
directors to serve for the ensuing year; (2) to ratify the appointment of Tanner
+ Co. as the  Company's  independent  accountants  for the  fiscal  year  ending
December 31, 2001;  and (3) any other  business as may properly  come before the
Annual Meeting.

                                VOTING SECURITIES

     Only  holders of record of Common  Stock at the close of business on August
20, 2001, will be entitled to vote at the Annual  Meeting.  As of June 30, 2001,
there were  issued and  outstanding  3,874,566  shares of Class A Common  Stock,
$2.00 par value per share, and 5,762,729 shares of Class C Common Stock $.20 par
value per share  resulting  in a total of  9,637,295  shares of both Class A and
Class  C  Common  Stock  outstanding.  A  majority  of  the  outstanding  shares
(4,818,649) of Class A and Class C Common Stock will constitute a quorum for the
transaction of business at the meeting.


     The holders of each class of Common  Stock of the  Company are  entitled to
one vote per  share.  Cumulative  voting is not  permitted  in the  election  of
directors.


<PAGE>



                     SECURITY NATIONAL FINANCIAL CORPORATION

                         5300 South 360 West, Suite 250
                           Salt Lake City, Utah 84123


                                 August 31, 2001







Dear Stockholder:

     On behalf of the Board of  Directors,  it is my  pleasure  to invite you to
attend the  Annual  Meeting  of  Stockholders  of  Security  National  Financial
Corporation  (the  "Company")  to be held on  October 4,  2001,  at 11:30  a.m.,
Mountain Daylight Time, at 5300 South 360 West, Suite 250, Salt Lake City, Utah.

     The matters to be addressed at the meeting will include (1) the election of
seven directors;  (2) to ratify the appointment of Tanner + Co. as the Company's
independent  accountants for the fiscal year ending December 31, 2001 and (3) to
report on the  business  activities  of the Company  and answer any  stockholder
questions.

     Your vote is very important.  We hope you will take a few minutes to review
the Proxy  Statement  and  complete,  sign,  and  return  your Proxy Card in the
envelope  provided,  even if you plan to attend the  meeting.  Please  note that
sending us your Proxy will not prevent you from voting in person at the meeting,
should you wish to do so.

     Thank you for your support of Security National Financial  Corporation.  We
look forward to seeing you at the Annual Stockholders Meeting.

                                Sincerely yours,

                                SECURITY NATIONAL
                                FINANCIAL CORPORATION


                                George R. Quist,
                                Chairman of the Board, President,
                                and Chief Executive Officer


<PAGE>



                     SECURITY NATIONAL FINANCIAL CORPORATION

                         5300 South 360 West, Suite 250
                           Salt Lake City, Utah 84123




                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

     NOTICE IS HEREBY GIVEN that the Annual Meeting of  Stockholders of Security
National Financial Corporation (the "Company"), a Utah corporation, will be held
on October 4, 2001, at 5300 South 360 West,  Suite 250, Salt Lake City, Utah, at
11:30 a.m., Mountain Daylight Time, to consider and act upon the following:

     1.   To elect a Board of  Directors  consisting  of  seven  directors  (two
          directors to be elected exclusively by the Class A common stockholders
          voting  separately as a class and the remaining  five  directors to be
          elected  by  the  Class  A and  Class  C  common  stockholders  voting
          together) to serve until the next Annual  Meeting of  Stockholders  or
          until their successors are elected and qualified;

     2.   To ratify the appointment of Tanner + Co. as the Company's independent
          accountants for the fiscal year ending December 31, 2001;

          3.   To transact  such other  business as may properly come before the
               meeting or any adjournment thereof.

     The  foregoing  items of  business  are more fully  described  in the Proxy
Statement accompanying this Notice.

     The Board of Directors  has fixed the close of business on August 20, 2001,
as the record date for the  determination of stockholders  entitled to notice of
and to vote at the Annual Meeting.

STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.  A PROXY STATEMENT AND
PROXY CARD ARE ENCLOSED HEREWITH. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE  SIGN,  DATE AND  RETURN  THE PROXY  CARD IN THE  ENCLOSED  POSTAGE  PAID
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING.  THE GIVING OF A PROXY
WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.

                               By order of the Board of Directors,


                               William C. Sargent
                               Senior Vice President and Secretary




Salt Lake City, Utah, August 31, 2001


<PAGE>



     The  Company's  Articles of  Incorporation  provide that the Class A common
stockholders and Class C common stockholders have different voting rights in the
election of directors.  The Class A common  stockholders  voting separately as a
class will be entitled to vote for two of the seven directors to be elected (the
nominees  to be voted  upon by the Class A  stockholders  separately  consist of
Messrs. H. Craig Moody and Scott M. Quist).

     The  remaining  five  directors  will be elected by the Class A and Class C
common stockholders voting together (the nominees to be so voted upon consist of
Messrs.  Charles L. Crittenden,  Robert G. Hunter, M.D, George R. Quist, William
C. Sargent and Norman G. Wilbur).  For the other business to be conducted at the
Annual Meeting,  the Class A and Class C common stockholders will vote together,
one vote per share. Class A common stockholders will receive a different form of
Proxy than the Class C common stockholders.

                              ELECTION OF DIRECTORS

                                   Proposal 1

     There  are  three  committees  of  the  Board  of  Directors,   which  meet
periodically during the year: the Audit Committee,  the Compensation  Committee,
and the Executive  Committee.  The Board of Directors does not have a Nominating
Committee.

     The Compensation  Committee is responsible for recommending to the Board of
Directors for approval the annual  compensation of each executive officer of the
Company and the  executive  officers of the Company's  subsidiaries,  developing
policy in the areas of compensation and fringe benefits, contributions under the
Employee Stock Ownership Plan,  contribution under the 401(k) Retirement Savings
Plan,  granting of options  under the stock option  plans,  and  creating  other
employee  compensation  plans.  The Compensation  Committee  consists of Messrs.
Charles L. Crittenden,  Norman G. Wilbur, and George R. Quist.  During 2000, the
Compensation Committee met on two occasions.

     The Audit  Committee  directs  the  auditing  activities  of the  Company's
internal  auditors and outside public  accounting firm and approves the services
of the outside public  accounting firm. The Audit Committee  consists of Messrs.
Charles L. Crittenden,  H. Craig Moody,  and Norman G. Wilbur.  During 2000, the
Audit Committee met on two occasions.

     The Executive Committee reviews Company policy, major investment activities
and  other  pertinent  transactions  of the  Company.  The  Executive  Committee
consists of Messrs.  George R. Quist, Scott M. Quist, William C. Sargent, and H.
Craig Moody. During 2000, the Executive Committee met on two occasions.

     During 2000, there were five meetings of the Company's Board of Directors.

