SECURITY NATIONAL FINANCIAL CORP
<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>
