ESCROW AGREEMENT

ESCROW AGREEMENT

THIS  ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into this 18 ^th day of December, 2008, by and among SECURITY NATIONAL LIFE INSURANCE COMPANY, a Utah corporation ("Security National"), SOUTHERN SECURITY LIFE INSURANCE COMPANY, INC., a Mississippi corporation ("Southern Security"), the SHAREHOLDERS OF SOUTHERN SECURITY LIFE INSURANCE COMPANY, INC.  that have executed the Agreement by Shareholders of Southern Security Life Insurance Company  to Sell Shares in Stock Purchase Transaction (the "Shareholders"), and MACKEY PRICE THOMPSON & OSTLER, a Utah professional corporation (the "Escrow Agent") (each of the foregoing parties is referred to singly, as  a "Party" and collectively, as the "Parties").  Capitalized terms appearing in the Escrow Agreement but not otherwise defined herein shall have the same meanings assigned to them in the Stock Purchase Agreement.

WITNESSETH:

WHEREAS, on August 13, 2008, Security National, Southern Security, and the Shareholders entered into a stock purchase agreement (the "Stock Purchase Agreement") in which the Shareholders agreed to sell to Security National, and Security National agreed to purchase from the Shareholders, all of the issued and outstanding shares of stock of Southern Security in consideration for purchase consideration payable to the Shareholders, as defined in Section 1.2 of the Stock Purchase Agreement, on a pro rata basis in an amount to include the following:  (i) the Capital and Surplus of Southern Security as of the date that Security National assumed administrative control over Southern Security, which was on September 1, 2008, (ii) plus the interest maintenance reserve and the asset valuation reserve of Southern Security, as if the administrative control date of September 1, 2008, (iii)  plus an allowance not to exceed $100,000 for actual losses experienced by Southern Security in the second quarter ended June 30, 2008, which allowance shall not exceed $100,000 even if the actual losses experienced by Southern Security in the second quarter ended June 30, 2008, or any subsequent quarter are in excess of $100,000, (iv) less certain adjustments (the "Purchase Consideration"); and

WHEREAS, Security National, Southern Security and the Shareholders desire to establish this escrow for the purpose of holding the funds to be deposited into an interest bearing escrow account (the "Escrow Account") in accordance with amended terms of the Stock Purchase Agreement and distributing such funds pursuant to amended terms of such agreement; and

WHEREAS, Escrow Agent is willing to receive the funds contemplated by the amended terms of the Stock Purchase Agreement and to hold and distribute the same in accordance with the amended terms of such agreement; and

WHEREAS, in Section 1.2(c) of the Stock Purchase Agreement, the Shareholders agree at the closing of the transaction, as defined in Section 2.1 of the Stock Purchase Agreement (the “Closing”) to deposit $175,000 (the “Deposit Amount”) of the Purchase Consideration into the Escrow Account with the Escrow Agent, which amount is to be used to pay the amount of any adjustments in the Stock Purchase Agreement, including any adjustments in Sections 1.2(c), (d) and (e) thereunder (the "Adjustments"); and

WHEREAS, in Section 1.2(d) of the Stock Purchase Agreement, the Shareholders further agree at Closing to deposit $537,000 of the Purchase Consideration (the "Real Estate Deposit Amount") into the interest bearing Escrow Account, which amount represents approximately 50% of the total outstanding balances on the promissory notes that Southern Security has entered into with Ray-Nowell Funeral Home, Inc. and Wade Nowell Funeral Homes, Inc. (the “Notes”), which Notes are secured by funeral home properties in Senatobia, Mississippi and Collins, Mississippi, respectively, of which the Shareholders agree to grant to Security National a security interest in the Real Estate Deposit Amount to secure payment of their Notes.  Beginning on September 1, 2009, and continuing on the same date of each year thereafter, the Escrow Agent is to release to the Shareholders on a pro rata basis, as more fully described in Section 1.2(d) of the Stock Purchase Agreement,  certain amounts equal to the combined principal reduction of the Notes that has occurred during the preceding August 1 through July 31 period, until such time as the Real Estate Deposit Amount, including any accrued interest thereon, has been paid to the Shareholders; and

WHEREAS, the Escrow Agent agrees to make payments from the Deposit Amount and the Real Estate Deposit Amount to the Shareholders on a pro rata basis pursuant to the amended terms and conditions of Section 1.2(c) and 1.2(d) of the Stock Purchase Agreement; and

WHEREAS, Security National, Southern Security and each of the Shareholders desire to modify the terms of the Stock Purchase Agreement by entering into an escrow agreement containing terms and conditions that amend certain terms and conditions of the Stock Purchase Agreement, and to the extent such amended terms and conditions of the escrow agreement are inconsistent with those in the Stock Purchase Agreement, such amended terms and conditions shall be controlling and shall constitute an amendment to the Stock Purchase Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

2.            Delivery of Cash into Escrow .  The Shareholders herewith deliver cash in the form of immediately available U.S. Dollars by bank wire transfer into the Escrow Agreement in the amount of Four Hundred Forty-three Thousand Five Hundred Dollars ($443,500) to U.S. Bank, N.A., 170 South Main Street, 6 ^th Floor, Salt Lake City, Utah 84101; Attn:  David H. Green, Vice President.

3.            Investment of Escrow Funds .  Any funds held in the Escrow Account shall be invested by the Escrow Agent, in the Escrow Agent's discretion in accordance with terms and conditions set forth in Section 5 below, in an interest bearing account held by the Escrow Agent.

4.            Distribution of Escrow Funds .

(a)          The Shareholders agree at closing to deposit $175,000 of the Purchase Consideration into the interest bearing Escrow Account as the Deposit Amount.  This amount shall be held for a period of six months from the Closing Date (the “Holdback Period”) and used to pay the amount of any adjustments in the Stock Purchase Agreement, including any adjustments described in Sections 1.2(c), (d) and (e) thereunder.  The amount of the adjustments shall be determined during the Holdback Period.  At the end of the Holdback Period, Security National shall provide written notice of the amount and a description of the adjustments to be charged against the Deposit Amount to the Shareholders and the Escrow Agent at the addresses specified in Section 7 below.  Not less than ten (10) days after the notice has been provided to the Shareholders, the Escrow Agent agrees to transfer the remaining amounts of the Deposit Amount, following the payment of any such adjustments, into the Real Estate Deposit Amount to be held and distributed in accordance with the terms of Section 4(b) below;

(b)          The Shareholders further ag