     The Company's  Bylaws provide that the Board of Directors  shall consist of
not less than  three nor more than  eleven  members.  The term of office of each
director is for a period of one year or until the election and  qualification of
his successor.  A director is not required to be a resident of the State of Utah
but must be a stockholder of the Company.

     The size of the Board of  Directors  of the  Company for the coming year is
seven members.  Unless  authority is withheld by your Proxy, it is intended that
the Common  Stock  represented  by your  Proxy will be voted for the  respective
nominees listed below. If any nominee should not serve for any reason, the Proxy
will be voted for such person as shall be  designated  by the Board of Directors
to replace such nominee. The Board of Directors has no reason to expect that any
nominee  will be unable to serve.  There is no  arrangement  between  any of the
nominees  and any other  person or persons  pursuant to which he was or is to be
selected as a director.  There is no family relationship between or among any of
the nominees, except that Scott M. Quist is the son of George R. Quist.


<PAGE>



The Nominees

     The  nominees to be elected by the  holders of Class A Common  Stock are as
follows:

        Name        Age     Director Since     Position(s) with the Company
    ------------    ---     ----------------   ----------------------------
   H. Craig Moody    47     September 1995     Director
   Scott M. Quist    47     May 1986           First Vice President, General
                                               Counsel, Treasurer and Director


     The  nominees  for  election  by the  holders of Class A and Class C Common
Stock, voting together, are as follows:

        Name             Age    Director Since    Position(s) with the Company
    ------------         ---   ----------------   ----------------------------
Charles L. Crittenden    81   October 1979         Director
Robert G. Hunter, M.D    41   October 1998         Director
George R. Quist          80   October 1979         Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer
William C. Sargent       72   February 1980        Senior Vice President,
                                                   Secretary and Director
Norman G. Wilbur         62   October 1998         Director


     The  following is a description  of the business  experience of each of the
nominees and directors.

     George R. Quist has been Chairman of the Board of Directors,  President and
Chief  Executive  Officer of the Company since  October 1979.  Mr. Quist is also
Chairman  of the  Board,  President  and Chief  Executive  Officer  of  Southern
Security Life Insurance Company and has served in these positions since December
1998. From 1946 to 1960, he was an agent, District Manager and Associate General
Agent for various insurance companies.  From 1960 to 1964, he was Executive Vice
President and Treasurer of Pacific  Guardian Life Insurance  Company.  Mr. Quist
also served from 1981 to 1982 as the  President of The National  Association  of
Life Companies,  a trade association of 642 life insurance  companies,  and from
1982 to 1983 as its Chairman of the Board. Mr. Quist also served on the Board of
Directors  of the  National  Alliance  of  Life  Companies,  an  industry  trade
association, from 1992 to 1996.

     William C.  Sargent  has been Senior Vice  President  of the Company  since
1980, Secretary since October 1993, and a director since February 1980. Prior to
that time,  he was employed by Security  National  Life as a salesman and agency
superintendent.  Mr.  Sargent is also Senior  Vice  President,  Secretary  and a
director of Southern  Security  Life  Insurance  Company and has served in these
positions since December 1998.

     Scott M. Quist has been the Company's  General  Counsel  since 1982,  First
Vice President since December 1990, Treasurer since October 1993, and a director
since May 1986.  From 1980 to 1982,  Mr. Quist was a tax  specialist  with Peat,
Marwick,  Mitchell, & Co., in Dallas, Texas. From 1986 to 1991 he was a director
of The  National  Association  of Life  Companies,  a trade  association  of 642
insurance companies and its Treasurer until its merger with the American Council
of Life  Companies in 1991. Mr. Quist is a past member of the Board of Governors
of the Forum 500 Section  (representing small companies) of the American Council
of Life  Companies.  Mr. Quist is the past President of the Utah Life Convention
and past General Counsel of the Utah Funeral Directors'  Association.  Mr. Quist
has also  been a  director  since  November  1993 of Key  Bank of  Utah,  and is
currently a director and immediate  past  president of the National  Alliance of
Life Companies,  an industry trade  association of over 200 life companies.  Mr.
Quist is also First Vice President, Treasurer, General Counsel and a director of
Southern Security Life Insurance Company and has served in these positions since
December 1998.


<PAGE>



     Charles L.  Crittenden  has been a director  of the Company  since  October
1979.  Mr.  Crittenden is also a director of Southern  Security  Life  Insurance
Company and has served in this position since December 1998. Mr.  Crittenden has
been sole stockholder of Crittenden Paint & Glass Company since 1958. He is also
an owner of  Crittenden  Enterprises,  a real estate  development  company,  and
Chairman of the Board of Linco, Inc.

     Robert G.  Hunter,  M.D. has been a director of the Company  since  October
1998. Dr. Hunter is also a director of Southern  Security Life Insurance Company
and has served in this position  since  December 1998. Dr. Hunter is currently a
practicing  physician in private  practice.  He received a B.S.  degree from the
University  of Utah in 1982 and an M.D.  degree from the  University  of Utah in
1987,  and served his  Internship in General  Surgery at the University of Texas
Health Science  Center at San Antonio.  Dr. Hunter created the State Wide E.N.T.
Organization (Rocky Mountain E.N.T., Inc.) where he is currently a member of the
Executive  Committee.  He is  Chairman  of Surgery  at  Cottonwood  Hospital,  a
delegate to the Utah Medical  Association,  a delegate  representing Utah to the
American Medical Association, and a member of several medical advisory boards.

     H. Craig Moody has been a director of the Company since September 1995. Mr.
Moody is also a director of Southern  Security  Life  Insurance  Company and has
served in this  position  since  December  1998.  Mr.  Moody is owner of Moody &
Associates,  a  political  consulting  and real estate  company.  He is a former
Speaker  and  Majority  Leader of the House of  Representatives  of the State of
Utah.

     Norman G. Wilbur has been a director of the Company since October 1998. Mr.
Wilbur is also a director of Southern  Security Life  Insurance  Company and has
served in this position  since December 1998. Mr. Wilbur worked for the regional
offices of J.C.  Penney Co., Inc. in budgeting and analysis.  His positions with
J.C. Penney Co. Inc. included Manager of Planning and Reporting.  After 36 years
with J.C. Penney's, Mr. Wilbur took an option of an early retirement in 1997. He
is a past board member of a homeless organization in Plano, Texas.

Executive Officers

     The  following  table sets forth  certain  information  with respect to the
executive officers of the Company (the business  biographies for the first three
individuals are set forth above):

        Name             Age                      Title
  ________________     ______       _______________________________________
  George R. Quist1       80         Chairman of the Board, President and Chief
                                    Executive Officer
  Scott M. Quist1        47         First Vice President, General Counsel and
                                    Treasurer
  William C. Sargent     72         Senior Vice President and Secretary

     1George R. Quist is the father of Scott M. Quist.

     The  Board of  Directors  of the  Company  has a  written  procedure  which
requires  disclosure to the Board of any material interest or any affiliation on
the part of any of its officers,  directors or employees which is in conflict or
may be in conflict with the interests of the Company.


