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<SEC-DOCUMENT>0000318673-06-000005.txt : 20060112
<SEC-HEADER>0000318673-06-000005.hdr.sgml : 20060112
<ACCEPTANCE-DATETIME>20060111182414
ACCESSION NUMBER:		0000318673-06-000005
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20051231
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060112
DATE AS OF CHANGE:		20060111

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SECURITY NATIONAL FINANCIAL CORP
		CENTRAL INDEX KEY:			0000318673
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				870345941
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09341
		FILM NUMBER:		06525714

	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>8-K
<SEQUENCE>1
<FILENAME>sslic8k.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K




                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of Earliest Event Reported): December 31, 2005



                     SECURITY NATIONAL FINANCIAL CORPORATION
             (Exact name of registrant as specified in this Charter)



Utah  0-9341   87-0345941   (State  or  other   jurisdiction  of  incorporation)
(Commission File Number) (IRS Employer Identification No.)



5300 South 360 West,  Salt Lake City, Utah                  84123
- ------------------------------------------                 ---------
(Address of principal executive offices)                  (Zip Code)



Registrant's Telephone Number, Including Area Code:  (801) 264-1060
                                                     --------------





                                 Does Not Apply
          (Former name or former address, if changed since last report)



<PAGE>







ITEM 1.01.  Registrant's Business and Operations.

     Reinsurance Agreement Between Security National Life Insurance Company
                  and Southern Security Life Insurance Company

     On  December  31,  2005,  Security  National  Financial   Corporation  (the
"Company"), through its subsidiaries,  Security National Life Insurance Company,
a Utah domiciled life insurance  company,  and Southern  Security Life Insurance
Company, a Florida domiciled life insurance company,  entered into a reinsurance
agreement to reinsure the remaining in force business of Southern  Security Life
Insurance  Company to Security  National  Life  Insurance  Company to the extent
permitted  by the  Florida  Office  of  Insurance  Regulation.  The  assets  and
liabilities  reinsured under the reinsurance  agreement will be deposited into a
trust  account,  in which  Zions First  National  Bank agrees to act as trustee.
Under the terms of the reinsurance agreement,  in the event of the insolvency of
Security  National Life Insurance  Company,  Zions First National Bank will hold
the assets and liabilities in trust for purposes of administration of the assets
and liabilities with respect to such insolvency.

     The  Florida  Office of  Insurance  Regulation  approved  the  reinsurancxe
agreement on December 28, 2005. As a result of the execution of the  reinsurance
agreement,  all of the insurance  business and  operations of Southern  Security
Life Insurance  Company will be transferred to Security  National Life Insurance
Company,  as  reinsurer,  as of December 31,  2005,  the  effective  date of the
agreement.  Any future  insurance  business by Southern  Security Life Insurance
Company  will be covered by this  reinsurance  agreement.  All of the  insurance
business and operations of Southern Security Life Insurance  Company,  including
its assets and  liabilities,  will be  transferred  to  Security  National  Life
Insurance  Company  under the terms of the  reinsurance  agreement,  except  for
approximately  $3,500,000  in capital and surplus that  Southern  Security  Life
Insurance  Company will continue to hold in order to remain  qualified as a life
insurance  company  for  federal  income  tax  purposes.   Thus,   approximately
$45,197,000 in assets and liabilities will be transferred from Southern Security
Life Insurance  Company to Security  National Life Insurance Company pursuant to
the reinsurance agreement.

          Dividend Payment by Southern Security Life Insurance Company
                   to Security National Life Insurance Company

     Also,  on December 31,  2005,  Southern  Security  Life  Insurance  Company
declared a dividend to Security National Life Insurance Company in the amount of
approximately  $7,145,000.  Following the payment of the dividend, the remaining
capital  and  surplus  of  Southern  Security  Life  Insurance  Company  will be
approximately  $3,500,000,  which is a  sufficient  amount in order for Southern
Security Life Insurance Company to maintain its status as an admitted insurer in
good standing in the state of Florida.  On December 28, 2005, the Florida Office
of Insurance Regulation approved the request by Security National Life Insurance
Company and Southern Security Life Insurance Company for the dividend payment.

        Sale or Merger Involving Southern Security Life Insurance Company

     The Company  expects that  Southern  Security Life  Insurance  Company will
either be sold to an unrelated  business entity or merged with Security National
Life  Insurance  Company  during  fiscal  2006.  On December 12, 2005, a plan of
liquidation  was approved by the Company's Board of Directors in anticipation of
such sale or merger.  The  Company  expects  the sale or merger to be  completed
prior to December 31, 2006.

ITEM 9.01.  Financial Statements and Exhibits


      (c)  Exhibits

          10.1 Reinsurance  Agreement  between Security  National Life Insurance
               Company and Southern Security Life Insurance Company.

          10.2 Trust Agreement among Security  National Life Insurance  Company,
               Southern Security Life Insurance Company and Zions First National
               Bank.



<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                     SECURITY NATIONAL FINANCIAL CORPORATION
                                  (Registrant)



Date: January 10, 2006           By: /s/ Scott M. Quist
                                 ----------------------
                                 Scott M. Quist
                                President and Chief Operating Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>sslicexhibit1.txt
<TEXT>
                              REINSURANCE AGREEMENT

                                     Between

                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

                              of Lake Mary, Florida

                                       and

                    SECURITY NATIONAL LIFE INSURANCE COMPANY

                             of Salt Lake City, Utah


<PAGE>


                                TABLE OF CONTENTS

                                    ARTICLES

I.    GENERAL PROVISIONS................................................... 1

II.   DURATION OF RISK..................................................... 4

III.  PREMIUMS AND CONSIDERATIONS.......................................... 4

IV.   BENEFIT PAYMENTS..................................................... 5

V.    ACCOUNTING AND SETTLEMENTS........................................... 5

VI.   ARBITRATION.......................................................... 6

VII.  INSOLVENCY........................................................... 7

VIII. DAC TAX PROVISION.................................................... 8

IX.   MISCELLANEOUS PROVISIONS............................................. 9

X.    EXECUTION AND EFFECTIVE DATE........................................ 10


                                    SCHEDULES

A.    POLICIES AND RISKS REINSURED

B.    REINSURANCE PREMIUMS

C.    COMMISSION AND EXPENSE ALLOWANCE

D.    MONTHLY REPORT OF ACTIVITY AND SETTLEMENTS

                                    EXHIBITS

1. TRUST AGREEMENT





<PAGE>


                              REINSURANCE AGREEMENT

     THIS AGREEMENT (the  "Agreement") is made and entered into,  effective this
31st day of December,  2005, by and between  SOUTHERN  SECURITY  LIFE  INSURANCE
COMPANY, a Florida domiciled insurance company  (hereinafter  referred to as the
"Company")  and SECURITY  NATIONAL  LIFE  INSURANCE  COMPANY,  a Utah  domiciled
insurance company (hereinafter referred to as the "Reinsurer").

     The Company and the Reinsurer  mutually  agree to reinsure on the terms and
conditions stated herein. This Agreement is an indemnity  reinsurance  agreement
solely between the Company and the Reinsurer and  performance of the obligations
of each party under this Agreement  shall be rendered solely to the other party.
In addition,  this Agreement  supersedes and replaces those certain  Reinsurance
Agreements  previously entered into between the Company and Reinsurer on October
1, 2003 and October 1, 2004.

                                    ARTICLE I

                               GENERAL PROVISIONS

     1. Contracts and Risks Reinsured. The Reinsurer agrees to indemnify and the
Company  agrees to transfer  risk to the  Reinsurer,  according to the terms and
conditions hereof, the risks described in Schedule A hereto,  which are in force
on the  effective  date  (the  "Effective  Date")  of this  Agreement;  subject,
however, to the same rights, offsets, counterclaims, crossclaims and defenses as
are available to the Company.  No such offsets,  counterclaims,  crossclaims  or
defenses are waived but the same are expressly  preserved,  and Reinsurer is and
shall be fully subrogated thereto,  either in its own name or in the name of the
Company,  and  whether  the  name be now  known to  exist  or may  hereafter  be
discovered.

