REINSURANCE AGREEMENT


                                     BETWEEN


                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

                              of Lake Mary, Florida



                 referred to in this Agreement as the "Company"


                                       and


                    SECURITY NATIONAL LIFE INSURANCE COMPANY

                             of Salt Lake City, Utah



                referred to in this Agreement as the "Reinsurer"







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                                TABLE OF CONTENTS
                                                          Page

I.       Scope of Reinsurance                              4
II.      Liability                                         4
III.     General Provisions                                4
IV.      Initial Consideration and Reinsurance Premiums    8
V.       Reserve Adjustments                               9
VI.      Benefits                                         10
VII.     Accounting and Settlement                        11
VIII.    Recapture                                        13
IX.      Recapture Accounting and Settlement              13
X.       Arbitration                                      14
XI.      Insolvency                                       15
XII.     Severability                                     15
XIII.    Complete Agreement                               16
XIV.     Parties to Agreement                             16
XV.      Assignment                                       16
X        Investment of Assets                             16
XVII.    DAC Tax Article                                  16
XVIII.   Execution                                        17
Schedule A, Policies and Amounts Reinsured                18
Schedule B, Initial Statutory, Modified Coinsurance and   19
Coinsurance Reserves and Net Profit Calculation
Schedule C, Reinsurance Premiums                          20
Schedule D, Expense Allowance                             21
Schedule E, Modified Coinsurance Interest Rate and        22
Modco Investment Income
Schedule F, Part I. Coinsurance and Modified Coinsurance
            Reserve Report                                23
Schedule F, Part II. Loss Carry Forward Report            25
Schedule F, Part III. Experience Refund                   26
Schedule F, Part IV. Quarterly Settlement Report          27
Schedule G, Policy Exhibit                                28


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                          TABLE OF CONTENTS (continued)

Page

Schedule H, Part I. Quarterly Statutory Reporting         29
Schedule H, Part II. Annual Statutory Reporting           30
Schedule I, Part I. DAC Tax Adjustment                    31
Schedule I, Part II. Reinsurance Questionnaire            32
Schedule I, Part III. DAC Tax Exhibit                     33
Schedule J, Trust Agreement                               34
Schedule K, Minimum Coinsurance Reserve                   35


<PAGE>


SOUTHERN  SECURITY LIFE INSURANCE  COMPANY (the "Company") and SECURITY NATIONAL
LIFE INSURANCE COMPANY (the "Reinsurer") mutually agree to reinsure on the terms
and  conditions  set out  below.  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 no instance  shall  anyone other than the Company or Reinsurer
have any rights under this Agreement.


                                    ARTICLE I
                              SCOPE OF REINSURANCE

1.  Policies  Reinsured.  The  Company  hereby  cedes and the  Reinsurer  hereby
reinsures,  according to the terms and conditions of this  Agreement,  the risks
under certain policies, as described in Schedule A.

2. Coverages and Exclusions.

a) Only  risks  under the  policies  referred  to in  Paragraph  1,  hereinafter
referred to as the "Policies," to the extent of the limits specified in Schedule
A, are reinsured under this Agreement.

b) The  Reinsurer  will  reimburse  for the same form and term of  nonforfeiture
benefits as provided  for in each  reinsured  policy  issued by the Company in a
quota share percentage corresponding to that shown in Schedule A.

c) The Reinsurer shall have no liability to the Company for reimbursement of any
policy loans made to  policyholders  with respect to the portion of the policies
reinsured under this Agreement.

3. Plan of  Reinsurance.  Reinsurance  effected  under this  Agreement  shall be
partially on a coinsurance basis and partially on a modified coinsurance basis.


                                   ARTICLE II
                                    LIABILITY

Liability.  The liability of the Reinsurer shall begin  simultaneously with that
of the  Company,  but not prior to the  effective  date of this  Agreement.  The
reinsurance under this Agreement with respect to any policy reinsured  hereunder
shall be maintained  in force without  reduction as long as the liability of the
Company under such policy remains in force without reduction, unless reinsurance
under this Agreement is terminated or reduced or as otherwise  provided  herein.
The Reinsurer's liability on any policy reinsured hereunder shall terminate with
that of the Company,  but shall not extend beyond the  termination  date of this
Agreement.


                                   ARTICLE III
                               GENERAL PROVISIONS


1.   Representations and warranties of Company.

     a.   The  Company  has  provided  the   Reinsurer   copies  of  all  forms,
          applications,  rates and values with respect to the Policies  that the
          Reinsurer has requested and shall keep the Reinsurer promptly informed
          with  respect  to  any  changes  or   modifications   to  such  forms,
          applications or rates.
     b.   The Company will provide the Reinsurer with the latest  examination of
          Company by the Florida  Department  of Insurance at the request of the
          Reinsurer.
     c.   The Company is licensed and in good  standing in Florida.  The Company
          does not have any reason to  believe  that it is about to be placed in
          supervision,  rehabilitation,  receivership, suspension or liquidation
          by any insurance department.
     d.   The Company is duly organized,  validly  existing and in good standing
          under  the  laws of the  state  of  Florida,  and  has  all  necessary
          corporate  power and  authority to entitle it to use its name, to own,
          lease or otherwise  hold its  properties  and assets,  to carry on its
          business as currently conducted, and to perform its obligations.
     e.   The  execution,  delivery  and  performance  of this  Agreement by the
          Company  will not (i) violate or conflict  with any  provision  of its
          Certificate of Incorporation or bylaws;  (ii) violate or result in any
          breach of or  constitute a default  under,  or give rise to a right of
          modification,  termination  or  cancellation  of,  or  accelerate  the
          performance  required  by the  terms  of,  as the  case  may  be,  any
          contract,  lease, license,  mortgage,  note, or any agreement to which
          the  Company  is bound;  or (iii)  violate or  conflict  with any law,
          regulation,  code, judgment,  order, writ, injunction or decree of any
          court,  governmental  body,  or  administrative  agency  by which  the
          Company may be bound.
     f.   The Company has full corporate power and authority to execute, deliver
          and perform its obligations  under this  Agreement,  and has taken all
          necessary  corporate  and other action to authorize  the ceding of the
          Policies under the terms of this Agreement.
     g.   This Agreement has been duly executed and delivered by the Company and
          constitutes  a valid and legally  binding  obligation  of the Company,
          enforceable in accordance with its terms.
     h.   To the best of the Company's knowledge, the Policies are in compliance
          with all  applicable  requirement  of law and are on forms approved in
          all  material  respects by the  appropriate  governmental  authorities
          except to the extent that failure to be in compliance  therewith  does
          not have a material adverse effect.
     i.   The assets  reflected  by Company on its  quarterly  statement  to the
          Insurance  Department  of the State of Florida for the  quarter  ended
          September  30,  2003 a) have not  decreased  since that  time,  b) are
          accurately  reflected  as to  value,  c) are  unencumbered,  except as
          reflected on the statement,  and d) are fully available to the Company
          to support its obligations to its policyholders.
     j.   Company  acknowledges  the  existence  of  certain  other  reinsurance
          agreements  (collectively  referred  to as  "Third  Party  Reinsurance
          Agreements").  Company acknowledges that Reinsurer will not accept the
          risks associated with possible changes to the Third Party  Reinsurance
          Agreements and further  promises that this Agreement  shall be treated
          as if the Third  Party  Reinsurance  Agreements  are in full force and
          effect,  as constituted on the effective date of this  Agreement.  The
          Company further represents that any increase to the premiums under the
          Third Party  Reinsurance  Agreements shall be the sole  responsibility
          and obligation of Company, unless accepted in writing by Reinsurer.

2.        Representations and warranties of Reinsurer.
     a.   The Reinsurer is duly organized, validly existing and in good standing
          under the laws of the state of Utah,  and has all necessary  corporate
          power and  authority to entitle it to use its name,  to own,  lease or
          otherwise hold its properties and assets,  to carry on its business as
          currently conducted, and to perform its obligations.
     b.   The  execution,  delivery  and  performance  of this  Agreement by the
          Reinsurer  will not (i) violate or conflict  with any provision of its
          Certificate of Incorporation or by-laws; (ii) violate or result in any
          breach of or  constitute a default  under,  or give rise to a right of
          modification,  termination  or  cancellation  of,  or  accelerate  the
          performance  required  by the  terms  of,  as the  case  may  be,  any
          contract,  lease, license,  mortgage,  note, or any agreement to which
          the  Reinsurer is bound;  or (iii)  violate or conflict  with any law,
          regulation,  code, judgment,  order, writ, injunction or decree of any
          court,  governmental  body,  or  administrative  agency  by which  the
          Reinsurer may be bound.
     c.   The  Reinsurer  has full  corporate  power and  authority  to execute,
          deliver and  perform its  obligations  under this  Agreement,  and has
          taken all necessary corporate and other action to authorize the ceding
          of the Policies under the terms of this Agreement.
     d.   This  Agreement  has been duly executed and delivered by the Reinsurer
          and  constitutes  a  valid  and  legally  binding  obligation  of  the
          Reinsurer, enforceable in accordance with its terms.

3.  Reinsurance  Conditions.  The  reinsurance  hereunder is subject to the same
limitations  and  conditions  as the  insurance  under  the  policies  which are
reinsured hereunder, except as otherwise provided herein.

4.  Administration  of Policies  Reinsured.  The Company  shall  administer  the
policies reinsured hereunder and shall perform all accounting for such policies.