<PAGE>



     No director,  officer or 5% stockholder of the Company or its subsidiaries,
or any  affiliate  thereof  has had any  transactions  with the  Company  or its
subsidiaries during 2000 or 1999.

     Each of the  directors of the Company are  directors  of Southern  Security
Life Insurance Company,  which has a class of equity securities registered under
the Securities Exchange Act of 1934, as amended. In addition,  Scott M. Quist is
a director of Key Bank of Utah.

     All  directors of the Company hold office until the next annual  meeting of
stockholders, or until their successors have been elected and qualified.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth security  ownership  information of the Company's
Class A and Class C Common  Stock as of June 30,  2001,  (i) for persons who own
beneficially more than 5% of the Company's outstanding Class A or Class C Common
Stock, (ii) each director of the Company,  and (iii) for all executive  officers
and directors of the Company as a group.
<TABLE>
<CAPTION>

                                           Class A                     Class C            Class A and Class C
                                         Common Stock                Common Stock            Common Stock
                                         ------------                ------------            ------------
                                   Amount                      Amount                       Amount
Name and Address of             Beneficially      Percent    Beneficially      Percent    Beneficially    Percent
Beneficial Owner                   Owned         of Class      Owned          of Class       Owned       of Class
- -----------------                 -------        --------      -----          --------       -----       --------
<S>                              <C>              <c>         <C>               <C>         <C>           <C>
George R. Quist (1)(2)
4491 Wander Lane
Salt Lake City, Utah 84124       146,899          3.8%        229,562           4.0%        376,461        3.9%

George R. and Shirley C
Quist Family
Partnership, Ltd.(6)
4491 Wander Lane
Salt Lake City, Utah 84124       343,740          8.9%      2,760,704          47.9%      3,104,444       32.2%

Employee Stock
Ownership Plan (4)
5300 S. 360 W., Suite 250
Salt Lake City, Utah 84123       553,322         14.3%      1,277,690          22.2%      1,831,012       19.0%

William C. Sargent (1)(2)(3)
4974 Holladay Blvd
Salt Lake City, Utah 84117       117,109          3.0%        168,934           2.9%        286,043        3.0%

Scott M. Quist (3)
7 Wanderwood Way
Sandy, Utah 84092                107,429          2.8%         73,156           1.3%        180,585        1.9%

Charles L. Crittenden
2334 Filmore Avenue
Ogden, Utah 84401                  1,725           *          197,140           3.4%        198,865        2.1%

Robert G. Hunter, M.D
2 Ravenwood Lane
Sandy, Utah 84092                  2,088           *             -0-             *            2,088          *

H. Craig Moody
1782 East Faunsdale Dr.
Sandy, Utah 84092                    680           *             -0-             *             680           *

</TABLE>
<PAGE>



   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (Continued)
<TABLE>
<CAPTION>

                                            Class A                        Class C                 Class A and Class C
                                          Common Stock                   Common Stock                 Common Stock
                                          ------------                   ------------                 ------------
                                     Amount                         Amount                         Amount
Name and Address of              Beneficially      Percent       Beneficially    Percent       Beneficially   Percent
Beneficial Owner                     Owned        of Class          Owned        of Class          Owned     of Class
- -----------------                   -------       --------          -----        --------          -----     --------
<S>                               <C>             <C>             <C>          <C>           <C>             <C>
Norman G. Wilbur
2520 Horseman Drive
Plano, Texas 75025                    994             *              -0-           *              994            *

Associated Investors (5)
5300 S. 360 W. Suite 250
Salt Lake City, Utah 84123          76,345           2.0%           539,372       9.4%         615,717          6.4%

All directors and
executive officers
(7 persons)                        720,664          18.6%         3,429,496      59.5%       4,150,160         43.1%

*   Less than one percent
</TABLE>

          (1)  Does not  include  553,322  shares  of Class A Common  Stock  and
               1,277,690  shares of Class C Common Stock owned by the  Company's
               Employee Stock  Ownership  Plan (ESOP),  of which George R. Quist
               and William C. Sargent are the trustees and accordingly, exercise
               shared voting and investment powers with respect to such shares.

          (2)  Does not  include  76,345  shares  of Class A  Common  Stock  and
               539,372  shares  of Class C  Common  Stock  owned  by  Associated
               Investors, a Utah general partnership, of which these individuals
               are the  managing  partners  and,  accordingly,  exercise  shared
               voting and investment powers with respect to such shares.

          (3)  Does not include  109,137 shares of Class A Common Stock owned by
               the Company's 401(k) Retirement Savings Plan, of which William C.
               Sargent,  Scott M. Quist and  George R. Quist are  members of the
               Investment Committee and accordingly,  exercise shared voting and
               investment powers with respect to such shares.

          (4)  The  trustees of the  Employee  Stock  Ownership  Plan (ESOP) are
               George R.  Quist and  William C.  Sargent,  who  exercise  shared
               voting and investment powers.

          (5)  The managing partners of Associated Investors are George R. Quist
               and William C. Sargent, who exercise shared voting and investment
               powers.

          (6)  This stock is owned by the George R. and Shirley C. Quist  Family
               Partnership, Ltd., of which Mr. Quist is the general partner.

     The  Company's  officers  and  directors,  as  a  group,  own  beneficially
approximately 43.1% of the outstanding shares of the Company's Class A and Class
C Common Stock.


<PAGE>



                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Officer Compensation

     The  following  table sets forth,  for each of the last three fiscal years,
the compensation  received by George R. Quist, the Company's President and Chief
Executive Officer,  and all other executive officers  (collectively,  the "Named
Executive  Officers')  at  December  31,  2000,  whose  salary and bonus for all
services in all  capacities  exceed  $100,000 for the fiscal year ended December
31, 2000.

<TABLE>
<CAPTION>
                                            Summary Compensation Table
                                       Annual Compensation                              Long-Term  Compensation
                       --------------------------------------        ----------------------------------------------------
                                                                                  Awards                   Payouts
                                                                     ----------------------------------------------------
                                                           Other
                                                          Annual     Restricted    Securities      Long-Term   All Other
                                                          Compen-       Stock      Underlying      Incentive   Compensa-
Name and Principal PositionYear    Salary($)  Bonus($) sation($) (2)  Awards($)  Options/SARs(#)   Payout($)  tion($) (3)
- -------------------------------    ---------  -------- -------------  ---------  ---------------   ---------  -----------
<S>                       <C>      <C>        <C>          <C>          <C>         <C>               <C>      <C>
George R. Quist (1)        2000    147,204     20,200       2,400         0         50,000             0        5,281
  Chairman of the Board,   1999    147,204     20,200       2,400         0         50,000             0       20,247
  President and Chief      1998    137,454     20,200       2,400         0         50,000             0       12,084
  Executive Officer

William C. Sargent         2000    147,798     17,325       4,500         0         45,000             0          637
  Senior Vice President,   1999    148,058     17,325       4,500         0         45,000             0       16,879
  Secretary and            1998    130,329     17,325       4,500         0         45,000             0        5,286
  Director

Scott M. Quist (1)         2000    140,400     18,770       7,200         0         35,000             0          637
 First Vice President,     1999    129,400     18,770       7,200         0         35,000             0       15,201
  General Counsel          1998    119,025     18,770       7,200         0         35,000             0        7,257
  Treasurer and Director

</TABLE>

          (1) George R. Quist is the father of Scott M. Quist.