     2. Coverages and Exclusions.  Only risks under the life insurance  policies
referred to in Schedule A, are reinsured under this Agreement.

     3.  Plan  of  Reinsurance.  This  indemnity  reinsurance  shall  be on  the
coinsurance plan. The Company and the Reinsurer shall establish,  maintain,  and
place all assets held in relation to the  reserves in trust in  accordance  with
the terms of a certain Trust  Agreement,  a copy of which is attached  hereto as
Exhibit 1 and by this  reference  is made a part  hereof.  The  assets are to be
accounted for using statutory accounting  principles of the state of domicile of
the Reinsurer.  On the Effective Date of this Agreement,  the assets transferred
to the Reinsurer shall be equal to the amount of reserves transferred thereunto.

     4. Reserves. The expression net reserves,  prior to the application of this
treaty,  whenever  used,  shall mean the  statutory  reserves,  net of  existing
reinsurance  ceded under all treaties in effect  excluding  this  treaty,  which
would  have been  reported  by the  Company on its NAIC  Convention  Blank as of
December 31, 2005,  with respect to the policies  reinsured  hereunder,  if this
treaty were not in effect.

     The expression net due and deferred  premiums,  prior to the application of
this  treaty,  shall  mean  the  due  and  deferred  premiums,  net of  existing
reinsurance  ceded under all treaties in effect  excluding  this  treaty,  which
would have been held by the Company on its NAIC Convention  Blank as of December
31, 2005, with respect to the policies reinsured hereunder,  if this treaty were
not in effect.

     The expression net policy loans,  prior to the  application of this treaty,
shall  mean the  policy  loans,  net of  existing  reinsurance  ceded  under all
treaties in effect excluding this treaty,  which would have been reported by the
Company on its NAIC  Convention  Blank as of December 31, 2005,  with respect to
the policies reinsured hereunder, if this treaty were not in effect.

     The expression  advance premiums,  prior to the application of this treaty,
shall mean the advance  premiums,  net of existing  reinsurance  ceded under all
treaties in effect excluding this treaty,  which would have been reported by the
Company on its NAIC  Convention  Blank as of December 31, 2005,  with respect to
the policies reinsured hereunder, if this treaty were not in effect.

     5.  Commission  and  Expense  Allowance.  There is to be a  commission  and
expense  allowance equal to actual premium taxes paid,  actual sales  commission
paid and other administrative expenses, in accordance with Schedule C.

     6. Extracontractual  Damages. In no event shall the Reinsurer indemnify nor
be liable for any  extracontractual  damages or liability of any kind whatsoever
resulting  from,  but not  limited  to, the  Company's  negligent,  reckless  or
intentional  wrongs,  fraud,  oppression,  bad  faith or strict  liability.  The
Reinsurer  shall  indemnify  the  Company  for any  extracontractual  damages or
liability  of any  kind  whatsoever  resulting  from  but not  limited  to,  the
Reinsurer's  or its agents'  neglect,  reckless  or  intentional  wrong,  fraud,
oppression,  bad  faith or  strict  liability.  The  following  liabilities  are
examples of liabilities that would be considered extracontractual:  compensatory
damages, damages for emotional distress, and punitive or exemplary damages.

     7. Contract  Administration.  The Reinsurer shall  administer the contracts
reinsured  hereunder and shall perform all accounting,  collection and all other
administrative functions at the expense of the Reinsurer. The Company shall make
the use of its name available in such  administration  and shall  otherwise make
available all records and other material needed in such administration.

     8. Inspection.  At any reasonable  time, the Reinsurer may inspect,  during
normal business hours,  at the principal  office of the Company,  the papers and
any and all other  books or  documents  of the Company  relating to  reinsurance
under this Agreement.  At any reasonable  time, the Company may inspect,  during
normal business hours, at the principal office of the Reinsurer,  the papers and
any and all other books or documents of the  Reinsurer  relating to  reinsurance
under  this  Agreement.  Neither  the  Company  nor the  Reinsurer  will use any
information  obtained  through  any  inspection  pursuant  to this  section  for
purposes not relating to reinsurance under this Agreement.

     9. Condition.  The reinsurance hereunder is subject to the same limitations
and  conditions  as the  contracts  written by the  Company  that are  reinsured
hereunder, except as otherwise provided in this Agreement.

     10. Misunderstandings and Oversights.  If any failure to pay amounts due or
to perform any other act required by this Agreement is unintentional  and caused
by misunderstanding and oversight, the Company and the Reinsurer will adjust the
situation to what it would have been had the  misunderstanding  or oversight not
occurred.

     11. Age Adjustment.  If the Company's  liability under any of the contracts
reinsured  under this Agreement is changed because of a misstatement of age, the
Reinsurer  will share in the  change  proportionately  to the  amount  reinsured
hereunder,  and the Company and the Reinsurer will make any and all proportional
adjustments thereunto.

     12.  Reinstatements.  If a contract  reinsured  hereunder that was reduced,
terminated, or lapsed, and is subsequently reinstated,  the reinsurance for such
contract  under this Agreement  will be reinstated  automatically  to the amount
that would be in force if the  contract  had not been  reduced,  terminated,  or
lapsed.  The Company will pay to the  Reinsurer  the  Reinsurer's  proportionate
share of all amounts collected from, or charged to, the insured.

     13.  Amendments.  This Agreement shall be amended only by written agreement
of the parties.

     14.  Policies,  Contracts.  The words policy or  policies,  and contract or
contracts  as used  herein  shall  have the same  meaning.  The  Company  hereby
warrants and represents that the contracts  reinsured  hereunder comply with all
applicable laws and regulations,  including federal income tax regulations,  and
have so complied since the date of issuance.

     15. Policyholder Information.  The Company shall not sell, distribute or in
any  way use the  policyholder  information  on  contracts  reinsured  hereunder
without the prior approval of the Reinsurer.

     16.  Assumption  Reinsurance.  It is contemplated  that the Company will be
sold to a third party or merged into the  Reinsurer by December  31, 2006.  Upon
such event, or by mutual agreement of the Company and Reinsurer,  this Agreement
may be converted to an Assumption  Reinsurance Agreement pending approval of the
Florida  Office  of  Insurance  Regulation,  on the day  prior to the  change in
control or agreement .

     17.  Reinsurance  With Other  Companies.  Existing  reinsurance  with other
insurance companies on the policies specified in Schedule A shall be retained by
the  Company,  except as agreed upon in writing by Reinsurer  and  Company.  Any
amounts paid to other  reinsurance  companies  shall be fully  reimbursed by the
Reinsurer.  Any amounts  received by the Company from other insurance  companies
will be paid to the Reinsurer.

                                   ARTICLE II

                                DURATION OF RISK

     1. Duration.  Except as otherwise provided herein,  this Agreement shall be
unlimited in duration and the Company and the  Reinsurer  shall have no right to
terminate it.

     2.  Reinsurer's  Liability.  The liability of the Reinsurer with respect to
any contract  reinsured  hereunder  will begin  simultaneously  with that of the
Company, but not prior to the Effective Date of this Agreement.  The Reinsurer's
liability with respect to any contract  reinsured  hereunder will terminate with
that of the  Company on the date the  Company's  liability  on such  contract is
terminated.

     3. Recapture. Contracts reinsured under this Agreement are not eligible for
recapture.

     4. Contract Changes.  The Company will not make any contract changes in any
policies reinsured  hereunder except as required by law or as mutually agreed to
by the Company and the Reinsurer.

                                   ARTICLE III

                           PREMIUM AND CONSIDERATIONS

     1. Net  Reserves.  On the  Effective  Date of this  Agreement,  the Company
agrees  to pay the  Reinsurer  as a  reserve  transfer  an  amount  equal to the
adjusted net reserves,  on the Effective  Date of this Agreement with respect to
the  liabilities  reinsured as of such date and described in Schedule A less the
ceding allowance. Adjusted net reserves are calculated as net reserves, prior to
the application of this treaty,  minus net due and deferred  premiums,  prior to
the application of this treaty,  minus policy loans, prior to the application of
this treaty, plus advance premiums, prior to the application of this treaty.