5.  Ownership of Assets.  The Company  shall retain  ownership all of the assets
held in  relation  to the U.S.  Statutory  Reserves  on the  policies  reinsured
hereunder,  subject to Reinsurer's beneficial interest. The said assets shall be
placed in trust with a mutually agreed upon financial institution.  Company will
continue to manage the assets  placed in the trust and will be allowed to buy or
sell the assets under normal business circumstances,  provided that the value of
the  corpus  of the  trust  remains  at or above  the  value of the trust at its
inception.  The mechanics of the trust are more fully described in the Custodial
Agreement  between  Company  and  Reinsurer  which is  incorporated  herein  and
attached hereto as Schedule J.

6. Initial Allowance. An initial allowance shall be paid to the Company equal to
$3,200,000.  This Initial  Allowance is due and payable on the effective date of
this  Agreement.  This  allowance  is meant to  reimburse  the  Company  for all
acquisition costs incurred on the reinsured  business.  No other allowances will
be paid to the Company by the Reinsurer as reimbursement for these expenses.

7.  Expense  Allowance.  An expense  allowance  for the  Reinsurance  Premium as
described in Schedule D shall be allowed the Company for the  administration  of
the business reinsured hereunder.

8. Age or Gender  Adjustment.  If the  amount of any of the  Company's  policies
reinsured  under this Agreement is changed  because of a misstatement  of age or
gender,  the  Reinsurer  will  share  proportionately  with the  Company  in all
adjustments in accordance with the limitations defined in Schedule A.

9. Policy Changes. Company, under any circumstances, may not make any changes to
the terms and conditions of any policies  reinsured under this Agreement without
the written consent of the Reinsurer. For the purpose of this Agreement,  "terms
and  conditions  of any  policies"  includes,  but is not  limited  to  interest
crediting rates and cost of insurance rates.

If Company  obtains  Reinsurer's  written  consent,  and a change is made in the
terms and conditions of a policy issued by the Company and reinsured  hereunder,
which increases or reduces the liability of the Company on such policy,  changes
the plan of  insurance  or makes any other  policy  change,  the Company and the
Reinsurer  shall  share  in  such  change  in  proportion  to  their  respective
liabilities under this Agreement except as provided in a formal exchange program
as  described  below.  A  reduction  in  reinsurance  which is not caused by the
implementation  of a formal exchange  program will not be applied,  however,  to
force the Company to reassume more than its regular retention limits at the time
of the reduction of age at issue,  mortality  rating,  and form of the policy or
policies for which reinsurance is being terminated.

If the  Company  makes a  change  in the  terms  and  conditions  of any  policy
reinsured hereunder,  including, but not limited to, a change in the method used
to calculate  reserves on the policy,  and such change  affects the  Reinsurer's
liability  hereunder  with  respect of such  policy,  the Company  shall  obtain
Reinsurer's  advance written consent before making any changes.  For purposes of
this  Agreement,  any such  change  shall be deemed to be the  issuance of a new
policy form by the Company.  The Reinsurer  shall inform the Company whether the
Reinsurer  will  include  such new policy  form under  this  Agreement,  or will
terminate or modify the reinsurance  hereunder in respect of such policy. In the
event of a termination  or  modification  pursuant to this  Article,  a terminal
accounting  shall  be  computed  for all  policies  for  which  reinsurance  was
terminated  or modified.  If the  calculation  produces a negative  amount,  the
Company shall pay the Reinsurer the absolute value of such amount.

10.  Internal  and External  Replacements.  Company may not make any internal or
external  replacements of policies  reinsured  under this Agreement  without the
written consent of Reinsurer.

An internal  replacement  of any contracts  reinsured  hereunder,  pursuant to a
program of internal  or  external  replacement,  shall be  considered  reinsured
contracts under the terms of this  Agreement,  with effect from the date of such
replacement,  unless  the  Reinsurer,  at its sole  discretion,  chooses  not to
reinsure such policies.

An internal  replacement  shall include all contracts  which are reinsured under
this  Agreement  which  under a  program  initiated  by the  Company  after  the
Effective  Date  of  this  Agreement  are,   within  six  (6)  months  of  being
surrendered, covered under a new policy written by the Company or an affiliate.

An external  replacement  program shall consist of a program entered into by the
Company  with a  non-affiliated  company  to  replace  the  contracts  reinsured
hereunder for a contract with another reinsurer.

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

12. Inspection.  The Company shall be responsible for maintaining proper records
and for handling the collection of premiums, payment of benefits,  processing of
policy  loans and  policyholder  service.  The Company will be  responsible  for
computing  reserves and other data necessary for the Reinsurer to file statutory
and tax financial  statements.  At any reasonable  time during  business  hours,
either  party may  inspect  the  original  papers and any and all other books or
documents  at the home  office  of the  other  party  relating  to or  affecting
reinsurance under this Agreement. The Company agrees to complete, at the request
of the Reinsurer, a process confirming the existence of policies reinsured under
this Agreement.

13.  Amendments.  This  Agreement  may be  amended  by mutual  agreement  of the
parties.  Any such  amendments  shall be in  writing  and  signed by  authorized
representatives of both parties.

14.  Headings and  Schedules.  Article and paragraph  headings are not a part of
this Agreement and shall not affect the terms hereof. The schedules attached are
a part of this Agreement.

15.  Offset.  Any  debts  or  credits,  matured  or  unmatured,   liquidated  or
unliquidated,  regardless  of when they arose or were  incurred,  in favor of or
against  either the Company or the Reinsurer  with respect to this Agreement are
deemed  mutual  debts or credits,  as the case may be, and shall be set off, and
only the balance shall be allowed or paid.

16. Recoupment.  All net amounts due either party under this Agreement,  for any
accounting period, shall be netted regardless of the insolvency,  rehabilitation
or receivership of either party. In particular, amounts due under this Agreement
to one party before or after the  insolvency  of the other party may be recouped
and only the net balance due shall be paid.

17.  Currency.  The currency for the purpose of this  Agreement  shall be United
States dollars.

18.  Coinsurance  Reserve.  The initial  coinsurance  reserve  shall be equal to
$3,200,000.  Subsequently,  the  Coinsurance  Reserve  shall  be  equal  to  the
difference between the Statutory Reserve and the Modified  Coinsurance  Reserve.
The Company shall take a reserve credit,  in accordance  with  applicable  state
statutes,  for the portion  hereunder of this Agreement that is on a coinsurance
basis and the Reinsurer  shall establish such amount on its books and records as
its  minimum  reserve  liability  on  the  portion  of  the  policies  reinsured
hereunder.

19. Service of Suit

If the Reinsurer fails to perform any of its  obligations  under this Agreement,
the Company may request the Reinsurer  submit to the  jurisdiction of a court of
competent  jurisdiction within the United States. The Reinsurer will comply with
all reasonable  requirements  necessary to give such court  jurisdiction over it
and will abide by the final decision of such court or of any appellate  court in
the event of an appeal.

The Reinsurer  hereby  designates the  Commissioner  of the State of Utah as its
true and lawful attorney within such  Commonwealth  upon whom any lawful process
in any action, suit or proceeding instituted by or on behalf of the Company.

This  provision is not intended to conflict  with or override the  obligation of
the parties to arbitrate disputes hereunder.  Consequently,  it shall only apply
as  necessary  to enforce  the terms of this  Agreement  or to enforce a written
decision of the arbitrators.


<PAGE>


                                   ARTICLE IV
                 INITIAL CONSIDERATION AND REINSURANCE PREMIUMS

To effect reinsurance with respect to the policies inforce on the effective date
of  this  Agreement,  the  Company  shall  pay to  the  Reinsurer,  the  initial
consideration  and  reinsurance  premium as  described  in  Paragraph  2 of this
Article.

Initial  Consideration and Reinsurance  Premium The initial  consideration to be
paid to the  Reinsurer by the Company on the  effective  date of this  Agreement
will be the  reinsured  quota share of the US  Statutory  Reserve (as defined in
Schedule B) as of the effective  date of this  Agreement,  corresponding  to the
amount and policies reinsured, as outlined in Schedule A.

During  subsequent  accounting  periods,  the Company will pay the Reinsurer the
reinsurance  premium  determined in accordance with Schedule C, corresponding to
the amount and the policies reinsured.


                                    ARTICLE V
                               RESERVE ADJUSTMENTS

1. Initial Reserve  Adjustment.  Simultaneously  with the payment of the initial
consideration  described  in Article  IV, by the Company to the  Reinsurer,  the
Reinsurer shall pay to the Company an initial reserve transfer in an amount that
is equal to the Modified Coinsurance  Reserves, as defined in Schedule B, on the
effective  date  of  this  Agreement  with  respect  to the  policies  reinsured
hereunder.

2. Modco Reserve Adjustments.

     (a) Modco reserve adjustments shall be computed quarterly by deducting ((i)
     + (ii)) from (iii) where items (i), (ii) and (iii) are defined as:

          (i) the total amount of the Modified Coinsurance  Reserves, as defined
          in Schedule B, on the last day of the preceding  accounting  period on
          the contracts reinsured hereunder.

          (ii) Modco Investment Income as defined in Schedule E.

          (iii) the total  amount of the  Modified  Coinsurance  Reserves on the
          last day of the current  accounting  period on the policies  reinsured
          hereunder and then in force under this Agreement.

     With respect,  however,  to the first accounting period after the effective
date of this Agreement  occurs,  the reference in "(i)," to "the last day of the
preceding  accounting  period"  shall  refer  to  the  effective  date  of  this
Agreement.

     In the accounting period in which termination of this Agreement occurs, the
reference in "(iii)"  above to "the last day of the current  accounting  period"
shall refer to the termination date of this Agreement.

     (b) For any accounting  period in which "(iii)" exceeds ("(i)" + "(ii)") in
(a), above, the Reinsurer shall pay the Company such excess.  For any accounting
period in which  ("(i)" + "(ii)")  exceeds  "(iii),"  in (a) above,  the Company
shall pay the Reinsurer such excess.