          (2)  The amounts indicated under "Other Annual  Compensation" for 2000
               consist of payments  related to the operation of  automobiles  by
               the Named  Executive  Officers.  However,  such  payments  do not
               include the  furnishing of an automobile by the Company to George
               R. Quist,  William C.  Sargent and Scott M. Quist nor the payment
               of insurance and property  taxes with respect to the  automobiles
               operated by the Named Executive Officers.

          (3)  The amounts indicated under "All Other  Compensation"  consist of
               (a)  amounts  contributed  by the  Company  into a trust  for the
               benefit of the Named Executive  Officers under the Employee Stock
               Ownership  Plan (for fiscal  2000,  such  amounts  were George R.
               Quist, $0; William C. Sargent,  $0; and Scott M. Quist,  $0); (b)
               matching contributions made by the Company pursuant to the 401(k)
               Retirement  Savings Plan in which all matching  contributions are
               invested in the Company's  Class A Common Stock (for fiscal 2000,
               such amounts were George R. Quist,  $0;  William C. Sargent,  $0;
               and Scott M. Quist, $0; (c) profit sharing  contributions made by
               the Company pursuant to the 401(k)  Retirement  Savings Plan (for
               fiscal 2000,  such amounts were George R. Quist,  $0;  William C.
               Sargent, $0; and Scott M. Quist, $0); (d) insurance premiums paid
               by the Company  with respect to a group life  insurance  plan for
               the benefit of the Named  Executive  Officers  (for fiscal  2000,
               $1,911 was paid for all Named  Executive  Officers as a group, or
               $637 each for George R.  Quist,  William C.  Sargent and Scott M.
               Quist);  and (e) life insurance  premiums paid by the Company for
               the  benefit  of the  family  of George R.  Quist  ($4,644).  The
               amounts  under "All Other  Compensation"  do not  include  the no
               interest  loan in the amount of $172,000 that the Company made to
               George R. Quist on April 29, 1998, to exercise stock options.


<PAGE>



     The  following  table sets forth  information  concerning  the  exercise of
options to acquire shares of the Company's  Common Stock by the Named  Executive
Officers  during  the  fiscal  year  ended  December  31,  2000,  as well as the
aggregate  number and value of unexercised  options held by the Named  Executive
Officers on December 31, 2000.

Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year  and  Fiscal  Year-End
Option/SAR Values
<TABLE>
<CAPTION>

                                                          Number of Securities Underlying        Value of Unexercised
                                                             Unexercised Options/SARs        In-the-Money Options/SARs at
                                                              at December 31, 2000(#)            December 31, 2000($)
                                                              -----------------------            --------------------
                     Shares Acquired          Value
Name                  on Exercise(#)      Realized ($)      Exercisable     Unexercisable     Exercisable    Unexercisable
- ----                  --------------      ------------      -----------     -------------     -----------    -------------
<S>                         <C>               <C>             <C>                <C>          <C>                 <C>
George R. Quist             0                 0               173,781            $0           $        0          $0
William C. Sargent          0                 0               248,850            $0             $ 11,494          $0
Scott M. Quist              0                 0               132,673            $0           $        0          $0
</TABLE>

Retirement Plans

     George R.  Quist,  who has been  Chairman,  President  and Chief  Executive
Officer of the Company since 1979, has a Deferred Compensation Agreement,  dated
December  8,  1988,  with  the  Company  (the  "Compensation  Agreement").  This
Compensation  Agreement  was amended  effective  January 2, 2001, to reflect the
following benefits.  The employment agreements between the Company and George R.
Quist be amended to adjust for  inflation in  accordance  with the United States
Consumer Index  commencing  January 2, 2002, and for each year thereafter of the
term of the  agreement  and  that  for the  year  2001  the  adjustment  for his
retirement is $60,000 per year instead of $50,000 per year. The agreements shall
also be amended to provide his  spouse,  in the event of his  pre-mature  death,
with health insurance coverage equivalent to that carried on executive personnel
with the coverage for the entire period of the agreement.  In the event of death
of George R. Quist and his spouse  prior to the  expiration  of the terms of the
agreement,  payments shall be paid to his estate or as otherwise directed by him
in writing.

     The Compensation Agreement further provides that the Board of Directors may
elect to pay the entire amount of deferred  compensation in the form of a single
lump-sum  payment  or other  installment  payments,  so long as the term of such
payments do not exceed 10 years.  However,  in the event Mr. Quist's  employment
with the Company is terminated  for any reason other than  retirement,  death or
disability, the entire deferred compensation shall be forfeited by him.

     William C. Sargent, who has been Senior Vice President of the Company since
1980,  has a Deferred  Compensation  Agreement  dated April 15,  1994,  with the
Company (the "Compensation Agreement").  This Compensation Agreement was amended
effective  January 2, 2001, to reflect the following  benefits.  The  employment
agreement  between the  Company and William C.  Sargent be amended to adjust for
inflation in accordance with the United States Consumer Index commencing January
2, 2002, and for each year  thereafter of the term of the agreement and that for
the year 2001 the  adjustment  for his retirement is $60,000 per year instead of
$50,000 per year. The agreements shall also be amended to provide his spouse, in
the event of his pre-mature death, with health insurance coverage  equivalent to
that carried on executive  personnel  with the coverage for the entire period of
the agreement.  In the event of death of William C. Sargent and his spouse prior
to the expiration of the terms of the  agreement,  payments shall be paid to his
estate or as otherwise directed by him in writing.

     The Compensation Agreement further provides that the Board of Directors may
elect to pay the entire amount of deferred  compensation in the form of a single
lump-sum  payment  or other  installment  payments,  so long as the term of such
payments do not exceed 10 years.  However, in the event Mr. Sargent's employment
with the Company is terminated  for any reason other than  retirement,  death or
disability, the entire deferred compensation shall be forfeited by him.

Employment Agreement

     The Company  maintains an  employment  agreement  with Scott M. Quist.  The
agreement,  which has a five-year term, was entered into in 1996, and renewed in
1997. Under the terms of the agreement,  Mr. Quist is to devote his full time to
the Company serving as the First Vice President,  General Counsel, and Treasurer
at not less than his current  salary and  benefits,  and to include  $500,000 of
life insurance protection. In the event of disability,  Mr. Quist's salary would
be continued for up to five years at 50% of its current level. In the event of a
sale or merger of the  Company,  and Mr.  Quist were not retained in his current
position,  the Company  would be  obligated  to  continue  Mr.  Quist's  current
compensation and benefits for seven years following the merger or sale.