     2. Ceding Allowance. On the Effective Date of this Agreement, the Reinsurer
agrees to pay the Company a ceding  allowance  equal to Ten Dollars  ($10.00) in
cash  by  certified   funds  or  wire  transfer  and  other  good  and  valuable
consideration.

     3.  Reinsurance   Premiums.   The  Company  agrees  to  pay  the  Reinsurer
reinsurance  premiums in  accordance  with  Schedule B. For each  contract,  the
amount of  reinsurance  premium  will be the  amount  which  corresponds  to the
portion  of the  contract  reinsured.  The  Company  makes  representations  and
warrants that it will make all reasonable efforts to keep the reinsured business
in force.


                                   ARTICLE IV

                                BENEFIT PAYMENTS

     1. Notice.  The Reinsurer will notify the Company promptly after receipt of
any information as to a claim on a policy to the extent reinsured hereunder. The
reinsurance claim form and any copies of notifications,  claim papers and proofs
will be furnished to the Company as soon as possible.

     2.  Liability  and  Payment.  The Company  will accept the  decision of the
Reinsurer on payment of a claim or surrender  on a policy  reinsured  hereunder.
The Reinsurer  agrees to utilize to the extent possible the claims  practices of
the Company.  The Reinsurer will pay its proportionate share of such claim based
upon the form of claim settlement determined.  In no instance shall anyone other
than the Company or the Reinsurer have any rights under this Agreement,  and the
Company  shall be and  remain  solely  liable to any  insured,  policyowner,  or
beneficiary  under any policy  reinsured  hereunder,  unless said  liability  is
caused by the actions of the Reinsurer, and in that instance,  Reinsurer will be
liable and defend any litigation at its own cost.

     3. Contract Claims. The Company will not contest,  compromise or litigate a
claim involving a policy reinsured  hereunder  without the prior approval of the
Reinsurer.   The  Reinsurer   will  pay  to  the  Company  any   litigation  and
investigative  expenses incurred on contested claims.  Any expenses will be paid
on a monthly basis as described in Article V.

                                    ARTICLE V

                            ACCOUNTING AND SETTLEMENT

     1.  Agreement  Accounting  Period.  This  Agreement  shall be on a  monthly
accounting period for all accounting settlements.

     2. Monthly Accounting Reports. Accounting reports shall be submitted to the
Reinsurer by the Company and by the Reinsurer to the Company,  not later than 15
business days after the end of each calendar  month.  Such reports shall include
information on the amount of reinsurance premiums,  policy loans and policy loan
interest,  the commission  and expense  allowance,  claims,  and reserves on the
contract reinsured for the preceding calendar month.

     3.  Monthly  Accounting  Period.  The  monthly  accounting  shall  be  on a
calendar-month  basis,  except that the initial monthly  accounting period shall
run from the Effective Date of this Agreement,  after the initial accounting has
occurred, through the last day of the calendar month in which the Effective Date
of this Agreement falls. The final monthly  accounting period shall run from the
end of the preceding calendar month until the termination of this Agreement, but
prior to actual termination of this Agreement.

     4.  Monthly  Settlements.  Within 15  business  days  after the end of each
calendar  month,  the  Company  will  pay the  Reinsurer  the  sum  of:  (i) the
reinsurance  premiums for the preceding  month,  determined  in accordance  with
Article III, plus (ii) the policy loan  repayments and policy loan interest paid
in the preceding month,  plus (iii) any amounts received from other  reinsurance
companies. The Monthly Settlement Report is attached as Schedule D.

     5. Amounts Due Monthly.  Except as otherwise  specifically provided in this
Agreement,  all amounts  due to be paid to either the  Company or the  Reinsurer
under this Agreement on a monthly basis shall be determined on a net basis as of
the last day of each  calendar  month  and shall be due and  payable  as of such
date.

     6. Estimations.  If the amounts, as defined in Paragraph 4 above, cannot be
determined  at such dates as defined in  Paragraph 5 above,  on an exact  basis,
such payments will be paid in accordance with a mutually agreeable formula which
will approximate the actual payments.

     7.  Delayed  Payments.  For  purposes of  Paragraph 5 above,  if there is a
delayed  settlement  of a payment due,  there will be an interest  penalty at an
interest rate equal to one-half of one percent  (.5%) per month,  for the period
that the amount is overdue.  For purposes of this paragraph,  a payment shall be
considered delayed 30 days after the date such payment is due.

     8.  Offset of  Payments.  All  monies  due to  either  the  Company  or the
Reinsurer  under this  Agreement  may be offset  against each other,  dollar for
dollar, regardless of any insolvency of either party.

     9. Accounting Reports.  Annual reports shall be submitted to the Company by
the  Reinsurer  not later than 20 business  days after the end of each  calendar
year.  Such reports  shall include  information  for the analysis of increase in
reserves and the exhibit of life insurance of the NAIC Convention Blank based on
the contracts reinsured hereunder,  as well as all other information required by
the Florida Office of Insurance  Regulation.  Quarterly accounting reports shall
be  submitted to the  Reinsurer  by the Company not later than 20 business  days
after the end of each calendar  quarter and shall include  information for pages
2, 3, 4, and 5 of the NAIC Quarterly Blank.

                                   ARTICLE VI

                                   ARBITRATION

     1.  General.  All  disputes  and  differences  between  the Company and the
Reinsurer  on  which  an  agreement   cannot  be  reached  will  be  decided  by
arbitration.  The arbitrators  will regard this Agreement from the standpoint of
practical business and equitable principles rather than that of strict law.

     2. Method.  Three  arbitrators  will decide any  differences.  They must be
officers  of  life  insurance  companies  other  than  the two  parties  to this
Agreement or any Company owned by, or affiliated with,  either party. One of the
arbitrators  is to be appointed by the  Reinsurer,  another by the Company,  and
they  shall  select a third  before  arbitration  begins.  Should one of the two
parties  decline to appoint an arbitrator or should the two  arbitrators  not be
able to agree upon the choice of a third arbitrator, the appointment(s) shall be
left  to  the  President  of the  American  Council  of  Life  Insurance  or its
successors.  The arbitrators are not bound by any rules of evidence.  They shall
decide by a majority of votes and their decision will be final and binding.  The
cost of  arbitration,  including  the fees of the  arbitrators,  shall be shared
equally by the parties unless the arbitrators decide otherwise.

                                   ARTICLE VII

                                   INSOLVENCY

     1. General. In the event of the Company's  insolvency,  liquidation,  entry
into rehabilitation,  bankruptcy,  or other significant adverse financial event,
this Agreement will be deemed to convert, pending approval by the Florida Office
of Insurance  Regulation but without any action on the part of any party,  to an
Assumption Reinsurance Agreement as of the day prior to such insolvency,  change
of control, or other adverse event. Following such conversion,  the Reinsurer is
hereby empowered without any need of action on the part of the Company,  to take
all  other  steps  necessary  for such  conversion  including  the  issuance  of
assumption  certificates.  Notwithstanding the forgoing, the Reinsurer may elect
not to have such automatic  conversion  occur. In the event the Reinsurer elects
not to have  such  automatic  conversion  to  assumption  reinsurance,  then the
Reinsurer's   contractual  liability  on  contracts  reinsured  hereunder  shall
continue to be determined by all the terms,  conditions  and  limitations  under
this  Agreement,  but the  Reinsurer  will make  settlement  (i) directly to the
Company's liquidator, receiver or statutory successor, and (ii) without increase
or diminution because of the Company's insolvency.  The liquidator,  receiver or
statutory  successor of the Company shall give the Reinsurer  written  notice of
the  pendency of a claim  against the Company on any contract  reinsured  within
reasonable time after such claim is filed in the insolvency  proceeding.  During
the pendency of any such claim,  the Reinsurer shall  investigate such claim and
interpose in the  Company's  name (or in the name of the  Company's  liquidator,
receiver or statutory  successor)  in the  proceeding  where such claim is to be
adjudicated,  any defense or defenses that the  Reinsurer may deem  available to
the Company or its liquidator, receiver or statutory successor. The expense thus
incurred  by the  Reinsurer  shall be  chargeable,  subject  to court  approval,
against the Company as a part of the expense of  liquidation  to the extent of a
proportionate  share of the benefit which may accrue to the Company  solely as a
result of the defense undertaken by the Reinsurer.