<PAGE>



                                   ARTICLE VI
                                    BENEFITS

1. Notice. The Company shall have the sole  responsibility for the settlement of
claims with its  claimants.  The Company  will  maintain  records to support its
claim payments.  The Reinsurer reserves the right to review those claim records,
and proofs of such claim payments due or paid will be furnished to the Reinsurer
upon request.

2. Liability and Payment.  The Reinsurer will accept the decision of the Company
on payment of benefits  (defined  herein) on a policy reinsured  hereunder,  the
intent of the parties being that the Reinsurer will, in every case to which this
Agreement applies and in the proportions  specified herein,  follow the fortunes
of the  Company.  The  Reinsurer  will pay its quota  share in a lump sum to the
Company without regard to the form of claim settlement of the Company.  Benefits
shall be defined as death benefits, surrender benefits, withdrawals,  dividends,
annuity benefits (defined as the annuity benefits payable in accordance with the
guaranteed   settlement  options  as  provided  for  in  each  policy  reinsured
hereunder)  and  other  contractual  policyholder  benefits,  net of  any  other
Reinsurance  the Company  may have on the  business  covered by this  Agreement.
Punitive,  exemplary or  extra-contractual  damages are not considered  benefits
under this Agreement.

3. Contested  Claims.  The Company will advise the Reinsurer of its intention to
contest, compromise, or litigate a claim involving a policy reinsured hereunder.
The  Reinsurer  will pay its share of the  unusual  expense  of the  contest  in
addition to its share of the claim itself,  or it may choose not to  participate
in the contest.  If the Reinsurer chooses not to participate,  it will discharge
its  liability  by payment  of the full  amount of its  liability  on the policy
reinsured to the Company. In no event shall the following categories of expenses
or  liabilities  be  considered  for  purposes  of this  Agreement  as  "unusual
expenses":

          a) routine investigation or administrative expense;
          b) expenses incurred in connection with a dispute or contest arising
          out of conflicting claims of entitlement to policy proceeds or
          benefits which the Company admits are payable;
          c)  expenses,  fees,  settlements  or  judgments  arising out of or in
          connection  with claims  against the Company for punitive or exemplary
          damages; and
          d)  expenses,  fees,  settlements  or  judgments  arising out of or in
          connection  with claims made  against the Company and based on alleged
          or actual  bad  faith,  failure to  exercise  good  faith or  tortious
          conduct  in the  handling  of  claims  or in other  dealings  with its
          policyholders.

4.  Assistance and Advice.  On any claim on a policy  reinsured  hereunder,  the
Reinsurer will, at the request of the Company,  advise and assist the Company in
its  determination  of the  liability  and in the best  procedure to follow with
respect to a claim of doubtful  validity,  provided that the Reinsurer shall not
be liable to the  Company or to any third  party for claims  arising out of such
advice and assistance.

5. General.  It is expressly  understood that all benefits  reinsured  hereunder
this Agreement shall be netted against the Reinsurance Premium and other amounts
due the Reinsurer from the Company under this Agreement.


<PAGE>


                                   ARTICLE VII
                            ACCOUNTING AND SETTLEMENT

1. Accounting Periods.  The accounting shall be on a calendar quarter basis. The
first accounting period shall begin on the 1st day of the effective date of this
Agreement.  The final accounting  period shall run from the end of the preceding
calendar quarter until the termination date of this Agreement.

2. Accounting  Reports.  Accounting  reports  (Schedules F, G, H and K) shall be
submitted to the Reinsurer by the Company not later than fifteen (15) days after
the end of each  accounting  period  except  in the  case of  calendar  year end
accounting reports as described in the following  paragraph.  Such reports shall
be shown on a line of  business  basis as  indicated  on  Schedule A and include
information on claims,  surrender  values,  statutory  reserve  adjustments  and
Coinsurance  Reserves on a consolidated  basis on the policies reinsured for the
preceding accounting period.

Within  fifteen (15) days of the end of the  calendar  year,  the Company  shall
supply the Reinsurer  with the year end  Accounting  Reports which shall include
information as shown in Schedules F, G, H and K. The Company shall make its best
efforts to supply the actual data; and if the data cannot be supplied within the
time limits, the Company shall produce best estimates which are trued up later.

3.  Settlements.  With respect to the business  reinsured  hereunder  and within
fifteen (15) days after the end of each  accounting  period,  except for the 1st
accounting  period  which  will be the  effective  date of this  Agreement,  the
Company shall pay the Reinsurer a settlement computed as follows:

Initial Reinsurance Premium (In accordance with Article IV; first period only),

PLUS: Premiums, in accordance with Schedule C,

MINUS: Initial Allowance (Article III, Paragraph 6; first period only),

MINUS: Expense Allowance, in accordance with Schedule D,

PLUS:  Modco Reserve  Adjustment  payable to the  Reinsurer in  accordance  with
Article V,

MINUS:  Modco  Reserve  Adjustment  payable to the  Company in  accordance  with
Article V,

MINUS:  Benefits paid during the accounting  period,  in accordance with Article
VI.

MINUS: Experience Refund as defined in Article VII, paragraph 8 below.

If the  amount  computed  is  positive,  then such  amount  shall be paid to the
Reinsurer by the Company. If the amount computed is negative,  then the absolute
value of such amount shall be paid by the Reinsurer to the Company.

4. Loss Carry Forward. At the beginning of the first accounting period, the Loss
Carry Forward shall be set equal to zero. For subsequent accounting periods, the
Loss Carry Forward shall be as calculated in Schedule F, Part II.

5. Amounts Due. Except as otherwise specifically provided in this Agreement, all
amounts  due to be  paid  to  either  the  Reinsurer  or the  Company  shall  be
determined on a net basis as of the last day of each  accounting  period.  These
amounts shall be due and payable within fifteen (15) days after such date.

In the  calculation of the net amount due in Paragraph 3 above,  due regard will
be given to the  incidence  of  payment  throughout  the  accounting  period and
interest at the rate  determined in accordance  with Paragraph 6 below,  will be
credited  accordingly  on an exact  basis,  whenever  possible or otherwise on a
mutually agreed upon approximate basis.

6. Delayed  Payment and  Recalculations.  If there is a delayed  settlement or a
recalculation of an amount due, there will be an interest charge computed at the
interest  rate  prescribed  below for the period  commencing  with the sixteenth
(16th) day after the end of the accounting period to which the charge applies.

The annual interest rate for delayed  settlement  shall be equal to the yield of
one-year US  treasuries  as quoted at closing on the last Friday before the last
day of the accounting period to which the charge applies, plus 100 basis points.

7. Expense and Risk Charge. The expense and risk charge in any accounting period
shall be equal to 1.00% of the Coinsurance  Reserve at the end of the accounting
period.

In no event shall the  Expense and Risk Charge be payable in a given  accounting
period, if the Profit (Schedule B) is less than zero.

8. Experience Refund. If the Experience Refund is positive, this amount shall be
paid to the Company by the Reinsurer.  If the Experience Refund is negative, the
absolute  value of this amount  shall be paid to the  Reinsurer  by the Company.
Beginning  with the second  accounting  period that the  Coinsurance  Reserve is
equal to zero, if the Experience Refund is positive,  then the Experience Refund
will be reduced by 10%. The Experience Refund is calculated as follows:

Premiums, in accordance with Schedule C,

PLUS: Experience Refund Investment Income in accordance with Schedule E,

MINUS: Benefits paid during the accounting period in accordance with Article VI,

MINUS: Expense Allowance, in accordance with Schedule D,

MINUS: Change in the Statutory Reserve in accordance with Schedule F,

PLUS: Change in the Coinsurance Reserve in accordance with Schedule F,

MINUS: Expense and Risk charge in accordance with Article VII,

MINUS:  Loss Carry  Forward at the  beginning of the current  accounting  period
accumulated  at the Modco  Investment  Income  Interest  Rate (as  calculated in
Schedule E)

EQUALS: Experience Refund


<PAGE>

                                  ARTICLE VIII
                                    RECAPTURE

1. Duration. The parties expressly recognize that this Agreement is an executory
contract,  and agree that it will terminate  automatically in the event that the
Company  fails to pay any  reinsurance  premiums  when due. In the event of this
automatic  termination,  the Recapture  Accounting  and  Settlement  outlined in
Article IX will apply.

2. Recapture.  The Company may recapture the business reinsured hereunder at any
time after  September  30, 2004 with ninety (90) days prior written  notice,  if
recapture  will  occur in the 1st,  2nd or 3rd  quarter  of a given  year or one
hundred and twenty days (120) days prior written notice, if recapture will occur
in the 4th quarter of a given year.

3. Procedure. Recapture of reinsurance hereunder may be effected only subject to
the recapture accounting and settlement provisions described in Article IX.


                                   ARTICLE IX
                       RECAPTURE ACCOUNTING AND SETTLEMENT

1. Recapture Accounting.  In the event that all reinsurance under this Agreement
is  recaptured  in  accordance  with Article  VIII, a recapture  accounting  and
settlement shall take place.

2. Date. The recapture  accounting date shall be the effective date of recapture
pursuant to any notice of  recapture  given under this  Agreement  or such other
date as shall be mutually agreed to in writing.

3. Settlement. The recapture accounting and settlement shall consist of:

     a) the settlements as provided in Article VII, computed as of the recapture
     accounting date;

     b)  payment  by the  Company  to the  Reinsurer  of an amount  equal to the
     Statutory  Reserve  minus  the  coinsurance  reserve  hereunder  as of  the
     recapture accounting date; and

     c) payment by the  Reinsurer  to the Company of a  recapture  consideration
     equal to the US  Statutory  Reserve  (as  defined in  Schedule B) as of the
     recapture accounting date.

     d) An additional  recapture  adjustment equal to the coinsurance reserve as
     of the recapture date of this Agreement shall be paid by the Company to the
     Reinsurer.