<PAGE>



Director Compensation

     Directors of the Company (but not including  directors  who are  employees)
are paid a director's  fee of $8,400 per year by the Company for their  services
and are reimbursed for their expenses in attending board and committee meetings.
No  additional  fees are paid by the  Company  for  committee  participation  or
special assignments.

Employee 401(k) Retirement Savings Plan

     In 1995,  the  Company's  Board of  Directors  adopted a 401(k)  Retirement
Savings  Plan.  Under the terms of the 401(k)  Plan,  effective as of January 1,
1995, the Company may make discretionary  employer matching contributions to its
employees who choose to  participate  in the Plan.  The Plan allows the board to
determine  the amount of the  contribution  at the end of each  year.  The Board
adopted a  contribution  formula  specifying  that such  discretionary  employer
matching   contributions  would  equal  50%  of  the  participating   employee's
contribution to the Plan to purchase Company stock up to a maximum discretionary
employee  contribution of 1/2% of a participating  employee's  compensation,  as
defined by the Plan.

     All persons who have completed at least one year's service with the Company
and satisfy other plan  requirements  are eligible to  participate in the 401(k)
plan. All Company matching  contributions  are invested in the Company's Class A
Common Stock. The Company's matching contributions for 2000, 1999, and 1998 were
approximately  $0,  $3,858,  and  $7,000,  respectively.  Also,  the Company may
contribute at the  discretion  of the  Company's  Board of Directors an Employer
Profit  Sharing  Contribution  to the 401(k) plan.  The Employer  Profit Sharing
Contribution  shall be divided among three different  classes of participants in
the  plan  based  upon  the  participant's  title in the  Company.  All  amounts
contributed  to the plan are  deposited  into a trust  fund  administered  by an
independent trustee. The Company's  contributions to the plan for 2000, 1999 and
1998, were $0, $130,958 and $0, respectively.

Employee Stock Ownership Plan

     Effective  January 1, 1980, the Company adopted an employee stock ownership
plan (the "Ownership  Plan") for the benefit of career  employees of the Company
and its subsidiaries.  The following is a description of the Ownership Plan, and
is qualified in its entirety by the Ownership Plan, a copy of which is available
for inspection at the Company's offices.

     Under the  Ownership  Plan,  the  Company has  discretionary  power to make
contributions on behalf of all eligible employees into a trust created under the
Ownership Plan.  Employees  become eligible to participate in the Ownership Plan
when they have attained the age of 19 and have  completed one year of service (a
twelve-month  period in which the  employee  completes  at least  1,040 hours of
service). The Company's  contributions under the Ownership Plan are allocated to
eligible employees on the same ratio that each eligible employee's  compensation
bears to total  compensation  for all eligible  employees  during each year.  To
date,  the  Ownership  Plan  has  approximately  107  participants  and  had  no
contributions  payable to the Plan in 2000.  Benefits  under the Ownership  Plan
vest as follows: 20% after the third year of eligible service by an employee, an
additional 20% in the fourth, fifth, sixth and seventh years of eligible service
by an employee.

     Benefits  under the  Ownership  Plan will be paid out in one lump sum or in
installments in the event the employee becomes disabled,  reaches the age of 65,
or is  terminated  by the  Company  and  demonstrates  financial  hardship.  The
Ownership Plan  Committee,  however,  retains  discretion to determine the final
method of payment. Finally, the Company reserves the right to amend or terminate
the  Ownership  Plan at any  time.  The  trustees  of the trust  fund  under the
Ownership Plan are Messrs. George R. Quist and William C. Sargent.

1993 Stock Option Plan

     On June 21,  1993,  the Company  adopted the  Security  National  Financial
Corporation  1993 Stock Incentive Plan (the "1993 Plan"),  which reserves shares
of Class A Common Stock for issuance  thereunder.  The 1993 Plan was approved at
the annual  meeting of the  stockholders  held on June 21,  1993.  The 1993 Plan
allows the  Company to grant  options and issue  shares as a means of  providing
equity  incentives to key personnel,  giving them a proprietary  interest in the
Company and its success and progress.


<PAGE>

     The 1993 Plan  provides  for the grant of options  and the award or sale of
stock to officers,  directors,  and  employees of the Company.  Both  "incentive
stock  options," as defined under  Section 422A of the Internal  Revenue Code of
1986 (the "Code"),  and  "non-qualified  options" may be granted pursuant to the
1993 Plan. The exercise  prices for the options  granted are equal to or greater
than the fair market  value of the stock  subject to such options as of the date
of grant, as determined by the Company's Board of Directors. The options granted
under the 1993 Plan were to reward  certain  officers and key employees who have
been  employed  by the  Company  for a number of years  and to help the  Company
retain  these  officers  by  providing  them  with an  additional  incentive  to
contribute to the success of the Company.

     The 1993  Plan is to be  administered  by the  Board of  Directors  or by a
committee  designated by the Board. The terms of options granted or stock awards
or sales  effected  under  the 1993  Plan are to be  determined  by the Board of
Directors or its committee. The Plan provides that if the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Company  shall issue any shares of Common  Stock as a stock  dividend on its
outstanding  Common Stock, the number of shares of Common Stock deliverable upon
the exercise of Options  shall be increased  or decreased  proportionately,  and
appropriate adjustments shall be made in the purchase price per share to reflect
such subdivision, combination or stock dividend. No options may be exercised for
a term of more than ten years from the date of grant.

     Options  intended  as  incentive  stock  options  may  be  issued  only  to
employees,  and must meet certain  conditions  imposed by the code,  including a
requirement that the option exercise price be no less than the fair market value
of the  option  shares on the date of grant.  The 1993  Plan  provides  that the
exercise price for  non-qualified  options will be not less than at least 50% of
the fair  market  value of the stock  subject  to such  option as of the date of
grant of such options, as determined by the Company's Board of Directors.

     The 1993 Plan has a term of ten years.  The Board of Directors may amend or
terminate   the  1993  Plan  at  any  time,   subject  to  approval  of  certain
modifications  to the 1993 Plan by the  shareholders  of the  Company  as may be
required by law or the 1993 Plan. On November 7, 1996,  the Company  amended the
Articles of  Incorporation  as follows:  (i) to increase the number of shares of
Class A Common Stock  reserved for issuance  under the Plan from 300,000 Class A
shares to 600,000 Class A shares;  and (ii) to provide that the stock subject to
options, awards and purchases may include Class C Common Stock.

     On October  14,  1999,  the Company  amended the 1993 Plan to increase  the
number of shares of Class A Common Stock  reserved  for issuance  under the plan
from 746,126 Class A shares to 1,046,126 Class A shares.