<PAGE>

                                  ARTICLE VIII

                                DAC TAX PROVISION

     1. The Company and Reinsurer hereby agree to abide by Section 1.848-2(g)(8)
of the Income Tax Regulations  under Section 848 of the Internal Revenue Code of
1986,  as amended.  The terms used in this  Article are defined by  reference to
Regulation  1.848-2.  The term "net  consideration"  will  refer to  either  net
consideration  as defined in  Regulation  Section  1.848-2(f) or gross amount of
premium and other considerations as defined in Regulation Section 1.848-3(b), as
appropriate.

     2. Each party shall attach a schedule to its federal income tax return that
identifies  the relevant  reinsurance  agreements  for which the joint  election
under the Regulation has been made.

     3. The party with net positive consideration,  as defined in the Regulation
promulgated  under Code Section 848, for such  Agreement  for each taxable year,
shall  capitalize  specified  policy  acquisition  expenses with respect to such
Agreement  without  regard to the general  deductions  limitation of Section 848
(c)(1).

     4. Each party agrees to exchange  information  pertaining  to the amount of
net consideration under such Agreement each year to ensure consistency.

     5. This  election  shall be effective  for the year that the  Agreement was
entered into and for all subsequent years that such Agreement remains in effect.

     6. The  Reinsurer  will  submit  to the  Company  by May 1 of each year its
calculation  of the net  consideration  for the preceding  calendar  year.  This
schedule of calculations will be accompanied by a statement signed by an officer
of the Reinsurer  stating that the Reinsurer will report such net  consideration
in its tax return for the preceding calendar year.

     7. The Company may contest such  calculation  by  providing an  alternative
calculation to the Reinsurer in writing within 30 days of the Company's  receipt
of the Reinsurer's calculation. If the Company does not so notify the Reinsurer,
the Reinsurer will report the net  consideration  as determined by the Reinsurer
in the Reinsurer's tax return for the previous calendar year.

     8.  If  the  Company  contests  the  Reinsurer's  calculation  of  the  net
consideration,  the parties  will act in good faith to reach an  agreement as to
the  correct  amount  within  30  days  of the  date  the  Company  submits  its
alternative calculation. If the Reinsurer and the Company reach agreement on the
net  amount of  consideration,  each party  shall  report  such  amount in their
respective tax returns for the previous calendar year.


<PAGE>

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

     1. All  Schedules  referred to in this  Agreement  are attached  hereto and
incorporated herein by reference.

     2. Neither this Agreement nor any reinsurance under this Agreement shall be
sold,  assigned or transferred by the Company  without prior written  consent of
the Reinsurer.  Such approval shall not unreasonably be withheld. The provisions
of this section are not intended to preclude the Reinsurer from  retroceding the
reinsurance on an indemnity basis.

     3.  This  Agreement,   including  any  of  the  schedules  and  amendments,
constitutes  the  entire  agreement  between  the  parties  with  respect to the
business being reinsured hereunder,  and there are no understandings between the
parties other than as expressed in this Agreement. Any changes in this Agreement
shall be null and void unless such changes are made by written amendment to this
Agreement, signed by both parties.

     4. Any  notice or  notification  required  under  this  Agreement  requires
written  notice or  notification  mailed or delivered to the Company at its home
office in Lake Mary, Florida,  or to the Reinsurer at its administrative  office
in Salt Lake City, Utah.

     5. If any  provision  of this  Agreement  is  determined  to be  invalid or
unenforceable,  such determination will not impair or affect the validity or the
enforceability of the remaining provisions of the Agreement.

                                    ARTICLE X

                          EXECUTION AND EFFECTIVE DATE

     This  Agreement  shall be effective on and after  December 31, 2005. In the
event of a death or other  occurrence  giving  rise to a claim  under one of the
policies,  which  death or  occurrence  occurred  prior to the  Effective  Date,
regardless  of whether the death  claim or  occurrence  is reported  prior to or
subsequent  to the  Effective  Date,  the Company shall be solely liable for the
payment  of any  claim  made on  account  of any such  death or  occurrence  and
Reinsurer  shall pay to the Company the amount of the reserve of the policy with
respect to which the claim is paid,  to the extent that such  reserve is reduced
as a result of such payment.


<PAGE>



     IN WITNESS of the above,  this  Agreement is executed  effective as of this
the 31st day of December, 2005.

SECURITY NATIONAL LIFE INSURANCE COMPANY



By:  /s/ Scott M. Quist
Title: President and Chief Operating Officer
Date:  December 31, 2005

Attest: /s/ R. Matthew Patch
Title: Legal Counsel
Date:  December 31, 2005


SOUTHERN SECURITY LIFE INSURANCE COMPANY



By:  /s/ Stephen M. Sill
Title:   Vice President, Treasurer & Chief Financial Officer
Date:     December 31, 2005


Attest: /s/ R. Matthew Patch
Title: Legal Counsel
Date:  December 31, 2005











<PAGE>

                                   SCHEDULE A

POLICIES AND RISKS REINSURED

     Under this Agreement, the Reinsurer reinsures that following quota share of
the risks on the blocks of insurance  policies  issued or assumed by the Company
and described below.

100% quota share of all policies in force as of the Effective Date, less amounts
previously ceded and new business written after the Effective Date. All policies
reflected in certain Reinsurance  Agreements previously entered into between the
Company and Reinsurer on October 1, 2003 and October 1, 2004 are substituted and
replaced hereunder.



<PAGE>

                                   SCHEDULE B

                              REINSURANCE PREMIUMS

     1. Reinsurance Premiums.  The Company shall pay the Reinsurer a reinsurance
premium on all  policies in effect from time to time under this  Agreement in an
amount equal to the gross premium  charged by the Company  corresponding  to the
amount and policies reinsured hereunder.

     2. Mode of Payment.  The Premium paid to the  Reinsurer by the Company will
be paid as collected by the Company.



<PAGE>


                                   SCHEDULE C

COMMISSIONS AND EXPENSE ALLOWANCE

1. Ceding  Commission  Fee on  Individual  Life  Insurance  as a  Percentage  of
Collected Premiums

                     Plan Description Ceding Commission Fee




                      Calculation of Ceding Commission Fee

                                            Premium           Reserve Amount
Total Collected Premium                $______________        $ ______________

Percentage Reinsured                   $ ___100%______        $___100%_______

Reinsured Collected Premiums               $____________         $ ____________

Ceding Commission Fee Percentage     $ ______0%_____          $ _____0%______

Ceding Commission Fee                      $ ____________        $ ____________


2. Monthly Commission and Expense Allowance.

A commission and expense  allowance for any period the Company performs contract
administration functions in an amount to be mutually agreed upon by the parties.

3. Premium Taxes, including all other Licenses and Fees based on Premium.

     A commission  and expense  allowance  of 3.5 percent of collected  premiums
will be paid in addition to all other  allowances.  An  allowance  of the amount
actually paid as sales commissions shall also be paid.