If the calculation of the recapture accounting and settlement produces an amount
owing to the Company, such amount shall be paid promptly by the Reinsurer to the
Company. If the calculation of the recapture  accounting and settlement produces
an amount  owing to the  Reinsurer,  such amount  shall be paid  promptly by the
Company to the Reinsurer.

4. Supplementary Accounting and Settlement. In the event that, subsequent to the
recapture  accounting  and settlement as above  provided,  a change is made with
respect  to  any  amount  taken  into   account   pursuant  to  Article  VII,  a
supplementary  accounting  shall  take place  pursuant  to  Paragraph  3 of this
Article.  Any amount owed to the  Reinsurer  or to the Company by reason of such
supplementary accounting shall be paid promptly upon the completion thereof.


<PAGE>



                                    ARTICLE X
                                   ARBITRATION

It is the  intention  of the  Reinsurer  and the  Company  that the  customs and
practices of the insurance and reinsurance industry will be given full effect in
the operation and interpretation of this Agreement.  The parties agree to act in
all things with the highest good faith.  If the Reinsurer or the Company  cannot
mutually  resolve a dispute  which  arises out of or relates to this  Agreement,
however, the dispute will be decided through  arbitration.  The arbitrators will
base their  decision on the terms and  conditions  of this  Agreement  plus,  as
necessary,  on the customs and practices of the  insurance  and the  reinsurance
industry  rather than solely on a strict  interpretation  of the applicable law;
there will be no appeal from their decision,  and any court having  jurisdiction
of the subject matter and the parties may reduce that decision to judgment.

To initiate  arbitration,  either the Company or the  Reinsurer  will notify the
other party by Certified Mail of its desire to arbitrate,  stating the nature of
its  dispute and the remedy  sought.  The party to which the notice is sent will
respond to the notification in writing within ten (10) days of its receipt.

There will be three  arbitrators  who will be current or former officers of life
insurance companies other than the contracting companies,  their subsidiaries or
affiliates.   Each  of  the  contracting  companies  will  appoint  one  of  the
arbitrators  and these two  arbitrators  will select the third.  If either party
refuses or neglects to appoint an arbitrator  within sixty (60) days,  the other
party may appoint the second arbitrator.  If the two arbitrators do not agree on
a third  arbitrator  within  sixty (60) days of their  appointment,  each of the
arbitrators will nominate three  individuals.  Each arbitrator will then decline
two of the nominations  presented by the other arbitrator.  The third arbitrator
will then be chosen from the remaining two nominations by drawing lots.

It is agreed that each of the three  arbitrators  should be impartial  regarding
the dispute and should  resolve the dispute on the basis  described in the first
paragraph of this  Article.  Therefore at no time will either the Company or the
Reinsurer  contact or otherwise  communicate with any person who is to be or has
been designated as a candidate to serve as an arbitrator concerning the dispute,
except  upon the basis of jointly  drafted  communications  provided by both the
Company and the Reinsurer to inform the  arbitrators  of the nature and facts of
the dispute. Likewise, any written or oral arguments provided to the arbitrators
concerning  the  dispute  will be  coordinated  with the other party and will be
provided simultaneously to the other party or will take place in the presence of
the other party.  Further,  at no time will any  arbitrator be informed that the
arbitrator has been named or chosen by one party or the other.

The  arbitration  hearing  will be held in a place and on the date  fixed by the
arbitrators.  In no event will this date be later than six (6) months  after the
appointment of the third arbitrator.  As soon as possible,  the arbitrators will
establish pre-arbitration procedures as warranted by the facts and issues of the
particular case. At least ten (10) days prior to the arbitration  hearing,  each
party will provide the other party and the arbitrators with a detailed statement
of the facts and  arguments  it will  present at the  arbitration  hearing.  The
arbitrators  may consider any relevant  evidence,  they will give  evidence such
weight as they deem it entitled to after  consideration of any objections raised
concerning  it. The party  initiating  the  arbitration  will have the burden of
proving its case by a preponderance of the evidence.  Each party may examine any
witnesses who testify at the arbitration.

The cost of the  arbitration  will be shared  equally by both parties unless the
arbitrators decide otherwise.

This Article shall survive termination of this Agreement.

                                   ARTICLE XI
                                   INSOLVENCY

In the event (i) Company comes under any  supervision by a state regulator or in
the event Company shall (ii) apply for or consent in the  appointment of, or the
taking of possession by, a receiver, custodian,  regulator trustee or liquidator
of itself or of all or a  substantial  part of its assets,  (iii) make a general
assignment  for the benefit of its  creditors,  (iv)  commence a voluntary  case
under the Federal Bankruptcy Code, (v) file a petition seeking to take advantage
of any other law relating to bankruptcy,  insolvency,  reorganization or winding
up, or (vi) take any action for the purpose of effecting  any of the  foregoing,
or a proceeding or case shall be commenced without the application or consent of
Company  in any  court  or  forum  of  competent  jurisdiction  seeking  (a) its
liquidation , reorganization,  dissolution or winding-up, (b) the appointment of
a trustee, receiver,  custodian,  liquidator or the like of Company or of all or
any substantial part of its assets,  or (c) similar relief in respect of Company
under any law relating to bankruptcy, insolvency,  reorganization or winding up,
Reinsurer  shall  have the  option,  in its sole  discretion,  to  convert  this
Agreement  to  an  Assumption  Reinsurance  Agreement  one  day  prior  to  such
insolvency  or other  actions  described in this Article XI, and  Reinsurer  may
assume all or a part of the  Reinsured  Policies  identified in Schedule A as of
one day prior to the date thereof.

In the event of the  insolvency  of  Company,  all  reinsurance  that is payable
directly to the liquidator,  receiver, or statutory successor of Company,  shall
be without diminution or increase because of the insolvency of Company.

In the event of insolvency of Company,  the liquidator,  receiver,  or statutory
successor  shall give  Reinsurer  written notice of the pendency of a claim on a
policy  reinsured  within a  reasonable  time  after  such claim is filed in the
insolvency  proceeding.  During the  pendency of any such claim,  Reinsurer  may
investigate  such claim and  interpose in the name of Company  (its  liquidator,
receiver or  statutory  successor),  but at its own expense,  in the  proceeding
where such claim is to be adjudicated  any defense or defenses  which  Reinsurer
may  deem  available  to  Company  or  its  liquidator,  receiver  or  statutory
successor.

The expense thus  incurred by Reinsurer  shall be  chargeable,  subject to court
approval, against Company as part of the expense of liquidation to the extent of
a  proportionate  share of the  benefit  that may accrue to Company  solely as a
result of the defense undertaken by Reinsurer.  Where two or more reinsurers are
participating  in the same claim and a majority in interest elect to interpose a
defense or defenses  to any such claim,  the  expense  shall be  apportioned  in
accordance  with the terms of the  Agreement  as though such  expenses  had been
incurred by Company.


                                   ARTICLE XII
                                  SEVERABILITY

To the extent that this  Agreement may be in conflict with any applicable law or
regulation, this Agreement shall be amended, at the mutual agreement of both the
Company and the Reinsurer,  to the extent possible,  to comply with such law and
regulation. If any term or provision of this Agreement shall be found by a court
of competent  jurisdiction  to be illegal or otherwise  unenforceable,  the same
shall not  invalidate  the whole of this  Agreement,  but such term or provision
shall be deemed  modified  to the extent  necessary  in the  court's  opinion to
render such term or provision enforceable, and the rights and obligations of the
parties  shall be construed and enforced  accordingly  preserving to the fullest
permissible extent the intent and agreements of the parties set forth herein.


                                  ARTICLE XIII
                               COMPLETE AGREEMENT

This Agreement shall  constitute the entire  agreement  between the parties with
respect  to  the   reinsurance  of  the  business   covered  and  there  are  no
understandings  between the parties  other than as expressed in this  Agreement.
Furthermore,  this Agreement may not be altered,  modified or in any way amended
except by  instrument  in writing duly  executed by the proper  officials of all
parties.


                                   ARTICLE XIV
                              PARTIES TO AGREEMENT

This is an agreement for indemnity  reinsurance  solely  between the Company and
the  Reinsurer.  The acceptance of  reinsurance  hereunder  shall not create any
right or legal relation  whatsoever between the Reinsurer and the insured or the
beneficiary under any policy reinsured hereunder.

                                   ARTICLE XV
                                   ASSIGNMENT

None of the rights or obligations under this Agreement may be assigned by either
the  Reinsurer  or the  Company,  nor  may the  policies  reinsured  under  this
Agreement be sold,  reinsured under an agreement of assumption  reinsurance,  or
transferred in any other fashion without the written consent of both the Company
and the  Reinsurer.  Consent  will not be  unreasonably  withheld,  provided the
assignment,  sale, assumption reinsurance,  or transfer does not have a material
effect on the risks  transferred or the economic  results to the party requested
to consent.  This provision shall not prohibit either party from retroceding the
insurance policies on an indemnity basis.

                                   ARTICLE XVI
                              INVESTMENT OF ASSETS

The Company shall maintain all assets which support the U.S.  Statutory  reserve
associated  with the policies  described in Schedule A under this Agreement in a
trust,  escrow or other special  account in order to  specifically  identify the
assets used to support the U.S. Statutory reserve.

                                  ARTICLE XVII
                                 DAC TAX ARTICLE

If the Business reinsured  hereunder includes for US Federal Income Tax purposes
Specified  Insurance  Contracts  pursuant to Section 848 of the Internal Revenue
Code or the  Final  Income  Tax  Regulations  thereunder,  the  Company  and the
Reinsurer,  with respect to this Agreement,  agree to make the election provided
in Section 1.848-2(g)(8) of the Final Income Tax Regulations issued December 28,
1992 under  Section 848 of the Internal  Revenue Code of 1986.  The specifics of
this election are set forth in Schedule I.