2000 Director Stock Option Plan

     On October 16, 2000, the Company  adopted the 2000  Directors  Stock Option
Plan (the  "Director  Plan")  effective  November  1, 2000.  The  Director  Plan
provides  for the grant by the Company of options to purchase up to an aggregate
of 50,000 shares of Class A Common Stock for issuance  thereunder.  The Director
Plan provides that each member of the Company's Board of Directors who is not an
employee or paid consultant of the Company  automatically is eligible to receive
options to purchase the Company's Class A Common Stock under the Director Plan.

     Effective  as of November 1, 2000,  and on each  anniversary  date  thereof
during the term of the Director Plan, each outside director shall  automatically
receive an option to purchase 1,000 shares of Class A Common Stock. In addition,
each new outside  director  who shall  first join the Board after the  effective
date shall be granted an option to  purchase  1,000  shares  upon the date which
such person first  becomes an outside  director and an annual grant of an option
to purchase 1,000 shares on each anniversary date thereof during the term of the
Director  Plan.  The options  granted to outside  directors  shall vest in their
entirety on the first anniversary date of the grant. The primary purposes of the
Director  Plan are to  enhance  the  Company's  ability  to  attract  and retain
well-qualified  persons for service as directors  and to provide  incentives  to
such directors to continue their association with the Company.

     In the event of a merger of the Company with or into another company,  or a
consolidation,  acquisition  of  stock or  assets  or other  change  in  control
transaction  involving the Company,  each option  becomes  exercisable  in full,
unless such  option is assumed by the  successor  corporation.  In the event the
transaction  is not  approved by a majority of the  "Continuing  Directors"  (as
defined in the Director Plan),  each option becomes fully vested and exercisable
in full immediately  prior to the consummation of such  transaction,  whether or
not assumed by the successor corporation.


<PAGE>

Report of the Audit Committee

     The  Company  has an Audit  Committee  consisting  of three  non-management
directors,  Charles L. Crittenden,  H. Craig Moody,  and Norman G. Wilbur.  Each
member of the  Audit  Committee  is  considered  independent  and  qualified  in
accordance with  applicable  independent  director and audit  committee  listing
standards.

     The  Company's  Board of  Directors  has adopted a written  charter for the
Audit  Committee  and  included  such  charter  as an  appendix  to  this  Proxy
Statement.

     During  the year  2000,  the  Audit  Committee  met two  times.  The  Audit
Committee has met with management and discussed the Company's internal controls,
the quality of the Company's  financial  reporting,  the results of internal and
external audit examinations,  and the audited financial statements. In addition,
the Audit Committee has met with the Company's  independent  auditors,  Tanner +
Co., and discussed all matters required to be discussed by the auditors with the
Audit Committee under Statement on Auditing Standards No. 61 (communication with
audit committees).  The Audit Committee received and discussed with the auditors
their  annual  written  report on their  independence  from the  Company and its
management,  which is made under  Independence  Standards  Board  Standard No. 1
(independence  discussions  with  audit  committees),  and  considered  with the
auditors  whether the  provision of  financial  information  systems  design and
implementation  and other  non-audit  services  provided  by them to the Company
during 2000 was compatible with the auditors' independence.

     In  performing  these  functions,  the  Audit  Committee  acts  only  in an
oversight  capacity.  In its oversight role, the Audit  Committee  relies on the
work and assurances of the Company's  management,  which is responsible  for the
integrity of the Company's  internal  controls and its financial  statements and
reports,  and  the  Company's  independent  auditors,  who are  responsible  for
performing  an  independent  audit  of the  Company's  financial  statements  in
accordance with general accepted auditing  standards and for issuing a report on
these financial statements.

     Pursuant  to  the  reviews  and  discussions  described  above,  the  Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements  be  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the Securities and Exchange
Commission.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers,  directors and persons who own more than 10% of any class of
the  Company's  Common Stock to file reports of ownership and reports of changes
of the Company's Common Stock. For fiscal 2000, Dr. Robert G. Hunter, a director
of the Company, through an oversight,  filed one late stock purchase transaction
report  covering  four  transactions;  and Norman G.  Wilbur,  a director of the
Company, through an oversight,  filed one late stock purchase transaction report
covering two transactions.

          RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

                                   Proposal 2

     The  independent  public  accounting  firm of  Tanner  + Co.  has  been the
Company's  independent  accountants since December 31, 1999. The Audit Committee
has  recommended  and the Board of  Directors  has  appointed  Tanner + Co.  for
purposes of auditing the  consolidated  financial  statements of the Company for
the fiscal year ending December 31, 2001. It is anticipated that representatives
of Tanner + Co.  will be present at the Annual  Meeting  and will be provided an
opportunity  to make a statement if they desire,  and to be available to respond
to appropriate questions.

     The Board of Directors recommends that stockholders vote "FOR" ratification
of the appointment of Tanner + Co. as the Company's independent  accountants for
fiscal year ending December 31, 2001.

<PAGE>

                AUDIT FEES, FINANCIAL INFORMATION SYSTEMS DESIGN
                   AND IMPLEMENTATION FEES AND ALL OTHER FEES


     Fees for the year 2000 annual  audit and  related  quarterly  reviews  were
approximately $93,000, and all other fees were approximately $-0-.

                                  OTHER MATTERS

     The  Company  knows of no other  matters  to be  brought  before the Annual
Meeting,  but if other  matters  properly  come  before the  meeting,  it is the
intention of the persons  named in the enclosed form of Proxy to vote the shares
they represent in accordance with their judgment.

                     ANNUAL REPORT AND FINANCIAL STATEMENTS

     You are  referred  to the  Company's  annual  report,  including  financial
statements,  for the fiscal year ended  December 31, 2000.  The annual report is
incorporated  in this Proxy  Statement and is not to be  considered  part of the
soliciting  material.   The  Company  will  provide,   without  charge  to  each
stockholder  upon written  request,  a copy of the Company's  Annual Report Form
10-K as filed with the  Securities  and Exchange  Commission for the fiscal year
ended  December 31, 2000.  Such  requests  should be directed to Mr.  William C.
Sargent, Senior Vice President and Secretary, at P.O. Box 57250, Salt Lake City,
Utah 84157-0250.

                 DEADLINE FOR RECEIPT OF STOCKHOLDER'S PROPOSALS
                   FOR ANNUAL MEETING TO BE HELD IN JUNE, 2002

     Any proposal by a stockholder  to be presented at the Company's next Annual
Meeting of Stockholders  expected to be held in June,  2002, must be received at
the offices of the Company, P.O. Box 57250, Salt Lake City, Utah 84157-0250,  no
later than March 31, 2002.

