AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") dated effective as of
January 1, 2005,  is made and entered into by and among  SECURITY  NATIONAL LIFE
INSURANCE COMPANY, a Utah corporation  ("Security National Life"), SSLIC HOLDING
CORPORATION,  a Florida  corporation  and wholly  owned  subsidiary  of Security
National Life ("SSLIC Holding") and SOUTHERN SECURITY LIFE INSURANCE  COMPANY, a
Florida corporation  ("SSLIC") (Security National Life, SSLIC Holding, and SSLIC
collectively, the "Parties").

                              W I T N E S S E T H:

WHEREAS,  prior to the  execution of this Merger  Agreement,  Security  National
Life,   SSLIC   Holding  and  SSLIC  entered  into  an  Agreement  and  Plan  of
Reorganization dated as of August 25, 2004, and amended on December 7, 2004 (the
"Plan of Reorganization") providing for certain representations, warranties, and
agreements in connection with the transaction contemplated; and

WHEREAS,  the Boards of Directors of Security  National Life,  SSLIC Holding and
SSLIC  approved the merger of SSLIC  Holding  Company into SSLIC (the  "Merger")
upon the terms and subject to the conditions set forth herein and in the Plan of
Reorganization and pursuant to which SSLIC will become a wholly owned subsidiary
of Security National Life; and

WHEREAS,  for federal income tax purposes,  it is intended that the Merger shall
qualify as a reorganization within the meeting of Section 368(a) of the Internal
Revenue Code of 1986,as amended (the "Code");

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

1.1 Certain Terms Defined. The terms defined in the Plan of Reorganization shall
for all purposes of this Merger  Agreement  have the  meanings  specified in the
Plan of Reorganization, unless the context expressly or by necessary implication
otherwise requires.


                                    ARTICLE 2

                               AGREEMENT TO MERGE

2.1 Agreement to Merge. In accordance with the provisions of Section 607.1105 of
the Florida Business Corporation Act, at the Effective Time of the Merger, SSLIC
Holding  shall be merged  with and into SSLIC upon the terms and  conditions  of
this Merger Agreement and the Plan of Reorganization. Pursuant to such Merger:

     (a) The separate  existence of SSLIC Holding shall cease in accordance with
the provisions of Section 607.0101 et seq. of the Florida  Business  Corporation
Act.

     (b) SSLIC will be the surviving corporation in the Merger and will continue
to be governed by the laws of the State of Florida,  and the separate  corporate
existence of SSLIC and all of its rights, privileges, immunities and franchises,
public or  private,  and all of its  duties  and  liabilities  as a  corporation
organized  under the laws of the State of Florida,  will continue  unaffected by
the Merger.

     (c) SSLIC will become a privately-held company and wholly-owned  subsidiary
of Security National Life.

     (d) The unaffiliated stockholders of SSLIC, holding an aggregate of 490,816
shares of SSLIC Common,  will become  entitled to receive $3.84 in cash for each
issued  and  outstanding  share  of  their  SSLIC  Common,  or an  aggregate  of
$1,884.733.

2.2      Exchange of SSLIC Common for Cash

     (a) Upon  completion  of the Merger,  each share of SSLIC Common held by an
unaffiliated stockholder of SSLIC immediately prior to the Effective Time of the
Merger  will,  by virtue of the Merger and without any action on the part of the
stockholder  thereof,  automatically be canceled and converted into the right to
receive  cash in the  amount  equal  to  $3.84  per  share.  In  addition,  each
unaffiliated stockholder of SSLIC immediately prior to the effective time of the
Merger will,  by virtue of the Merger and without any action on the part of such
stockholder,  cease being a stockholder of SSLIC and automatically  receive cash
in an amount  equal to the  number of shares of SSLIC  Common  held of record by
such stockholder at such time multiplied by $3.84 per share.

     (b)  The  Merger  Consideration  shall  be  delivered  to the  unaffiliated
stockholders of SSLIC as follows:

          (i) No later than 10:00 a.m.  (Mountain  Standard Time) on the Closing
     Date,  Security  National  Life and SSLIC  Holding shall deliver the Merger
     Consideration to Security National Life.

          (ii)  Promptly  after  the  Effective  Time  of  the  Merger,  and  in
     accordance with Section 2.3 hereof,  the Disbursing  Agent shall deliver to
     the unaffiliated  stockholders of SSLIC Common at the Effective Time of the
     Merger,  the Merger  Consideration  in the  proportion set forth in Section
     2.2(a) hereof.

2.3 Delivery of Cash for SSLIC Common and  Surrender of  Certificates  for SSLIC
Common.  All deliveries of Merger  Consideration  to be made to the unaffiliated
stockholders  of SSLIC  Common  shall be made by delivery of cash payment by the
Disbursing  Agent  to and in the name of each  holder  of  SSLIC  Common  or its
designated  agent or transferee.  After the Effective Time of the Merger,  there
shall be no further  registry of transfers in respect of SSLIC Common.  Promptly
after the Effective  Time of the Merger,  Security  National Life will cause the
Disbursing  Agent to send a notice and a transmittal  form to each  unaffiliated
holder of record of SSLIC Common  immediately prior to the Effective Time of the
Merger  advising  such  holders of the terms of the Merger  Consideration  to be
effected  in  connection  with  the  Merger,   the  procedure  for  surrendering
certificates  for SSLIC Common to Security  National Life, and the procedure for
delivery to such stockholder of the cash amount to which such holder is entitled
pursuant to the terms  hereof and the Plan of  Reorganization.  If any such cash
payment  is to be  delivered  to a name  other  than  that in  which  the  stock
certificate is  registered,  the  certificate  so surrendered  shall be properly
endorsed and otherwise in proper form for transfer.