<PAGE>


                                  ARTICLE XVIII
                                    EXECUTION

In witness of the above,  this Agreement is signed in duplicate at the dates and
placed indicated with an effective date of October 1, 2003.


SOUTHERN SECURITY  LIFE INSURANCE COMPANY



By:                                                Witness:
     ---------------------------------------       ---------------------------

Title:                                             Title:
        ------------------------------------       ---------------------------

Date:                                              Date:
       -------------------------------------       ---------------------------

SECURITY NATIONAL LIFE INSURANCE COMPANY



By:                                                Witness:
     ---------------------------------------       ---------------------------

Title:                                             Title:
        ------------------------------------       ---------------------------

Date:                                              Date:
       -------------------------------------       ---------------------------

<PAGE>



                                   SCHEDULE A
                         POLICIES AND AMOUNTS REINSURED

The proportion of the policies  reinsured  under this  Agreement  shall be a 50%
quota share of the  retained  amounts for all policies in force as of October 1,
2003.

The business reinsured under this Agreement is as follows:

         100% of Company's Direct Universal Life Business

Included in this contract is an authenticated compact disc containing a detailed
listing of policies  reinsured  hereunder.  This listing  shall  contain  policy
number,  line of business,  death benefit,  U.S.  statutory reserve and an Excel
spreadsheet  that comprises the Company's and Reinsurer's  understanding  of the
mechanics of this Agreement.



<PAGE>



                                   SCHEDULE B
        INITIAL STATUTORY, MODIFIED COINSURANCE AND COINSURANCE RESERVES
                                       And
                             NET PROFIT CALCULATION


(1) As of the effective date of this Agreement, the Coinsurance Reserve shall be
equal to the Initial  Allowance  (Article  III). At the  effective  date of this
Agreement,  the Modified  Coinsurance  Reserve shall be equal to the  difference
between the US  Statutory  Reserve and the  Coinsurance  Reserve.  US  Statutory
Reserve is defined as the statutory mean reserve plus advance  premiums less net
due and  deferred  premiums  plus the claim  liability on the quota share of the
reinsured policies.

(2) For each  accounting  period  after the first  accounting  period  after the
effective date of this Agreement,  the PROFIT and NET PROFIT shall be determined
as follows:

          A - Shall be equal to:

          The Reinsurance Premiums received during the accounting period,
          PLUS: Experience Refund Investment Income earned during the accounting
          period as defined in Schedule E,
          MINUS:   The   Allowances  for  expenses  and  percentage  of  premium
          compensation  reimbursement during the accounting period as defined in
          Schedule D,
          MINUS:  Benefits  paid  during  the  accounting  period as  defined in
          Article VI.

          B - PROFIT shall be defined and computed as follows:

          A as defined above,
          MINUS:  The  Statutory  Reserve at the end of the  current  accounting
          period as defined in Paragraph (1) above,
          PLUS: The Statutory Reserve at the beginning of the current accounting
          period as defined in Paragraph (1) above.
          C - NET PROFIT shall be defined and computed as follows:

If PROFIT is greater than zero, but less than the Preliminary Risk Fee (which is
equal to 1.0 % times the  Coinsurance  Reserve at the  beginning  of the current
accounting period), then the NET PROFIT is equal to zero.

         Otherwise the NET PROFIT is equal to:

          B as defined above,
          MINUS:  The Loss Carry  Forward at  beginning  of the  current  period
          (Schedule F, Part II).

The  Coinsurance  Reserve at the end of the current  accounting  period shall be
equal to the difference  between the Statutory Reserve at the end of the current
accounting period and the Modified Coinsurance Reserve at the end of the current
accounting period. At no time shall the Coinsurance Reserve be less than zero.


<PAGE>


                                   SCHEDULE C
                              REINSURANCE PREMIUMS


The  premium to be paid to the  Reinsurer  by the  Company  will be equal to the
reinsured quota share of the gross premium received by the Company corresponding
to the policies reinsured less any other reinsurance  premiums net of commission
and expense allowance on the covered business.



<PAGE>



                                   SCHEDULE D
                        ADMINISTRATIVE EXPENSE ALLOWANCE

The Reinsurer shall reimburse the Company for the expenses it incurs  associated
with  the  portion  of the  policies  reinsured  hereunder  up to the  following
maximums.  No additional allowances will be paid to the Company by the Reinsurer
as reimbursement for these expenses.

Renewal Commission Allowance -      Actual

Maintenance Expense Allowance -     Actual up to a maximum of $1.25 per policy
                                    per accounting period.

Taxes and Licenses Fee -            Actual up to a maximum of 2.5% of gross
                                    premium for all issues, all years.




<PAGE>


                                   SCHEDULE E
                     MODIFIED COINSURANCE INTEREST RATE AND
                             MODCO INVESTMENT INCOME


The Modco Interest Rate (MIR) shall be defined as follows:

              MIR =   2 x (I + CG)- INVEXP
                      -------------
                      A + B - I - C G

          where:

     I = the  Net  Investment  Income  on the  assets  held in the  account,  as
     described in Article XVI, during the current accounting period;

     A = the book value of the  assets  held in the  account,  as  described  in
     Article XVI, at the end of the prior accounting period;

     B = the book value of the  assets  held in the  account,  as  described  in
     Article XVI, at the end of the current accounting period;

     CG = is net realized and unrealized  capital gains (losses),  as defined in
     the  statutory  annual  statement,  on the assets held in the  account,  as
     described in Article XVI, during the current accounting period.

     InvExp = .00125 (per quarter)


The Modco Investment  Income for a given accounting  period is equal to (1) plus
(2) where,

(1)  equals the Modco  Interest Rate times the Modco Reserve at the beginning of
     the accounting period, and

(2)  equals (a) times [(1) above - (b) + (c)],  where,  (a) equals 50% times the
     Modco  Interest  Rate,  (b) equals the Benefits paid during the  accounting
     period  (Article  VI),  and (c)  equals  the new  premium  paid  during the
     accounting period (Schedule C).

The Experience  Refund  Investment Income for a given accounting period is equal
to (1) plus (2) where,

(1)  equals  the  Modco  Interest  Rate  times:  the  Statutory  Reserve  at the
     beginning of the accounting  period,  minus the Coinsurance  Reserve at the
     beginning of the accounting period.

and

(2)  equals (a) times [(1) above - (b) + (c)],  where,  (a) equals 50% times the
     Modco  Interest  Rate,  (d) equals the Benefits paid during the  accounting
     period  (Article  VI),  and (e)  equals  the new  premium  paid  during the
     accounting period (Schedule C).


<PAGE>


                               SCHEDULE F, PART I
               COINSURANCE AND MODIFIED COINSURANCE RESERVE REPORT

QUARTERLY REPORT FOR SOUTHERN SECURITY LIFE INSURANCE COMPANY

FOR PERIOD ENDING _________________________________

CHANGE IN MODIFIED COINSURANCE RESERVE:

Statutory Reserve at the end of the current
accounting period                                            ---------------

LESS:  Statutory  Reserve at the  beginning  of the
       current accounting  period                            ---------------



PLUS:  Change in Coinsurance Reserve (Schedule K)            ---------------

Change in Modified Coinsurance Reserve                       ---------------

MODIFIED COINSURANCE RESERVE:

Modified Coinsurance Reserve at the beginning of the
current period (Schedule B)                                  ---------------

PLUS:  Change in Modified Coinsurance Reserve                ---------------

Modified Coinsurance Reserve at the end of the
current period                                               ---------------

COINSURANCE RESERVE:

Statutory Reserve at the end of the current
period (Schedule B)                                          ---------------

LESS:  Modified Coinsurance Reserve at the end of the
       current period                                        ---------------

Coinsurance Reserve at the end of the period                 ---------------


<PAGE>


                         SCHEDULE F, PART I (continued)
               COINSURANCE AND MODIFIED COINSURANCE RESERVE REPORT

QUARTERLY REPORT FOR SOUTHERN SECURITY LIFE INSURANCE COMPANY

FOR PERIOD ENDING _________________________________


MODIFIED COINSURANCE (MODCO) RESERVE ADJUSTMENT

Change in Modified Coinsurance Reserve                      ---------------

LESS:     Modco Investment Income (Schedule E)              ---------------

Modified Coinsurance Reserve Adjustment                     ---------------


<PAGE>


                               SCHEDULE F, PART II
                            LOSS CARRY FORWARD REPORT


QUARTERLY REPORT FOR SOUTHERN SECURITY LIFE INSURANCE COMPANY
FOR THE PERIOD ENDING                                        ---------------


Loss Carry Forward at the end of the prior accounting period ----------------

PLUS:      Modco Interest (Schedule E) on previous items     ----------------

EQUALS:  Loss Carry Forward at the beginning of the current
accounting period                                            ----------------

PLUS:   Expense and Risk Charge due for accounting period
but not paid due to negative Profit (Schedule B)             ----------------

LESS:   Profit (Item B on Schedule B), if positive;
zero otherwise                                               ----------------

Loss Carry Forward at the end of the current accounting
period                                                       ----------------


N.B. The Loss Carry  Forward at the end of the current  accounting  period shall
not be less than zero.