                                      By order of the Board of Directors,


                                      William C. Sargent
                                      Senior Vice President and Secretary

Salt Lake City, Utah, August 31, 2001


<PAGE>



             PROXY - SECURITY NATIONAL FINANCIAL CORPORATION - PROXY
                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
                              CLASS C COMMON STOCK

     The undersigned Class C common  stockholder of Security National  Financial
Corporation (the "Company") acknowledges receipt of the Notice of Annual Meeting
of the Stockholders to be held on October 4, 2001, at 5300 South 360 West, Suite
250, Salt Lake City,  Utah, at 11:30 a.m.  Mountain  Daylight  Time,  and hereby
appoints Messrs.  George R. Quist, Scott M. Quist and William C. Sargent, or any
of them, each with full power of substitution,  as attorneys and proxies to vote
all the shares of the undersigned at said Annual Meeting of Stockholders  and at
all  adjournments or postponements  thereof,  hereby ratify and confirm all that
said  attorneys  and  proxies may do or cause to be done by virtue  hereof.  The
above-named   attorneys   and  proxies  are   instructed  to  vote  all  of  the
undersigned's shares as follows:

     1. To elect  five of the seven  directors  to be voted  upon by Class A and
Class C common stockholders together:

           [ ] FOR all nominees listed below (except as marked to the
               contrary below)
           [ ] WITHHOLD AUTHORITY to vote for all nominees listed below.

(INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)

            Charles L. Crittenden, Robert G. Hunter, M.D., George R. Quist
                    William C. Sargent and Norman G. Wilbur

     2.   To ratify the appointment of Tanner + Co. as the Company's independent
          accountants for the fiscal year ending December 31, 2001;

                          [  ]  FOR                  [ ]  AGAINST

     3.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment thereof.


THIS PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE VOTED AS DIRECTED  HEREIN BY THE
UNDERSIGNED  STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.

Dated                                                 , 2001

- ------------------------------------------------------------------------
Signature of Stockholder

- ------------------------------------------------------------------------
Signature of Stockholder

Please sign your name exactly as it appears on your share certificate. If shares
are held  jointly,  each holder  should  sign.  Executors,  trustees,  and other
fiduciaries should so indicate when signing.  Please sign, date, and return this
Proxy Card immediately.

NOTE:  Securities  dealers or other  representatives  please state the number of
shares voted by this Proxy.

<PAGE>


             PROXY - SECURITY NATIONAL FINANCIAL CORPORATION - PROXY
                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
                              CLASS A COMMON STOCK

     The undersigned Class A common  stockholder of Security National  Financial
Corporation (the "Company") acknowledges receipt of the Notice of Annual Meeting
of the Stockholders to be held on October 4, 2001, at 5300 South 360 West, Suite
250, Salt Lake City,  Utah, at 11:30 a.m.,  Mountain  Daylight  Time, and hereby
appoints Messrs.  George R. Quist, Scott M. Quist and William C. Sargent, or any
of them, each with full power of substitution,  as attorneys and proxies to vote
all the shares of the undersigned at said Annual Meeting of Stockholders  and at
all adjournments or postponements thereof, hereby ratify and confirming all that
said  attorneys  and  proxies may do or cause to be done by virtue  hereof.  The
above-named   attorneys   and  proxies  are   instructed  to  vote  all  of  the
undersigned's shares as follows:

     1.   To elect two directors to be voted upon by Class A common stockholders
          voting separately as a class:

          [ ] FOR all nominees listed below (except as marked to the
              contrary below)
          [ ] WITHHOLD AUTHORITY to vote for all nominees listed below

(INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)

                        H. Craig Moody and Scott M. Quist

     2.   To elect the remaining  five directors to be voted upon by Class A and
          Class C common stockholders together:

          [ ] FOR all nominees listed below (except as marked to the
              contrary below)
          [ ] WITHHOLD AUTHORITY to vote for all nominees listed below

(INSTRUCTION: to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below.)

         Charles L. Crittenden, Robert G. Hunter, M.D., George R. Quist
                    William C. Sargent and Norman G. Wilbur

     3.   To ratify the appointment of Tanner + Co. as the Company's independent
          accountants for the fiscal year ending December 31, 2001;

                     [  ]  FOR                 [ ]  AGAINST

     4.   To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment thereof.

THIS PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE VOTED AS DIRECTED  HEREIN BY THE
UNDERSIGNED  STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE NOMINEES LISTED IN PROPOSALS 1 and 2 ABOVE AND FOR PROPOSAL 3.

Dated                                    , 2001
- ------------------------------------------------------------------------

Signature of Stockholder

- ------------------------------------------------------------------------
Signature of Stockholder

Please sign your name exactly as it appears on your share certificate. If shares
are held  jointly,  each holder  should  sign.  Executors,  trustees,  and other
fiduciaries should so indicate when signing.  Please sign, date, and return this
Proxy Card immediately.

NOTE:  Securities  dealers or other  representatives  please state the number of
shares voted by this Proxy.

<PAGE>


                                                                        ANNEX A

                                     CHARTER
                                     OF THE
                                 AUDIT COMMITTEE
                                     OF THE
                               BOARD OF DIRECTORS

                     SECURITY NATIONAL FINANCIAL CORPORATION

                              Adopted June 13, 2000


I.   Purpose

     The  Purpose  of the  Audit  Committee  (the  "Committee")  of the Board of
Directors  (the  "Board")  of  Security  National  Financial   Corporation  (the
"Company")  is to assist the Board in  fulfilling  its  statutory  and fiduciary
oversight  responsibilities  relating  to the  Company's  financial  accounting,
reporting and controls. The Committee's principal functions are to:

     (a)  Monitor the  periodic  reviews of the adequacy of the  accounting  and
          financial reporting processes and systems of internal control that are
          conducted by the  Company's  independent  auditors,  and the Company's
          financial and senior management.

     (b)  Review and evaluate the  independence and performance of the Company's
          independent auditors.

     (c)  Facilitate communication among the Company's independent auditors, the
          Company's financial and senior management, and the Board.

     (d)  Exercise an active  oversight  role with respect to the internal audit
          function.

     The Committee  will fulfill these  functions  primarily by carrying out the
activities  enumerated  in Part IV of this  charter.  In order  to  serve  these
functions, the Committee shall have unrestricted access to Company personnel and
documents,  and shall have  authority to direct and  supervise an  investigation
into any matters  within the scope of its duties,  including the power to retain
outside counsel in connection with any such investigation.

     While the Audit Committee has the  responsibilities and powers set forth in
this charter,  it is not the duty of the Committee to plan or conduct  audits or
to determine that the Company's  financial  statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the Company's independent  auditors.  Nor is it
the duty of the Committee to conduct  investigations,  to resolve disagreements,
if any, between management and its independent  auditors or to assure compliance
with laws and regulations and the Company's policies and procedures.

II.   Membership

     All members of the  Committee  will be appointed by, and shall serve at the
discretion  of, the Board.  Unless a Chair is  elected  by the full  Board,  the
members of the Committee may designate a Chair by majority vote of the Committee
membership.