<PAGE>


                                   SCHEDULE D

                               MONTHLY SETTLEMENT

                                      FROM
                    SOUTHERN SECURITY LIFE INSURANCE COMPANY
                   TO SECURITY NATIONAL LIFE INSURANCE COMPANY
                                    AND FROM
                    SECURITY NATIONAL LIFE INSURANCE COMPANY
                                       TO
                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

             Reporting Month: ____________/ _________/ __________
       Date Report Completed: ________________/ ____________/ ___________

1)       Direct Premiums                                          ____________
         Less Reinsurance Premiums Paid                           ____________
         Net Premiums                                             ____________

2)       Policy Loans                                             ____________
            Policy Loans Repaid                                   ____________
            Policy Loan Interest Paid in Cash                     ____________
            Total                                                 ____________

3)          Benefits
            Surrenders                               _____________
            Deaths                                   _____________
            Other                                    _____________
            Less Reinsurance Recoveries              _____________
            Total                                    _____________

4)       Commissions and Expense Allowance (Schedule C)            ____________
         Less Allowances on Reinsured Ceded                        ____________
         Net Commission and Expense Allowance                      ____________

5)       New Policy Loans Paid Out in Cash                         ____________

         Net due Equals (1) + (2) - (3) - (4) - (5) =              ____________


<PAGE>

SCHEDULE D CONTINUED

Supplemental Information

Direct                                        Policy
- ------                 # of Policies          Reserves         Face Amount
Beg. of Period           ___________        ____________      _____________
+Additions               ___________        ____________      _____________
- -Terminations            ___________        ____________      _____________
End of Period            ___________        ____________      _____________

                                Reinsurance Ceded
                                              Policy
                       # of Policies          Reserves         Face Amount
Beg. of Period           ____________       ____________      _____________
+Additions                 ____________     ____________      _____________
- -Terminations              ____________     ____________      _____________
End of Period              ____________     ____________      _____________

Direct                                        Gross                Net
- ------                                        -----                ---
Deferred Premiums:                          _____________     ____________
Due Premiums:                               _____________     ____________
Advance Premiums:                           _____________

Reinsurance Ceded
Deferred premiums:                          _____________     ____________
Due Premiums:                               _____________     ____________
Advance Premiums:                           _____________

Coinsurance Allowances on Reinsurance Ceded
- -------------------------------------------
Deferred Premium                            ____________
Due Premium                                                   ____________
Advance Premium                                               ____________
Policy Loan Interest Due:                   _____________
Policy Loan Interest Accrued:               _____________
Policy Loan Interest Unearned:              _____________
Policy Loan Beginning of Period:            _____________
+ New Loans Paid in Cash:                                    ____________
+ New Loans to Cover Interest:                               ____________
+ New Loans to Pay Premiums:                                 ____________
- - Loans Paid Off:                                            ____________
Policy Loans End of Period:                                  ____________
Policy Loans Interest Paid in Cash:                          ____________
Policy Loans Interest Added to Loan:                         ____________

Total Policy Loan Interest:                                  ____________


<PAGE>

                                    EXHIBIT 1

                                 TRUST AGREEMENT
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>sslicexhibit2.txt
<TEXT>
                                 TRUST AGREEMENT

                    effective as of December 31, 2005, among

              SOUTHERN SECURITY LIFE INSURANCE COMPANY, as Grantor.

          SECURITY NATIONAL LIFE INSURANCE COMPANY, as Beneficiary, and

                      ZIONS FIRST NATIONAL BANK, as Trustee


<PAGE>




                                TABLE OF CONTENTS
                                                                       Page

Parties And Recitals

Section 1.   Deposit of Assets to the Trust Account.................... 1

Section 2.  Withdrawal of Assets from the Trust Account................ 3

Section 3.  Redemption, Investment and Substitution of Assets.......... 4

Section 4.  The Income Account......................................... 5

Section 5.  Right to Vote Assets....................................... 5

Section 6.  Additional Rights and Duties of Trustee.................... 5

Section 7.  Trustee's Compensation, Expenses and Indemnification....... 6

Section 8.  Resignation of Trustee..................................... 7

Section 9.  Termination of the Trust Account........................... 7

Section 10. Tax Returns................................................ 8

Section 11. Definitions................................................ 8

Section 12. Governing Law.............................................. 9

Section 13. Successors and Assigns..................................... 9

Section 14. Severability............................................... 9

Section 15. Entire Agreement........................................... 9

Section 16. Amendments................................................ 10

Section 17. Notices, etc.............................................. 10

Section 18. Headings.................................................. 11

Section 19. Counterparts.............................................. 11

Exhibit A         Reinsurance Agreement
Exhibit B         List of Assets Deposited to the Trust Account
Exhibit C         Information to be Provided to Reinsurer


<PAGE>


                                 TRUST AGREEMENT

     THIS TRUST  AGREEMENT is made and entered into,  effective this 31st day of
December, 2005 (the "Agreement"),  by and among SOUTHERN SECURITY LIFE INSURANCE
COMPANY, an Florida life insurance company, together with any successor thereof,
including,  without  limitation,  any  liquidator,  rehabilitator,  receiver  or
conservator (the "Grantor"),  SECURITY NATIONAL LIFE INSURANCE  COMPANY,  a Utah
life  insurance  company (the  "Beneficiary"),  and ZIONS FIRST NATIONAL BANK, a
banking corporation (the "Trustee")  (Grantor,  Beneficiary and Trustee are each
hereinafter sometimes referred to, individually, as a "Party" and, collectively,
as the "Parties").

                                   WITNESSETH:

     WHEREAS,  Grantor and Beneficiary  have entered into a certain  reinsurance
agreement, effective as of December 31, 2005, a copy of which is attached hereto
as Exhibit  "A",  and by this  reference  made a part hereof  (the  "Reinsurance
Agreement") concerning certain insurance policies (the "Reinsured Policies");

     WHEREAS,  Grantor  desires,  pursuant  to  the  Reinsurance  Agreement,  to
transfer to Trustee  for  deposit  into a trust  account  (the "Trust  Account")
assets  equal in amount to the  statutory  reserves  subject to the  Reinsurance
Agreement  in order to secure  payments to be made  pursuant to the terms of the
Reinsurance Agreement;

     WHEREAS,  Trustee has agreed to act as the trustee  hereunder,  and to hold
such assets in trust in the Trust Account and the Income Account,  as defined in
Section 4 below,  for the sole use and  benefit of  Beneficiary  pursuant to the
Reinsurance Agreement; and

     NOW, THEREFORE, for and in consideration of the promises and for other good
and valuable  consideration,  the receipt of which is hereby  acknowledged,  the
Parties hereby agree as follows:

                Section 1. Deposit of Assets to the Trust Account

     (a) Grantor shall establish the Trust Account and Trustee shall  administer
the Trust Account in its name as the trustee for Beneficiary.  The Trust Account
shall be subject to withdrawal by Beneficiary as provided herein.

     (b) Grantor shall  transfer to Trustee,  for deposit to the Trust  Account,
the assets listed in Exhibit B hereto, and may transfer to Trustee,  for deposit
to the Trust Account, such other assets as it may from time to time desire or as
may be required  pursuant to the terms of the  Reinsurance  Agreement  (all such
assets  actually  received in the Trust  Account  are herein  referred to as the
"Assets").  The  Assets  shall  consist  of cash  and  Eligible  Securities  (as
hereinafter defined).



<PAGE>


     (c) The amounts  deposited by Grantor in the Trust Account shall be in such
amount that the aggregate  market value of the Trust Account at the inception of
this Trust equals or exceeds the  statutory  reserves on the  reinsurance  ceded
under the  Reinsurance  Agreement  as of the same  date.  For  purposes  of this
section,  aggregate market value shall be determined by Trustee,  and the Assets
that are in default  according  to their terms  shall have a market  value of $0
(zero dollars).  For purposes of this Agreement,  statutory  reserves,  whenever
used, shall mean the gross statutory  reserves held by Grantor,  or as should be
held by Grantor,  on its NAIC  Convention  Blank,  with  respect to the policies
reinsured hereunder.  Grantor certifies, to the best of its knowledge and belief
to  Beneficiary,   the  actuarial  accuracy  of  the  reserves  based  upon  the
appropriate  mortality table,  interest  assumptions,  and method of calculation
relating to each of the policies  reinsured  hereunder,  and the accuracy of the
outstanding balances of the policy loans, dividend deposits and coupon deposits,
if any,  applicable  to  each of the  policies  reinsured  hereunder;  provided,
however, that in the event of a breach of these certificates or the discovery by
Grantor or Beneficiary of an error in calculation,  any such breach or error may
be cured by Grantor or  Beneficiary  making a cash payment to the other,  as the
case may be,  of the  amount  of any  such  error in  calculation  or  actuarial
inaccuracy.

