TRUST AGREEMENT
effective as of December 29, 2005, among
MEMORIAL INSURANCE COMPANY OF AMERICA, as Grantor.
SECURITY NATIONAL LIFE INSURANCE COMPANY, as Beneficiary, and
ZIONS FIRST NATIONAL BANK, as Trustee.
TABLE OF CONTENTS
Page
Parties and Recitals
Section 1. Deposit of Assets into the Trust Account........................ 1
Section 2. Withdrawal of Assets from the Trust Account.................... 3
Section 3. Redemption, Investment and Substitution of Assets.............. 4
Section 4. The Income Account............................................. 5
Section 5. Right to Vote Assets........................................... 5
Section 6. Additional Rights and Duties of Trustee........................ 5
Section 7. Trustee's Compensation, Expenses and Indemnification........... 6
Section 8. Resignation of Trustee......................................... 7
Section 9. Termination of the Trust Account............................... 7
Section 10. Tax Returns.................................................... 8
Section 11. Definitions.................................................... 8
Section 12. Governing Law.................................................. 9
Section 13. Successors and Assigns......................................... 9
Section 14. Severability................................................... 9
Section 15. Entire Agreement.............................................. 10
Section 16. Amendments..................................................... 10
Section 17. Notices........................................................ 10
Section 18. Headings....................................................... 11
Section 19. Counterparts................................................... 11
Exhibit A Reinsurance Agreement
Exhibit B List of Assets Deposited into Trust Account
TRUST AGREEMENT
THIS TRUST AGREEMENT is made and entered into, effective this 29th day of
December, 2005 (the "Agreement"), by and among MEMORIAL INSURANCE COMPANY OF
AMERICA, an Arkansas life insurance company, together with any successor
thereof, including, without limitation, any liquidator, rehabilitator, receiver
or conservator (the "Grantor"), SECURITY NATIONAL LIFE INSURANCE COMPANY, a Utah
domiciled life insurance company (the "Beneficiary") and ZIONS FIRST NATIONAL
BANK, a national banking corporation (the "Trustee") (Grantor, Beneficiary and
Trustee are each hereinafter sometimes referred to, individually, as a "Party"
and, collectively, as the "Parties").
WITNESSETH:
WHEREAS, Grantor and Beneficiary have entered into a certain reinsurance
agreement, effective as of December 29, 2005, a copy of which is attached hereto
as Exhibit "A", and by this reference made a part hereof (the "Reinsurance
Agreement") concerning certain insurance policies (the "Reinsured Policies");
WHEREAS, Grantor desires, pursuant to the Reinsurance Agreement, to
transfer to Trustee for deposit into a trust account (the "Trust Account")
assets equal in amount to the statutory reserves subject to the Reinsurance
Agreement in order to secure payments to be made pursuant to the terms of the
Reinsurance Agreement; and
WHEREAS, Trustee has agreed to act as the trustee hereunder, and to hold
such assets in trust in the Trust Account and the Income Account, as defined in
Section 4 below, for the sole use and benefit of Beneficiary pursuant to the
Reinsurance Agreement;
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 into the Trust Account
(a) Grantor shall establish the Trust Account and Trustee shall administer
the Trust Account in its name as the trustee for Beneficiary. The Trust Account
shall be subject to withdrawal by Beneficiary as provided herein.
(b) Grantor shall transfer to Trustee, for deposit into the Trust Account,
the assets listed in Exhibit B hereto, and may transfer to Trustee, for deposit
to the Trust Account, such other assets as it may from time to time desire or as
may be required pursuant to the terms of the Reinsurance Agreement (all such
assets actually received in the Trust Account are herein referred to as the
"Assets"). The Assets shall consist of cash and Eligible Securities (as
hereinafter defined).
(c) The amounts deposited by Grantor into the Trust Account shall be in
such amount that the aggregate market value of the Trust Account at the
inception of this Trust equals or exceeds the statutory reserves on the
reinsurance ceded under the Reinsurance Agreement as of the same date. For
purposes of this section, aggregate market value shall be determined by Trustee,
and the Assets that are in default according to their terms shall have a market
value of $0 (zero dollars). For purposes of this Agreement, statutory reserves,
whenever used, shall mean the gross statutory reserves held by Grantor, or as
should be held by Grantor, on its NAIC Convention Blank, with respect to the
policies reinsured hereunder. Grantor certifies, to the best of its knowledge
and belief, the actuarial accuracy of the reserves based upon the appropriate
mortality table, interest assumptions, and method of calculation relating to
each of the policies reinsured hereunder, and the accuracy of the outstanding
balances of the policy loans, dividend deposits and coupon deposits, if any,
applicable to each of the policies reinsured hereunder; provided, however, that
in the event of a breach of these certificates or the discovery by Grantor or
Beneficiary of an error in calculation, any such breach or error may be cured by
Grantor or Beneficiary making a cash payment to the other, as the case may be,
of the amount of any such error in calculation or actuarial inaccuracy.