<PAGE>


                              SCHEDULE F, PART III
                                EXPERIENCE REFUND


QUARTERLY REPORT FOR SOUTHERN SECURITY LIFE INSURANCE COMPANY

FOR PERIOD ENDING ------------------------------------


Premiums- (Schedule C)                                   ------------------

Plus:  Experience Refund  Investment Income              ------------------

Minus:    Expense Allowance (Schedule D)                 ------------------

Minus:    Benefits (Article VI)                          ------------------

Minus: Change in Statutory Reserves                      ------------------

Minus: Change in Coinsurance Reserves                    ------------------

Equals:  Preliminary Experience Refund                   ------------------

Minus:  Expense and Risk Charge
(0.01 * Coinsurance Reserve at end of accounting period) ------------------

Minus:  Loss Carry Forward at beginning of the accounting
Period (Schedule F, Part II)                             ------------------

Equals:  Experience Refund                               ==================

Loss Carry Forward  Addition (If Experience
Refund is negative,  the Loss Carry Forward
Addition is the absolute value of the Preliminary
Experience  Refund; else zero)                          ------------------



<PAGE>


                               SCHEDULE F, PART IV
                           QUARTERLY SETTLEMENT REPORT


QUARTERLY REPORT FOR SOUTHERN SECURITY LIFE INSURANCE COMPANY
FOR PERIOD ENDING                                     -------------------


Premiums (Schedule C)                                 -------------------

PLUS:   Modco Reserve Adjustment payable to the Reinsurer
(Article V)                                          --------------------

LESS:   Modco Reserve Adjustment payable to the Company
(Article V)                                          --------------------

LESS:   Expense Allowance (Schedule D)               --------------------

LESS:   Benefits (Article VI)                        --------------------

LESS:   Experience Refund (Schedule F, Part III)     --------------------

Net Settlement due to the Reinsurer (the Company)    ====================



<PAGE>


                                   SCHEDULE G
                                 POLICY EXHIBIT

                  Exhibit of Annuities with Life Contingencies

                                                # Policies     Annual Income

1. Outstanding at end of previous year

2. Issued during the year

3. Transferred from issuance account
         during the year                         ---------    ---------------

4. Totals

5. Other net changes during the year

6. Outstanding at end of the year


              Classification of Annuities with Life Contingencies
                      Outstanding at the End of the Period

                                                 # Policies     Annual Income

7. Income, now payable                           ----------     -------------

8. Deferred, fully paid                          ----------     -------------

9. Deferred, not fully paid                      ----------     -------------

10. Totals                                       ----------     -------------


                             NAIC Page 7 Information
       Analysis of Increase in Reserves and Deposit Funds During the Year

1. Reserve, December 31 of prior year             -------------------------

2. Tabular Net Premiums                           -------------------------

         4. Tabular Interest                      -------------------------

5. Tabular less Actual Reserve Released           -------------------------

11. Reserve Released by Other Termination (net)   -------------------------

12. Annuity Benefits                              -------------------------

15. Reserve, December 31 of current year          -------------------------



<PAGE>


                               SCHEDULE H, PART I
                          QUARTERLY STATUTORY REPORTING

1. Initial Reinsurance Premium (first period only)

2. Annual Reinsurance Premiums

3. Initial Expense Allowance (first year only)

4. Renewal Expense Allowance

5. Cash Surrenders, Withdrawals

6. Death Benefits

7. Annuity Benefits

8. State Premium Taxes

9. Modified Coinsurance Reserve, Beginning of Period

10. Modified Coinsurance Reserve, End of Period

11. Interest on Modified Coinsurance Reserve

12. Reserve Adjustment [(10) - (9) - (11)]

13. Expense and Profit Charge



<PAGE>


                               SCHEDULE H, Part II
                           ANNUAL STATUTORY REPORTING


All references in the table below are to the Company's annual statement as filed
with the department of insurance in the Company's state of domicile.


Exhibit/Schedule            Title
                            Analysis of Increase in Reserves
5                           Aggregate Reserves
5A                          Changes in Bases of Valuation
8, Part 1,2                 Policy and Contract Claims (Liability End of Year
                            and Incurred During Year)
                            Exhibit of Life Insurance
S-Part 3C, Section 1        Reinsurance Assumed on Life Insurance

In  addition,  the Company  shall  provide  the  Reinsurer  with a Statement  of
actuarial  opinion,  certifying as to the adequacy of the reserves being held by
Company with regards to the business reinsured (Schedule A).










<PAGE>


                               SCHEDULE I, PART I
                               DAC TAX ADJUSTMENT

The Company and the Reinsurer hereby agree to the following  pursuant to Section
1.848-2(g)(8)  of the Income Tax  Regulations  issued  December 28, 1992,  under
Section 848 of the Internal  Revenue  Code of 1986,  as amended.  This  election
shall be  effective  for 2003 for all  subsequent  taxable  years for which this
Agreement remains in effect.

1.   The term  "party"  will refer to either the  Company  or the  Reinsurer  as
     appropriate.

2.   The terms used in this  Article  are  defined by  reference  to  Regulation
     Section 1.848-2 in effect December 28, 1992.

3.   The party with the net positive  consideration  for this Agreement for each
     taxable year will capitalize  specified  policy  acquisition  expenses with
     respect  to  this  Agreement  without  regard  to  the  general  deductions
     limitation of Section 848(c)(1).

4.   Both parties agree to exchange information  pertaining to the amount of net
     consideration  under this Agreement  each year to ensure  consistency or as
     otherwise required by the Internal Revenue Service.

5.   The  Company  upon the  approval  of the  Reinsurer  will submit a schedule
     (Schedule  I,  Part  III) to the  Reinsurer  by May 1 of  each  year of 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  Company  stating  that the  Company  will  report  such net
     consideration in its tax return for the preceding calendar year.

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

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

8.   The Reinsurer  shall complete the  Reinsurance  Questionnaire  (Schedule I,
     Part II) and submit it to the  Company  with the  information  required  by
     Schedule I, Part III.

SOUTHERN SECURITY LIFE INSURANCE COMPANY
By:
     ---------------------------------------
Title:
        ------------------------------------
Date:
       -------------------------------------

SECURITY NATIONAL LIFE INSURANCE COMPANY

By:
     ---------------------------------------
Title:
        ------------------------------------
Date:  _______________________________



<PAGE>


                               SCHEDULE I, PART II
                            REINSURANCE QUESTIONNAIRE

         Reinsurance Questionnaire for Federal Income Tax Determinations


The purpose of this  questionnaire is to secure sufficient  information to allow
the  Company  to account  properly  under the  federal  income tax rules for the
reinsurance  transactions it has with the Reinsurer.  Please provide the Company
with the following information:

1.   Are you either:

A.   company that is subject to US taxation  directly  under the  provisions  of
     subchapter L of chapter 1 of the Internal  Revenue Code (i.e., an insurance
     company liable for filing Form 1120L or Form 1120-PC), or

         Answer:       X  Yes  ____ No

B.   company that is subject  indirectly to US taxation  under the provisions of
     subpart F of subchapter N of chapter 1 of the Internal Revenue Code, (i.e.,
     a "controlled  foreign  corporation"  with the meaning of Internal  Revenue
     Code ss. 957).

         Answer:  ____Yes     X   No

2.   If your answer to 1. above is no, have you entered into a closing agreement
     with the Internal Revenue Service to be subject to US taxation with respect
     to reinsurance income pursuant to Treasury Regulation ss.1.848-2(h) (2)(ii)
     (B)?

         Answer:  ____Yes  ____ No

     (if  your answer is yes, please provide a copy of the closing agreement).



Security National Life Insurance Company



Signed by:   -------------------------------------------------

Title:       -------------------------------------------------

Date:        -------------------------------------------------



<PAGE>


                              SCHEDULE I, PART III
                                 DAC TAX EXHIBIT

                           DAC TAX CAPITALIZED AMOUNTS
FOR THE YEAR ENDING --------------------------------------------------------
ON REINSURANCE CEDED TO ----------------------------------------------------


GROSS BASIS:

TYPE OF TREATY      GROSS PREMIUM     CAPITALIZED AMOUNT
--------------      -------------     ------------------



FULL NETTING BASIS:

TYPE OF                   POLICY                                  CAPITALIZED
TREATY      PREMIUM     ALLOWANCES       CLAIMS     BENEFITS        AMOUNT
------      -------     ----------       ------     --------      -----------

Coinsurance

Modco


  TOTAL CAPITALIZED AMOUNTS ON A FULL NETTING BASIS: -----------------------
  To be reported in conformity with Section 848 of the Internal Revenue Code



Signed By:        -----------------------------------------------



Title:            -----------------------------------------------



Signature:        -----------------------------------------------



Date:             -----------------------------------------------






<PAGE>



                                   SCHEDULE J
                                 TRUST AGREEMENT


<PAGE>


                                   SCHEDULE K
                          CHANGE IN COINSURANCE RESERVE

Quarterly Report for SOUTHERN SECURITY LIFE INSURANCE COMPANY

For Period Ending  ------------------

If the Coinsurance Reserve at the beginning of the accounting period
is equal to $0, Change in Coinsurance Reserve is equal to zero. -------------


a.  Coinsurance Reserve at the beginning of accounting period
b.  Net Profit (Schedule B), if positive: else, zero
c.  Minimum Coinsurance Reserve at the end of the
    accounting period                                          -------------
d.  [c - a]                                                    _____________

If the Coinsurance Reserve at the beginning of the accounting
period is positive, the change in Coinsurance Reserve is equal to
the lesser of b and d                                          ------------


Memorandum Account as of 9/30/07                               ------------

At the end of the accounting period ending 9/30/07,  the Memorandum Account will
be used to reduce the Coinsurance Reserve, but not less than zero.