     (d) Grantor hereby represents and warrants (i) that any Assets  transferred
by Grantor to Trustee for deposit  into the Trust  Account  will be in such form
that Beneficiary may,  whenever  necessary,  and Trustee will, upon direction by
Beneficiary, negotiate any such Assets without consent or signature from Grantor
or any other person in  accordance  with the terms of this  Agreement;  and (ii)
that all Assets  transferred  by Grantor to Trustee for  deposit  into the Trust
Account will consist only of cash and Eligible Securities.

     (e) Trustee shall have no responsibility to determine whether the Assets in
the Trust  Account are  sufficient  to secure  Grantor's  liabilities  under the
Reinsurance  Agreement  or  whether  such  assets  are  equal  to the  Statutory
Reserves.

     (f)  This  Agreement  is  a  security  agreement  under  the  Utah  Uniform
Commercial Code ("Utah UCC"), as enacted and in effect in the State of Utah, and
creates a security  interest in the Assets in favor of Trustee,  for the benefit
of  Beneficiary.  Upon  Beneficiary's  request,  financing  statements  shall be
executed  by the  necessary  party or parties and filed by Trustee in the manner
required by law to perfect  such  security  interest.  Compliance  with Utah UCC
requirements  shall not alter any rights under this Agreement or under any other
laws of the  State of Utah,  nor shall it  relieve  Trustee  of any  obligation.
Compliance with the Utah UCC is solely to preserve the priority of Beneficiary's
security interest in the Assets.

     (g) Grantor  shall deliver the Assets listed in Exhibit B hereto to Trustee
with appropriate assignments,  bond powers, or powers of attorney that authorize
Trustee  to  transfer  the  Assets to its name and hold them for the  benefit of
Beneficiary.  In the event Assets are added to or are substituted for the Assets
already in the fund, appropriate assignments,  bond powers or powers of attorney
authorizing  Trustee to transfer  the Assets to its name shall also be delivered
to Trustee.

     (h) Grantor warrants that it will not create any other security interest in
or otherwise  encumber  the Assets.  In the event that any lien or claim is made
against any Assets which  asserts an interest  superior to that of  Beneficiary,
Grantor will promptly take steps  satisfactory  to  Beneficiary to discharge the
claim or lien or shall substitute other assets for those encumbered.

             Section 2. Withdrawal of Assets from the Trust Account

     (a) Without  notice to Grantor,  but upon  written  notice to Trustee  (the
"Withdrawal  Notice"),  Beneficiary  shall have the right,  at any time and from
time to time, to withdraw from the Trust  Account,  such Assets as are specified
in such  Withdrawal  Notice to  fulfill  obligations  of the  parties  under the
Reinsurance  Agreement  and this  Agreement,  including  the  purposes set forth
below.  The  Withdrawal  Notice may designate a third party (the  "Designee") to
whom the Assets specified therein shall be delivered and may condition  delivery
of such Assets to such Designee upon receipt,  and deposit to the Trust Account,
of other Assets specified in such Withdrawal Notice. Beneficiary need present no
statement  or  document  other  than a  representation  to be  contained  in the
Withdrawal  Notice that the Assets,  using  statutory  accounting  principles as
required or allowed by the domiciliary  state of  Beneficiary,  remaining in the
Trust Account are at least equal to the  Statutory  Reserves as of the preceding
quarterly  statutory  filing,  nor is said  right  of  withdrawal  or any  other
provision of this  Agreement  subject to any  conditions or  qualifications  not
contained in this Agreement.  At no time shall  Beneficiary  submit a withdrawal
notice to Trustee  that would cause the Assets in this Trust to be less than the
Statutory Reserves, using statutory accounting principles as required or allowed
by the  domiciliary  state of Beneficiary,  on the Reinsured  Policies as of the
preceding quarterly statutory filing.

     (b)  Beneficiary  shall have the right to  withdraw  Assets  from the Trust
Account in  accordance  with this Section 2 for the following  purposes:  (i) to
make payment of any obligation of Beneficiary  under the Reinsurance  Agreement;
(ii) to fund  Beneficiary's  share of  non-forfeiture  benefits  returned to the
owners of  policies  reinsured  under the  Reinsurance  Agreement  on account of
cancellations of such policies;  (iii) to fund Beneficiary's share of surrenders
and benefits or losses paid pursuant to the provisions of the policies reinsured
under the  Reinsurance  Agreement;  (iv) to the  extent  the Assets in the Trust
Account,  using  statutory  accounting  principles as required or allowed by the
domiciliary state of Beneficiary, exceed the statutory reserves for the policies
covered  by the  Reinsurance  Agreement,  such  excess  amount of Assets  may be
withdrawn by Beneficiary  in its sole  discretion.  Beneficiary  shall have sole
ownership  of any  increases  in the amount of the Assets in the Trust  Account,
including, without limitation, any income derived from such Assets.

     (c) Upon receipt of a Withdrawal Notice, Trustee shall immediately take any
and all steps  necessary  to transfer the Assets  specified  in such  Withdrawal
Notice and shall  deliver  such Assets to or for the account of  Beneficiary  or
such Designee as specified in such Withdrawal Notice.

     (d)  Subject to  paragraph  (a) of this  Section 2 and to Section 4 of this
Agreement,  in the  absence  of a  Withdrawal  Notice,  Trustee  shall  allow no
substitution or withdrawal of any Asset from the Trust Account.

     (e) Trustee shall have no responsibility whatsoever to determine the manner
in which any assets  withdrawn from the Trust Account pursuant to this Section 2
will be used and/or applied.

          Section 3. Redemption, Investment and Substitution of Assets

     (a) Trustee shall  surrender for payment all maturing Assets and all Assets
called for  redemption  and deposit the principal  amount of the proceeds of any
such payment to the Trust Account.

     (b) From time to time, at the written  order and direction of  Beneficiary,
Trustee  shall invest  Assets in the Trust  Account in Eligible  Securities,  as
authorized by the insurance laws of Utah, or laws of other controlling insurance
authorities.  Trustee is specifically  authorized to invest any cash balances in
one or more money market  vehicles  utilized by Trustee for  fiduciary  accounts
without  receiving  prior  written  direction or any further  confirmation  from
Beneficiary.  Trustee is further  permitted to utilize any such fund invested in
its own bank's deposits.

     (c) From  time to time,  Beneficiary  may  direct  Trustee  in  writing  to
substitute  Eligible  Securities for other Eligible Securities held in the Trust
Account  at such  time.  Trustee  shall  have no  responsibility  whatsoever  to
determine the value of such  substituted  securities or whether such substituted
securities constitute Eligible Securities. On an annual basis, Beneficiary shall
send a written  statement to Trustee,  certifying that all the securities in the
Trust Account constitute Eligible Securities.

     (d) Trustee shall have no  responsibility  whatsoever to determine that any
Assets in the Trust Account are or continue to be Eligible  Securities.  Trustee
shall  execute   instructions   or  orders   concerning   such   investments  or
substitutions  of securities  (the  "Investment  Orders") and settle  securities
transactions  by itself or by means of an agent or broker.  Trustee shall not be
responsible for any act or omission,  or for the solvency,  of any such agent or
broker  unless  said act or  omission  is the  result,  in whole or in part,  of
Trustee's negligence, willful misconduct or lack of good faith.

     (e) Any loss  incurred  from any  investment  pursuant to the terms of this
Section 3 shall be borne exclusively by Beneficiary. Trustee shall not be liable
for any loss due to changes in market rates or penalties for early redemption.

                          Section 4. The Income Account

     All payments of interest  and  dividends  received  from or relating to the
Assets in the Trust Account shall be deposited by Trustee into a separate income
account that shall be  established by Grantor and  administered  by Trustee (the
"Income  Account") for the benefit of Beneficiary.  Trustee's  compensation  and
expenses shall be deducted from the Income Account,  as provided in Section 7 of
this Agreement.