     As of the date this  charter  is  adopted  and  until  June 13,  2001,  the
Committee  shall  consist  of at least  two  members  of the  Board.  At least a
majority of the members  shall be persons who are not  officers or  employees of
the Company or any subsidiary and who do not have any other relationship  which,
in the opinion of the Board of Directors,  would  interfere with the exercise of
independent judgment in carrying out the  responsibilities of a director.  As of
June 14,  2001,  the  Committee  shall  consist of three or more  members of the
Board,  with the exact number being determined by the Board.  Each member of the
Committee  shall be  'independent'  as defined by the rules of The Nasdaq  Stock
Market,  as they may be  amended  from  time to time  (the  "Rules"),  except as
otherwise  permitted by such Rules.  Each member of the Committee shall have the
ability to read and understand  fundamental financial statements (or become able
to do so within a reasonable  time after joining the Committee) and at least one
member  shall have prior  experience  in  accounting,  financial  management  or
financial oversight, as required by the Rules.

III.       Meetings

     Meetings of the Committee  shall be held from time to time as determined by
the Board. The Committee should periodically meet with the independent  auditors
out of the presence of  management  about  internal  controls,  the fullness and
accuracy of the Company's  financial  statements  and any other matters that the
Committee  or these  groups  believe  should  be  discussed  privately  with the
Committee. The Committee members, or the Chair of the Committee on behalf of all
of the Committee members, should communicate with management and the independent
auditors on a quarterly  basis in connection  with their review of the Company's
financial statements.

IV.   Responsibilities and Duties - Independent Auditors

     The following shall be the principal  recurring  processes of the Committee
in carrying out its oversight responsibilities. These processes are set forth as
a guide  with  the  understanding  that the  Committee  may  supplement  them as
appropriate and may establish  policies and procedures from time to time that it
deems necessary or advisable in fulfilling its responsibilities.

     1.   Review  the  Company's  quarterly  and  annual  financial  statements,
          including any report or opinion by the independent auditors.

     2.   In  connection  with the  Committee's  review of the annual  financial
          statement:

          (a)  Discuss  with  the   independent   auditors  and  management  the
               financial statements and the results of the independent auditors'
               audit of the financial statements.

          (b)  Discuss any items required to be  communicated by the independent
               auditors in accordance with SAS 61, as amended. These discussions
               should  include the  independent  auditors'  judgments  about the
               quality  and   appropriateness   of  the   Company's   accounting
               principles,  the  reasonableness  of significant  judgments,  the
               clarity of the disclosures in the Company's financial  statements
               and any significant difficulties encountered during the course of
               the audit,  including  any  restrictions  on the scope of work or
               access to required information.

     3.   In connection with the Committee's  review of the quarterly  financial
          statements:

          (a)  Discuss with the independent  auditors and management the results
               of the  independent  auditors'  SAS 71  review  of the  quarterly
               financial statements.

          (b)  Discuss  significant  issues,  events  and  transactions  and any
               significant changes regarding accounting  principles,  practices,
               judgments  or  estimates  with  management  and  the  independent
               auditors,   including   any   significant   disagreements   among
               management and the independent auditors.

     4.   Discuss any comments or  recommendations  of the independent  auditors
          outlined in their  annual  management  letter.  Approve a schedule for
          implementing any recommended  changes and monitor  compliance with the
          schedule.

     5.   Discuss  with the  independent  auditors and  management  the periodic
          reviews of the  adequacy of the  Company's  accounting  and  financial
          reporting  processes  and systems of internal  control,  including the
          adequacy of the systems of  reporting  to the audit  committee by each
          group.

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     6.   Periodically consult with the independent auditors out of the presence
          of management  about internal  controls,  the fullness and accuracy of
          the  Company's  financial  statements  and any other  matters that the
          Company or these groups believe should be discussed privately with the
          Committee.

     7.   Review the independence  and performance of the independent  auditors.
          Recommend to the Board of Directors  the  appointment  or discharge of
          the independent auditors.

     8.   Communicate  with  the  Company's   independent   auditors  about  the
          Company's  expectations  regarding its relationship with the auditors,
          including  the  following:  (i)  the  independent  auditors'  ultimate
          accountability to the Board and the Committee,  as  representatives of
          the  Company's  shareholders;  and (ii)  the  ultimate  authority  and
          responsibility of the Board and the Committee to select, evaluate and,
          where appropriate, replace the independent auditors.

     9.   Review and approve  processes and  procedures to ensure the continuing
          independence of the Company's  independent  auditors.  These processes
          shall include  obtaining and  reviewing,  on an annual basis, a letter
          from the independent auditors describing all relationships between the
          independent  auditors  and the  Company  required to be  disclosed  by
          Independence  Standards Board Standard No. 1, reviewing the nature and
          scope of such  relationships and discontinuing any relationships  that
          the  Committee  believes  could  compromise  the  independence  of the
          auditors.

     10.  Review the independent auditor's audit plan.

     11.  Approve the fees and other significant  compensation to be paid to the
          independent auditors.

V.   Responsibilities and Duties - Internal Audit

     1.    The audit committee meets with the Controller and senior management
           to review the audit plan and help ensure the effectiveness of overall
           controls.

     2    The audit committee  receives  briefing on internal audit  activities,
          including significant conditions and weaknesses.

     3.   Periodically  consult  with  the  Controller  out of the  presence  of
          management about internal controls.

VI.   Other Matters

     1.   Periodically  review the status of any legal matters that could have a
          significant impact on the Company's financial statements.

     2    Annually prepare a report to the Company's  stockholders for inclusion
          in the Company's  annual proxy  statement as required by the rules and
          regulations of the Securities and Exchange Commission,  as they may be
          amended from time to time.

     3.   Maintain minutes of meetings and  periodically  report to the Board of
          Directors  on   significant   matters   related  to  the   Committee's
          responsibilities.

     4.   Review and reassess the adequacy of the  Committee's  charter at least
          annually,  Submit the charter to the Company's  Board of Directors for
          review  and  include  a copy  of the  charter  as an  appendix  to the
          Company's  proxy statement as required by the rules and regulations of
          the  Securities and Exchange  Commission,  as they may be amended from
          time to time (currently, once every three years).


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     5    Perform any other  activities by applicable law, rules or regulations,
          including the rules of the Securities and Exchange  Commission and any
          stock  exchange  or  market  on which the  Company's  Common  Stock is
          listed,  and perform other  activities  that are consistent  with this
          charter,  the Company's Bylaws and governing laws, as the Committee or
          the Board deems necessary or appropriate.

VII.  Minutes

     The Committee will maintain written minutes of its meetings,  which will be
filed within the  Company's  minute books along with the minutes of the meetings
of the Board.  The Committee  also will issue reports as required to comply with
the SEC proxy rules and other applicable laws and regulations.


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