Change in Coinsurance Reserve for the period                 --------------

MINIMUM COINSURANCE RESERVE:

Minimum Coinsurance Reserve at the beginning of the
accounting period                                            ______________

LESS: Quarterly Amortization                                 $200,000.00
                                                             -----------

Minimum Coinsurance Reserve at the end of the
Accounting period                                            ______________

MEMORANDUM ACCOUNT

Memorandum Account at the beginning of the
accounting period                                            ______________

PLUS: If b is greater than d, then b minus d                 ______________

Memorandum Account at the end of the
accounting period                                            ______________


<PAGE>


                               CUSTODIAL AGREEMENT


                        dated as of December __2003 among
              SOUTHERN SECURITY LIFE INSURANCE COMPANY, as Grantor
            SECURITY NATIONAL LIFE INSURANCE COMPANY, as Beneficiary
                         and SUNTRUST BANK, as Custodian


<PAGE>


                                TABLE OF CONTENTS
                                                                         Page

Parties And Recitals

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

Section 2.   Withdrawal of Assets from the Custodial Account................

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

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

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

Section 6.   Additional Rights and Duties of the Custodian..................

Section 7.   The Custodian's Compensation, Expenses and Indemnification.....

Section 8.   Resignation of the Custodian...................................

Section 9.   Termination of the Custodial Account...........................

Section 10.  Change of Beneficiary Upon Termination of Reinsurance..........

Section 11.  Tax Returns....................................................

Section 12.  Definitions....................................................

Section 13.  Governing Law..................................................

Section 14.  Successors and Assigns.........................................

Section 15.  Severability...................................................

Section 16.  Entire Agreement...............................................

Section 17.  Amendments.....................................................

Section 18.  Notices, etc...................................................

Section 19.  Headings.......................................................

Section 20.  Counterparts...................................................

Exhibit A....List of Assets Deposited to the Custodial Account

<PAGE>


                               CUSTODIAL AGREEMENT

     CUSTODIAL  AGREEMENT,  dated as of January,  2004 (the "Agreement"),  among
SOUTHERN SECURITY LIFE INSURANCE COMPANY, a Florida  corporation  (together with
any successor thereof by operation of law, including,  without  limitation,  any
liquidator,  rehabilitator,  receiver or conservator,  the "Grantor"),  SECURITY
NATIONAL LIFE INSURANCE COMPANY,  a Utah corporation,  the  "Beneficiary"),  and
SUNTRUST BANK, a Georgia banking corporation (the "Custodian") (the Grantor, the
Beneficiary  and the  Custodian  are  hereinafter  each  sometimes  referred  to
individually as a "Party" and collectively as the "Parties").

WITNESSETH:

     WHEREAS,  the Grantor and the  Beneficiary  have entered into a reinsurance
agreement (the "Reinsurance Agreement");

     WHEREAS,  the  Beneficiary  desires the  Grantor to secure  payments of all
amounts  at any  time  and  from  time  to  time  owing  by the  Grantor  to the
Beneficiary under or in connection with the Reinsurance Agreement.

     WHEREAS,  the Grantor desires to transfer to the Custodian for deposit to a
Custodial  Account (the "Custodial  Account") assets in order to secure payments
under or in connection with the Reinsurance Agreement;

     WHEREAS,  the  Custodian has agreed to act as Custodian  hereunder,  and to
hold such assets in trust in the Custodial  Account for the sole use and benefit
of the Beneficiary; and

     WHEREAS,  this  Agreement  is made  for the  sole  use and  benefit  of the
Beneficiary  and for the  purpose of setting  forth the duties and powers of the
Custodian with respect to the Custodial Account;

     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 Custodial Account.
                   -------------------------------------------

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

     (b) The  Grantor  shall  transfer  to the  Custodian,  for  deposit  to the
Custodial  Account,  the assets listed in Exhibit A hereto,  and may transfer to
the Custodian, for deposit to the Custodial 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 or this Agreement (all such assets  actually  received in
the  Custodial  Account are herein  referred to  individually  as an "Asset" and
collectively  as the  "Assets").  The Assets shall  consist only of cash (United
States legal tender) and Eligible Securities (as hereinafter defined).

     (c) The amounts  deposited by the Grantor in the Custodial Account shall be
in such amounts such that the aggregate market value of the Custodial Account at
all  times  equals or  exceeds  the  reinsurance  ceded  under  the  Reinsurance
Agreement.  For  purposes of this  section,  "aggregate  market  value" shall be
determined  by the  Beneficiary,  and assets  which are in default  according to
their  terms shall have a market  value of $0 (zero  dollars).  The  Beneficiary
shall be solely  responsible for determining  compliance with this  subparagraph
(c) and the Custodian shall have no such duty or responsibility.

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

     (e) The Custodian  shall have no duties under or be required to take notice
of the Reinsurance  Agreement or any other agreement  between the parties hereto
other  than this  Agreement.  The  Custodian  shall  have no  responsibility  to
determine   whether  the  Assets  in  the  Custodial   Account  conform  to  the
requirements  of this  Agreement  or are  sufficient  to  secure  the  Grantor's
liabilities under the Reinsurance Agreement.

     (f) This  Agreement is a security  agreement  under the Uniform  Commercial
Code  ("UCC") as enacted  and in effect in the State of  Florida  and  creates a
security  interest in the Assets in favor of the  Custodian,  for the benefit of
the  Beneficiary.  The  Beneficiary  may prepare and cause to be filed financing
statements deemed by the Beneficiary to be necessary or desirable to perfect and
continue in effect the security interest  contemplated by this subparagraph (f);
provided,  however,  that the  Custodian  shall  have no duty or  obligation  to
determine whether this Agreement is a security agreement or sufficient to create
a security  interest or with respect to the preparation,  filing,  perfection or
continuation of any such security  interest.  Compliance  with UCC  requirements
shall not alter any rights  under this  Agreement or under any other laws of the
State of Florida.  Compliance with the UCC is solely to preserve the priority of
the Beneficiary's security interest in the Assets.

     (g) The Grantor  shall deliver the assets listed in Exhibit A hereto to the
Custodian with appropriate assignments, bond powers, or powers of attorney which
authorize the Custodian to transfer the assets to its name and hold them for the
benefit  of  the  Beneficiary  and in  the  event  assets  are  added  to or are
substituted for assets already in the fund, appropriate assignments, bond powers
or powers of attorney  authorizing  the  Custodian to transfer the assets to its
name shall also be  delivered  to the  Custodian;  provided,  however,  that the
Custodian  shall have no duty or  responsibility  for  determining  whether  any
assignment,  bond power,  power of attorney or other assignment  conforms to the
requirements of this subparagraph (g).

     (h) The  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
the  Beneficiary,  the Grantor  will  promptly  take steps  satisfactory  to the
Beneficiary to discharge the claim or lien or shall  substitute other assets for
those encumbered.

          Section 2. Withdrawal of Assets from the Custodial Account.
                ------------------------------------------------

     (a) Without notice to the Grantor, the Beneficiary shall have the right, at
any time and from time to time,  to withdraw from the  Custodial  Account,  upon
written notice to the Custodian (the  "Withdrawal  Notice"),  such Assets as are
specified  in such  Withdrawal  Notice for the  purposes  set forth  below.  The
Withdrawal  Notice may designate a third party (the  "Designee")  to whom Assets
specified  therein shall be delivered and may condition  delivery of such Assets
to such Designee upon receipt,  and deposit to the Custodial  Account,  of other
Assets  specified in such Withdrawal  Notice.  The  Beneficiary  need present no
statement  or document in addition to a  Withdrawal  Notice in order to withdraw
any  Assets;  nor is said right of  withdrawal  or any other  provision  of this
Agreement  subject to any  conditions  or  qualifications  not contained in this
Agreement.  The  Beneficiary  shall have the right to  withdraw  Assets from the
Custodial  Account  in  accordance  with this  Section 2 to make  payment of the
obligations of the Grantor under the Reinsurance Agreement.  The Custodian shall
have no duties under or be required to take notice of the Reinsurance  Agreement
or any other agreement between the parties hereto other than this Agreement.

          (i)  to fund  the  reinsured  under  the  Reinsurance  Agreement  (the
               "Reinsured") for the Beneficiary's  share of premiums returned to
               the owners of policies reinsured under the Reinsurance  Agreement
               on account of cancellations of such policies;

          (ii) to  reimburse  the  Reinsured  for  the  Beneficiary's  share  of
               surrenders and benefits or losses paid by the Reinsured  pursuant
               to the provisions of the policies reinsured under the Reinsurance
               Agreement;

          (iii)to fund an  account  with the  Reinsured  in an  amount  at least
               equal to the deduction,  for reinsurance  ceded, from Reinsured's
               liabilities for policies ceded under the  Reinsurance  Agreement.
               Such account shall  include,  but not be limited to,  amounts for
               policy   reserves,   reserves  for  claims  and  losses  incurred
               (including  losses  incurred by not  reported),  loss  adjustment
               expenses, and unearned premiums; and

          (iv) to pay any other amounts the  Reinsured  claims are due under the
               Reinsurance Agreement.

Notwithstanding  anything to the contrary herein  provided,  the Custodian shall
have no duty or  responsibility  for determining  whether any withdrawal is made
for the purposes described above.

     (b) Upon receipt of a  Withdrawal  Notice,  the  Custodian  shall  promptly
transfer the Assets  specified in such Withdrawal  Notice and shall deliver such
Assets to or for the account of the Beneficiary or such Designee as specified in
such Withdrawal Notice.

     (c) Except as  contemplated  by Section 2,  Section 4 and Section 9 of this
Agreement,  in the absence of a Withdrawal  Notice the Custodian  shall allow no
substitution or withdrawal of any Asset from the Custodial Account.

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

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

     (a) The Custodian  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 Custodial Account.