                         Section 5. Right to Vote Assets

     Trustee  shall forward all annual and interim  stockholder  reports and all
proxies  and proxy  materials  relating  to the  Assets in the Trust  Account to
Beneficiary.  Beneficiary  shall  have  the full and  unqualified  right,  where
applicable, to vote any Assets in the Trust Account.

               Section 6. Additional Rights and Duties of Trustee

     (a) Trustee shall notify Grantor and Beneficiary in writing within ten days
following each deposit to, or withdrawal from, the Trust Account.

     (b) Before  accepting any Asset for deposit to the Trust  Account,  Trustee
shall  determine  that  such  Asset is in such form  that  Beneficiary  whenever
necessary  may, or Trustee upon direction by  Beneficiary  will,  negotiate such
Asset  without  consent or signature  from Grantor or any person or entity other
than Trustee in accordance with the terms of this Agreement.

     (c) Trustee may  deposit  any Assets in the Trust  Account in a  book-entry
account maintained at a federally  chartered bank or in depositories such as the
Depository Trust Company. Assets may be held in the name of a nominee maintained
by Trustee or by any such depository.

     (d)  Trustee  shall  accept  and open  all  mail  directed  to  Grantor  or
Beneficiary in care of Trustee.

     (e) Trustee shall furnish Grantor and Beneficiary with a written  statement
of all the Assets in the Trust  Account upon the  inception of the Trust Account
and at the end of each calendar quarter thereafter.

     (f) Upon the  request of Grantor or  Beneficiary,  Trustee  shall  promptly
permit  the  Grantor or  Beneficiary,  their  respective  agents,  employees  or
independent  auditors to examine,  audit,  excerpt,  transcribe and copy, during
Trustee's  normal  business  hours,  any books,  documents,  papers and  records
relating to the Trust Account or the Assets.

     (g) Trustee is authorized to follow and rely upon  instructions  consistent
with the  provisions of this  Agreement  that may be given by officers  named in
incumbency  certificates  furnished  to Trustee from time to time by Grantor and
Beneficiary,   respectively,  and  by  attorneys-in-fact  acting  under  written
authority  furnished to Trustee by Grantor or  Beneficiary,  including,  without
limitation,  instructions  given by letter,  facsimile  transmission,  telegram,
teletype,  cablegram or electronic  media, if Trustee believes such instructions
to be genuine and to have been signed,  sent or presented by the proper party or
parties.  Trustee shall not incur any liability to anyone resulting from actions
taken by Trustee in reliance in good faith on such  instructions.  Trustee shall
not incur any liability in executing  instructions (i) from an  attorney-in-fact
prior to receipt by it of notice of the  revocation of the written  authority of
the attorney-in-fact or (ii) from any officer of Grantor or Beneficiary named in
an incumbency  certificate  delivered hereunder prior to receipt by it of a more
current certificate.

     (h)  The  duties  and  obligations  of  Trustee  shall  only be such as are
specifically  set  forth  in  this  Agreement,  as it may  from  time to time be
amended,  and no implied duties or obligations shall be read into this Agreement
against  Trustee.  Trustee shall only be liable for its own negligence,  willful
misconduct or lack of good faith.

     (i) No provision of this Agreement shall require Trustee to take any action
which, in Trustee's reasonable  judgment,  would result in any violation of this
Agreement or any provision of law.

     (j)  Trustee  may confer  with  counsel of its own  choice in  relation  to
matters   arising  under  this  Agreement  and  shall  have  full  and  complete
authorization  from the other Parties hereunder for any action taken or suffered
by it under this Agreement or under any transaction  contemplated hereby in good
faith and in accordance with the opinion of such counsel.

         Section 7. Trustee's Compensation, Expenses and Indemnification

     (a) Trustee  shall be paid its  compensation  and expenses  from the Income
Account,  as set forth in Paragraph  4, for its  services as trustee  under this
Agreement,  based  upon a fee  schedule  that will be  mutually  agreed  upon by
Trustee and Beneficiary.  Beneficiary shall have the right to review at any time
the amount of compensation and expenses paid to Trustee for serving as a trustee
hereunder and, if necessary, to dispute any such amounts that may be incorrectly
or  improperly  determined.  All of  Trustee's  expenses  and  disbursements  in
connection with its duties under this Agreement  (including  attorney's fees and
expenses)  will be paid from the  Income  Account,  except  any such  expense or
disbursement as may arise from Trustee's negligence,  willful misconduct or lack
of good faith. Trustee shall be entitled to deduct its compensation and expenses
from payments of  dividends,  interest and other income in respect of the Assets
held in the Trust Account prior to the deposit  thereof to the Income Account as
provided  in  Section  4  of  this  Agreement,   upon  written  notification  to
Beneficiary. Beneficiary and Grantor also hereby indemnify Trustee for, and hold
it  harmless  against,  any  loss,  liability,   costs  or  expenses  (including
attorney's  fees and  expenses)  incurred or made  without  negligence,  willful
misconduct or lack.  of good faith on the part of Trustee,  arising out of or in
connection  with the  performance  of its  obligations  in  accordance  with the
provisions of this Agreement,  including any loss, liability,  costs or expenses
arising  out of or in  connection  with the status of Trustee and its nominee as
the  holder  of record  of the  Assets.  Grantor  hereby  acknowledges  that the
foregoing   indemnities   shall  survive  the  resignation  of  Trustee  or  the
termination  of this  Agreement and hereby  grants the Trustee a lien,  right of
set-off and security interest in the funds in the Income Account for the payment
of anyclaim for compensation, reimbursement or indemnity hereunder.


<PAGE>

     (b) No Assets, other than as related to income, shall be withdrawn from the
Trust Account or used in any manner for paying compensation to, or reimbursement
or indemnification of, Trustee.

                        Section 8. Resignation of Trustee

     (a) Trustee may resign at any time by giving not less than 90 days' written
notice  thereof  to  Beneficiary  and to  Grantor,  such  resignation  to become
effective  on the  acceptance  of  appointment  by a  successor  trustee and the
transfer  to such  successor  trustee  of all  Assets  in the Trust  Account  in
accordance with paragraph (b) of this Section 8.

     (b)  Upon  receipt  of  Trustee's   notice  of  resignation,   Grantor  and
Beneficiary shall appoint a successor trustee.  Any successor trustee shall be a
bank  that is a member of  Federal  Reserve  System or shall not be a Parent,  a
Subsidiary or an Affiliate of Grantor or Beneficiary. Upon the acceptance of the
appointment as trustee hereunder by a successor trustee and the transfer to such
successor trustee of all Assets in the Trust Account, the resignation of Trustee
shall become effective.  Thereupon,  such successor trustee shall succeed to and
become vested with all the rights, powers, privileges and duties of Trustee, and
Trustee shall be discharged  from any future duties and  obligations  under this
Agreement,  but Trustee shall continue  after its  resignation to be entitled to
the benefits of the indemnities provided herein for Trustee.

                   Section 9. Termination of the Trust Account

     (a) The  Trust  Account  and this  Agreement,  except  for the  indemnities
provided  herein,  may be terminated  only after  Beneficiary (or Grantor in the
case of  insolvency of  Beneficiary)  has given  Trustee  written  notice of its
intention to terminate the Trust Account in connection  with the  termination of
the Reinsurance  Agreement in accordance  with the terms thereof.  Insolvency of
Beneficiary  shall also be  considered  to cause the  termination  of this Trust
Account. This Trust account can also be terminated upon the joint action of both
Grantor and  Beneficiary.  Such notice shall specify the date (the  "Termination
Date") on which Beneficiary  intends the Trust Account to terminate,  which date
shall be at least fifteen (15) days  subsequent to the date that the termination
notice is given.