2.4 Dissenting  Shareholders.  The duties and rights of a dissenting stockholder
of SSLIC Common, as well as the duties and rights of the surviving  corporation,
shall be as  provided  in the  Florida  Business  Corporation  Act.  If any such
stockholder  shall not  perfect  his rights as a  dissenting  shareholder  under
Section  607.1301  et seq.  of the  Florida  Business  Corporation  Act, or such
stockholder shall thereafter withdraw such election or otherwise become bound by
the provisions of the Plan of  Reorganization  pursuant to the Florida  Business
Corporation Act, the amount of cash payment to such dissenting stockholder shall
be  entitled  to be paid shall be the amount  such  stockholder  would have been
entitled under the Plan of  Reorganization  had such  stockholder  not perfected
such rights.

2.5  Surviving  Corporation.  Except  as  provided  otherwise  in  the  Plan  of
Reorganization:

     (a) The Articles of Incorporation of SSLIC as in effect  immediately  prior
to the Effective  Time of the Merger shall be the Articles of  Incorporation  of
the Surviving Corporation after the Effective Time.

     (b) The  Bylaws of SSLIC as in effect  immediately  prior to the  Effective
Time of the Merger shall be the Bylaws of the  Surviving  Corporation  after the
Effective Time.

2.6 Effectiveness of Merger.  The Merger shall become effective at the Effective
Time of the Merger as defined in the Plan of Reorganization.


                                    ARTICLE 3

                                  MISCELLANEOUS

3.1 Termination.  This Merger Agreement shall terminate in the event of and upon
termination of the Plan of Reorganization.

3.2 Prior  Agreements;  Modifications.  This  Merger  Agreement  and the Plan of
Reorganization  constitute the entire agreement between the parties with respect
to the  subject  matter  hereof,  and  shall  supersede  all  prior  agreements,
documents, or other instruments with respect to the matters covered hereby. This
Agreement may be amended by an  instrument  in writing  signed by each of SSLIC,
SSLIC  Holding and  Security  National  Life;  provided,  however,  that no such
amendment  entered into without the written consent of the shareholders of SSLIC
may decrease the Merger Consideration.

3.3 Captions  and Table of Contents.  The captions and table of contents in this
Merger  Agreement are for convenience only and shall not be considered a part of
or affect the  construction  or  interpretation  of any provision of this Merger
Agreement.

3.4 Governing Law. The terms of this Merger  Agreement shall be governed by, and
interpreted  and construed in accordance  with the provisions of the laws of the
State of Florida without regard to its conflicts of law principles.

3.5  Counterparts.  This  Merger  Agreement  may be  executed  in any  number of
counterparts, each of which, when so executed, shall constitute an original copy
hereof.

3.6 Severability.  If any clause, provision, or section of this Merger Agreement
is  ruled  illegal,   invalid,  or  unenforceable  by  any  court  of  competent
jurisdiction,  the invalidity or unenforceability of such clause,  provision, or
section shall not affect any of the remaining provisions hereof.

3.7 Notices.  Any notice,  request  instruction,  or other  document to be given
hereunder  shall  be in  writing  and  shall  be  transmitted  by  certified  or
registered mail, postage prepaid,  by reputable express courier, or by facsimile
transmission.  The  addresses  or  facsimile  telephone  numbers  to which  such
communications shall be sent are as follows:

If to SSLIC:

                  Southern Security Life Insurance Company
                  755 Rinehart Road
                  Lake Mary, Florida 32746
                  Attention: Scott M. Quist, President and
                      Chief Operating Officer
                  Facsimile Number: (407) 321-7113

                  With a copy to:

                  Mackey Price Thompson & Ostler
                  57 West 200 South, Suite 350
                  Salt Lake City, Utah 84101-3663
                  Attention: Randall A. Mackey, Esq.
                  Facsimile Number: (801) 575-5006

If to Security National Life:

                  Security National Life Insurance Company
                  5300 South 360 West, Suite 250
                  Salt Lake City, Utah 84123
                  Attention: Scott M. Quist, President and
                      Chief Operating Officer
                  Facsimile Number: (801) 265-9882

or to such other  address or  facsimile  telephone  number as any party may from
time to time designate to the others in writing.

3.8 Waiver.  The  performance of any covenant or agreement or the fulfillment of
any condition of this Merger Agreement by Security  National Life, SSLIC Holding
and SSLIC may be  expressly  waived  only in writing by the other  parties.  Any
waiver  hereunder  shall be effective only in the specific  instance and for the
purpose for which  given.  No failure or delay on the part of Security  National
Life, SSLIC Holding and SSLIC in exercising any right, power, or privilege under
this Merger Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right,  power, or privilege hereunder preclude any other
or further  exercise  thereof or the  exercise  of any other  right,  power,  or
privilege.

     IN WITNESS  WHEREOF,  each of the parties  hereto,  intending to be legally
bound  hereby,  has duly  executed  this Merger  Agreement  as of the date first
written above.

                                   SOUTHERN SECURITY LIFE
                                   INSURANCE COMPANY



                                By:______________________________
                                   Scott M. Quist, President and
                                   Chief Operating Officer

                                   SECURITY NATIONAL LIFE
                                   INSURANCE COMPANY



                                By:______________________________
                                   Scott M. Quist, President and
                                   Chief Operating Officer

                                   SSLIC HOLDING CORPORATION



                                By:______________________________
                                   Scott M. Quist, President and
                                   Chief Operating Officer