     (b) From time to time,  at the written  order and direction of the Grantor,
but only upon Beneficiary's  written consent,  the Custodian shall invest Assets
in the Custodial Account in Eligible Securities.  In the absence of such written
direction,  the Custodian is specifically  authorized and directed to invest any
cash  balances in the STI Classic  U.S.  Treasury  Securities  Money Market Fund
without receiving prior written  direction or any further  confirmation from the
Grantor.

     (c)  From  time to time,  subject  to the  prior  written  approval  of the
Beneficiary  the  Grantor  may  direct  the  Custodian  to  substitute  Eligible
Securities for other Eligible  Securities held in the Custodial  Account at such
time.  The Custodian  shall have no  responsibility  whatsoever to determine the
value of such  substituted  securities  or whether such  substituted  securities
constitute Eligible Securities.  The Custodian may rely conclusively and without
inquiry  upon the  assumption  that any Assets or  securities  furnished  to the
Custodian pursuant to this Agreement constitute Eligible Securities.

     (d) The Custodian shall have no responsibility whatsoever to determine that
any Assets in the Custodial  Account are or continue to be Eligible  Securities.
Any  instruction  or order  concerning  such  investments  or  substitutions  of
securities  shall be referred to herein as an "Investment  Order." The Custodian
shall execute Investment Orders and settle securities  transactions by itself or
by means of an agent or broker.  The Custodian  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 the  Custodian's  gross
negligence, willful misconduct or bad faith.

     (e) Any loss  incurred  from any  investment  pursuant to the terms of this
Section 3 shall be borne  exclusively  by the Custodial  Account.  The Custodian
shall not be liable for any loss in the Custodial Account.

                         Section 4. The Income Account.

     All  payments of interest  and  dividends  actually  received in respect of
Assets in the Custodial Account shall be deposited by the Custodian,  subject to
deduction of the Custodian's  compensation and expenses as provided in Section 7
of this Agreement,  in a separate account (the "Income Account") established and
maintained by the Grantor at an office of the Custodian in Florida.  The Grantor
shall have the right to  withdraw  funds  from the  Income  Account at any time;
provided the Beneficiary  approves any such  withdrawal in writing  furnished to
the Custodian prior to any such withdrawal.

                        Section 5. Right to Vote Assets.

     The Custodian shall forward all annual and interim  stockholder reports and
all proxies and proxy materials  relating to the Assets in the Custodial Account
to the Grantor.  The Grantor shall have the full and  unqualified  right to vote
any Assets in the Custodial Account.

           Section 6. Additional Rights and Duties of the Custodian.
                 ----------------------------------------------

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

     (b) The Custodian  shall not be  responsible  for  determining  whether any
Asset is negotiable or otherwise conforms to the requirements of this Agreement.

     (c) The  Custodian  may  deposit any Assets in the  Custodial  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 or by any such depository.

     (d) The  Custodian  shall  furnish to the  Grantor  and the  Beneficiary  a
statement  of all Assets in the  Custodial  Account  upon the  inception  of the
Custodial Account and at the end of each calendar quarter thereafter.

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

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

     (h) The duties and  obligations of the Custodian  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  the  Custodian.  The  Custodian  shall  have no  liability  under  this
Agreement except for the Custodian's own gross negligence, willful misconduct or
bad faith.

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

     (j) The  Custodian 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 and shall be fully protected 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  advice of such
counsel.

     (k) In the event of any dispute or disagreement  with respect to the rights
of the Parties under this  Agreement or the duties of the  Custodian  hereunder,
the Custodian  shall be entitled to refrain from taking any further action under
this  Agreement and may in such event deliver all Assets and property held under
the  terms  of this  Agreement  into the  registry  of any  court  of  competent
jurisdiction,   interplead   the  other  parties  to  this   Agreement  in  such
proceedings,  and the Custodian  shall  thereupon be discharged from all further
duties as Custodian.

     Section 7. The Custodian's Compensation, Expenses and Indemnification.
           -----------------------------------------------------------

     (a) The Grantor shall pay the Custodian,  as compensation  for its services
under this Agreement,  a fee computed at rates  determined by the Custodian from
time to time and  communicated  in writing to the  Grantor.  The  Grantor  shall
promptly pay or reimburse the Custodian for all of the Custodian's  expenses and
disbursements  in  connection  with its duties under this  Agreement  (including
attorney's  fees and expenses),  except any such expense or  disbursement as may
arise from the Custodian's  gross negligence,  willful  misconduct or bad faith.
The  Custodian  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 Custodial  Account prior to the deposit  thereof to the Income Account as
provided in Section 4 of this  Agreement.  The Grantor shall  indemnify and hold
harmless the Custodian and each of its directors, officers, agents and employees
from and against, any loss,  liability,  costs or expenses (including attorney's
fees and expenses) incurred or made without gross negligence, willful misconduct
or bad faith on the part of the Custodian, arising directly or indirectly out of
or in connection with the performance of the Custodian's  obligations under this
Agreement.  The Grantor hereby acknowledges that the foregoing indemnities shall
survive the  resignation of the Custodian and the  termination of this Agreement
and hereby grants the Custodian a lien,  right of set-off and security  interest
in  the  funds  in  the  Income  Account  for  the  payment  of  any  claim  for
compensation, reimbursement or indemnity hereunder.

     (b) No Assets shall be withdrawn from the Custodial  Account or used in any
manner for paying  compensation to, or reimbursement or indemnification  of, the
Custodian.

                    Section 8. Resignation of the Custodian.

     (a) The  Custodian  may resign at any time by giving not less than 30 days'
prior  written  notice  thereof  to the  Beneficiary  and to the  Grantor,  such
resignation to become  effective on the acceptance of appointment by a successor
Custodian  and the  transfer to such  successor  Custodian  of all Assets in the
Custodial Account in accordance with paragraph (b) of this Section 8.

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

     (c) Notwithstanding  anything to the contrary herein provided, in the event
the Custodian  provides  notice of resignation  and the Grantor and  Beneficiary
shall thereafter fail to appoint a successor  custodian within 60 days following
the date of such  notice of  resignation,  the  Custodian  shall be  entitled to
deposit  all Assets and other  property  held under the terms of this  Agreement
into the registry of any court of competent jurisdiction and the Custodian shall
thereupon  be  discharged  from  all  further  duties  and  responsibilities  as
Custodian.

                Section 9. Termination of the Custodial Account.

     (a) The Custodial  Account and this  Agreement,  except for the indemnities
provided  herein,  may be terminated  only after the  Beneficiary  has given the
Custodian  written  notice of its intention to terminate the Custodial  Account.
Such  notice  shall  specify  the date  (the  "Termination  Date")  on which the
Beneficiary  intends the Custodial 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  direction  of the
Beneficiary,  the Custodian shall transfer to the Beneficiary any amounts stated
in  such  written  direction  to be  due  to  the  Beneficiary  pursuant  to the
Reinsurance  Agreement  and  thereafter  transfer  to  the  Grantor  any  Assets
remaining in the  Custodial  Account,  at which time all duties of the Custodian
under this Agreement shall terminate.

                            Section 10. Tax Returns.

     The Grantor shall be responsible  for causing to be prepared and filed in a
timely fashion all tax returns relating to the transactions contemplated by this
Agreement,  and it shall send a copy of each such tax return to the Beneficiary.
The Custodian,  upon request, will furnish the 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.  The Custodian shall not be liable for any
tax due and payable in connection  with this Agreement  except for any tax based
on or measured  by the net income of the  Custodian  resulting  from the amounts
paid to the Custodian as fees or compensation for acting as Custodian hereunder.
The Grantor shall provide to the Custodian a completed form W-9. Notwithstanding
anything to the contrary in this Agreement,  the Custodian shall have no duty to
prepare or file any Federal or state tax return or report.

                            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  "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,  bonds, securities
or any money market vehicles  utilized by the Custodian for fiduciary  accounts,
to include those invested in its own bank's deposits; provided, however, that no
such securities shall have been issued by a Parent, a Subsidiary or an Affiliate
of either the Grantor or the Beneficiary and the eligible  securities shall have
a NAIC-SVO credit rating of at least 3.

     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
Florida.

                      Section 13. Successors and Assigns.

     No Party may assign  this  Agreement  or any of its  rights or  obligations
hereunder, 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 the  Beneficiary may assign all of
its rights and  obligations  hereunder to the  reinsured  under any  coinsurance
agreement;  provided,  however,  that no assignment of this  Agreement  shall be
effective  unless  an  amendment  to  this  Agreement,  in  form  and  substance
acceptable  to  each  of the  Parties  hereto,  shall  have  been  executed  and
delivered.

                           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.

                            Section 16. Amendments.

     This  Agreement  may  only  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 14. Notices, Etc.

     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;
and (b) when addressed as follows:

If to the Grantor:

                  SOUTHERN SECURITY LIFE INSURANCE COMPANY
                  5300 South 360 West
                  Salt Lake City, UT 84123
                  Attention:  Mr. Stephen M. Sill

If to the Beneficiary:

                  SECURITY NATIONAL LIFE INSURANCE COMPANY
                  5300 South 360 West, Suite 200
                  Salt Lake City, UT 84123
                  Attention:  Mr. Scott M.Quist

If to the Custodian:

                  SUNTRUST BANK
                  Corporate Trust Division
                  225 East Robinson Street, Suite 250
                  Orlando, FL  32801
                  Attention:  Mr. Jon Fox
                  Facsimile:  407-237-5299

     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 the  Beneficiary's  approval of the  Grantor's  authorization  to  substitute
Assets and to the  termination of the Custodial  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:  -----------------------------------
                                     Title  ______________________________



                                     SECURITY NATIONAL LIFE
                                     INSURANCE COMPANY, as Beneficiary


                                      By: -----------------------------------
                                      Title  ______________________________



<PAGE>


                                    EXHIBIT A

                                  Trust Assets