     (b)  On  the  Termination   Date,  upon  receipt  of  written  approval  of
Beneficiary,  Trustee shall transfer to Beneficiary all amounts remaining in the
Trust Account. If the Reinsurance  Agreement is terminated due to the insolvency
of  Beneficiary,  then  Trustee  shall  remit all monies due to the  Beneficiary
pursuant  to  unreimbursed  payments  made in  accordance  with the terms of the
Reinsurance Agreement and thereafter transfer to Grantor any Assets remaining in
the Trust  Account,  at which time the Trust  Account  shall  terminate  and all
liability of Trustee with respect to such Assets shall cease.

     (c) If the Reinsurance Agreement is converted to an Assumption Agreement as
a result of Grantor's  insolvency as set forth in Article VII of the Reinsurance
Agreement, the Trust Account shall terminate and all Assets in the Trust Account
shall be distributed to Beneficiary.

                             Section 10. Tax Returns

     Beneficiary  shall be responsible for causing to be prepared and filed in a
timely  fashion  all  tax  returns,  if  any,  of  the  Trust  relating  to  the
transactions  contemplated by this Agreement or otherwise  contemplated  hereby,
and it shall  send a copy of each such tax return to  Trustee  and  Beneficiary.
Trustee,  upon request, will furnish Grantor with all such information as it has
in its  possession  and as may be  reasonably  required in  connection  with the
preparation  of such tax  returns and shall,  upon the  request of  Beneficiary,
execute such returns if required to do so by the  applicable  taxing  authority.
Trustee shall not be liable for any tax due and payable in connection  with this
Trust  Agreement  except for any tax based on or  measured  by the net income of
Trustee  resulting from the amounts paid to Trustee as fees or compensation  for
acting as Trustee hereunder.

                             Section 11. Definitions

     Except as the context shall  otherwise  require,  the following terms shall
have the following  meanings for all purposes of this Agreement (the definitions
to be  applicable to both the singular and the plural forms of each term defined
if both such forms of such term are used in this Agreement):

     The  term  "Affiliate"  with  respect  to  any  corporation  shall  mean  a
corporation which directly,  or indirectly  through one or more  intermediaries,
controls or is controlled by, or is under common control with, such corporation.
The term  "control"  (including  the related  terms  "controlled  by" and "under
common control  with") shall mean the ownership,  directly or indirectly of more
than fifty percent (50%) of the voting stock of a corporation.

     The term  "Business Day" shall mean any day on which the offices of Trustee
is open for business.

     The term  "Eligible  Securities"  shall mean and  include  certificates  of
deposit issued by a United States bank and payable in United States legal tender
and obligations  issued,  assumed or guaranteed by the United States, any state,
territory or possession thereof, or the District of Columbia or any money market
vehicles utilized by Trustee for fiduciary  accounts,  to include those invested
in its own bank's deposits,  any other investment  authorized under the relevant
statutes and rules of Beneficiary's  domiciliary state; provided,  however, that
no such  securities  shall  have been  issued by a Parent,  a  Subsidiary  or an
Affiliate of either Grantor or Beneficiary.

     The  term  "obligations"  shall  mean,  with  respect  to  the  Reinsurance
Agreement,  (a) losses,  to include  policyholder  benefits,  and allocated loss
expenses paid or payable by  Beneficiary,  but not recovered  from Grantor,  (b)
reserves for losses reported and  outstanding,  (c) reserves for losses incurred
but not reported,  (d) reserves for allocated loss expenses and (e) reserves for
unearned premiums.

     The term "person"  shall mean and include an individual,  a corporation,  a
partnership,  an  association,  a trust,  an  unincorporated  organization  or a
government or political subdivision thereof.

     The term "Parent" shall mean an institution  that,  directly or indirectly,
controls another institution.

     The term  "Subsidiary"  shall mean an institution  controlled,  directly or
indirectly, by another institution.

                            Section 12. Governing Law

     This Agreement shall be subject to and governed by the laws of the state of
Beneficiary's domicile. Venue and jurisdiction shall be in the State of Utah.

                       Section 13. Successors and Assigns

     No Party may assign  this  Agreement  or any of its  rights or  obligations
hereunder,  without the written consent of the other Parties, whether by merger,
consolidation,  sale of all or  substantially  all of its  assets,  liquidation,
dissolution  or  otherwise,  except as expressly  permitted by Section 8 of this
Agreement,  except that Beneficiary may assign all of its rights and obligations
hereunder to a Parent or Subsidiary.

                            Section 14. Severability

     In the event that any provision of this Agreement shall be declared invalid
or  unenforceable  by any  regulatory  body or court having  jurisdiction,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of the remaining portions of this Agreement.

                          Section 15. Entire Agreement

     This Agreement  constitutes  the entire  agreement  among the Parties,  and
there are no understandings or agreements, conditions or qualifications relative
to this Agreement which are not fully expressed in this Agreement.


<PAGE>


                             Section 16. Amendments

     This Agreement may be modified or otherwise amended,  and the observance of
any term of this  Agreement may be waived,  if such  modification,  amendment or
waiver is in writing and signed by all of the Parties.

                               Section 17. Notices

     Unless  otherwise  provided in this  Agreement,  all  notices,  directions,
requests,   demands,   acknowledgments  and  other  communications  required  or
permitted  to be given or made under the terms  hereof  shall be in writing  and
shall  be  deemed  to have  been  duly  given  or  made  (a)(i)  when  delivered
personally,  (ii) when made or given by prepaid telex,  telegraph or telecopier,
or (iii) in the case of mail  delivery,  upon the expiration of three days after
any  such  notice,   direction,   request,   demand,   acknowledgment  or  other
communication   shall  have  been  deposited  in  the  United  States  mail  for
transmission  by first class mail,  postage  prepaid,  or upon receipt  thereof,
whichever shall first occur and (b) when addressed as follows:

If to Grantor:

        Southern Security Life Insurance Company
        5300 South 360 West, Suite 200
        Salt Lake City, Utah 84123
        Attn:  Scott M. Quist, President

If to Beneficiary:

        Security National Life Insurance Company
        5300 South 360 West, Suite 200
        Salt Lake City, Utah 84123
        Attn:  Stephen Sill, Vice President

If to Trustee:

        Zions First National Bank
        10 East South Temple, Suite 300
        Salt Lake City, Utah 84111
        Attn:  ___________________

     Each Party may from time to time designate a different address for notices,
directions,  requests,  demands,  acknowledgments  and other  communications  by
giving  written  notice  of such  change  to the  other  Parties.  All  notices,
directions, requests, demands, acknowledgments and other communications relating
to Beneficiary's approval of Grantor's authorization to substitute Assets and to
the  termination of the Trust Account shall be in writing and may not be made or
given by prepaid telex, telegraph or telecopier.

                              Section 18. Headings

     The headings of the Sections and the Table of Contents  have been  inserted
for  convenience of reference only, and shall not be deemed to constitute a part
of this Agreement.

                            Section 19. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
when  so  executed  and  delivered  shall  constitute  an  original,   but  such
counterparts together shall constitute one and the same Agreement.

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                                 SOUTHERN SECURITY LIFE INSURANCE COMPANY,
                                 as Grantor



                                 By: /s/ Stephen M. Sill
                                 Title:  Vice President, Treasurer and
                                         Chief Financial Officer

                                 SECURITY NATIONAL LIFE INSURANCE COMPANY,
                                 as Beneficiary



                                 By:    /s/ Scott M. Quist
                                 Title: President and Chief Operating Officer


                                 ZIONS FIRST NATIONAL BANK, as Trustee



                                 By:   /s/  Brandon Elzinga
                                 Title:     Trust Officer

<PAGE>


                                    EXHIBIT A

     Reinsurance  Agreement  between SOUTHERN SECURITY LIFE INSURANCE COMPANY of
Lake Mary,  Florida and SECURITY  NATIONAL LIFE  INSURANCE  COMPANY of Salt Lake
City, Utah, effective as of December 31, 2005.


<PAGE>


                                    EXHIBIT B

                             Assets in Trust Account



<PAGE>




                                    EXHIBIT C

                     Information to be Provided to Reinsurer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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