(d) Grantor hereby represents and warrants (i) that any Assets transferred
by Grantor to Trustee for deposit into the Trust Account will be in such form
that Beneficiary may, whenever necessary, and Trustee will, upon direction by
Beneficiary, negotiate any such Assets without consent or signature from Grantor
or any other person in accordance with the terms of this Agreement; and (ii)
that all Assets transferred by Grantor to Trustee for deposit into the Trust
Account will consist only of cash and Eligible Securities.
(e) Trustee shall have no responsibility to determine whether the Assets in
the Trust Account are sufficient to secure Grantor's liabilities under the
Reinsurance Agreement or whether such assets are equal to the Statutory
Reserves.
(f) This Agreement is a security agreement under the Arkansas Uniform
Commercial Code ("Arkansas UCC"), as enacted and in effect in the State of
Arkansas, and creates a security interest in the Assets in favor of Trustee, for
the benefit of Beneficiary. Upon Beneficiary's request, financing statements
shall be executed by the necessary party or parties and filed by Trustee in the
manner required by law to perfect such security interest. Compliance with
Arkansas UCC requirements shall not alter any rights under this Agreement or
under any other laws of the State of Arkansas, nor shall it relieve Trustee of
any obligation. Compliance with the Arkansas UCC is solely to preserve the
priority of Beneficiary's security interest in the Assets.
(g) Grantor shall deliver the Assets listed in Exhibit B hereto to Trustee
with appropriate assignments, bond powers, or powers of attorney that authorize
Trustee to transfer the Assets to its name and hold them for the benefit of
Beneficiary. In the event Assets are added to or are substituted for the Assets
already in the fund, appropriate assignments, bond powers or powers of attorney
authorizing Trustee to transfer the Assets to its name shall also be delivered
to Trustee.
(h) Grantor warrants that it will not create any other security interest in
or otherwise encumber the Assets. In the event that any lien or claim is made
against any Assets which asserts an interest superior to that of Beneficiary,
Grantor will promptly take steps satisfactory to Beneficiary to discharge the
claim or lien or shall substitute other assets for those encumbered.
Section 2. Withdrawal of Assets from the Trust Account
(a) Without notice to Grantor, but upon written notice to Trustee (the
"Withdrawal Notice"), Beneficiary shall have the right, at any time and from
time to time, to withdraw from the Trust Account, such Assets as are specified
in such Withdrawal Notice for legitimate business purposes, including the
purposes set forth below. The Withdrawal Notice may designate a third party (the
"Designee") to whom the Assets specified therein shall be delivered and may
condition delivery of such Assets to such Designee upon receipt, and deposit to
the Trust Account, of other Assets specified in such Withdrawal Notice.
Beneficiary need present no statement or document other than a representation to
be contained in the Withdrawal Notice that the Assets, using statutory
accounting principles as required or allowed by the state of Arkansas, remaining
in the Trust Account are at least equal to the Statutory Reserves as of the
preceding quarterly statutory filing, nor is said right of withdrawal or any
other provision of this Agreement subject to any conditions or qualifications
not contained in this Agreement. At no time shall Beneficiary submit a
withdrawal notice to Trustee that would cause the Assets in this Trust to be
less than the Statutory Reserves, using statutory accounting principles as
required or allowed by the state of Arkansas, on the Reinsured Policies as of
the preceding quarterly statutory filing.
(b) Beneficiary shall have the right to withdraw Assets from the Trust
Account in accordance with this Section 2 for the following purposes: (i) to
make payment of any obligation of Beneficiary under the Reinsurance Agreement;
(ii) to fund Beneficiary's share of non-forfeiture benefits returned to the
owners of policies reinsured under the Reinsurance Agreement on account of
cancellations of such policies; (iii) to fund Beneficiary's share of surrenders
and benefits or losses paid pursuant to the provisions of the policies reinsured
under the Reinsurance Agreement; (iv) to the extent the Assets in the Trust
Account, using statutory accounting principles as required or allowed by the
state of Arkansas, exceed the statutory reserves for the policies covered by the
Reinsurance Agreement, such excess amount of Assets may be withdrawn by
Beneficiary in its sole discretion. Beneficiary shall have sole ownership of any
increases in the amount of the Assets in the Trust Account, including, without
limitation, any income derived from such Assets. However, Beneficiary is
responsible to contribute to the Trust Account if the Assets are insufficient to
cover all reserve requirements on an on-going basis.
(c) Upon receipt of a Withdrawal Notice, Trustee shall immediately take any
and all steps necessary to transfer the Assets specified in such Withdrawal
Notice and shall deliver such Assets to or for the account of Beneficiary or
such Designee as specified in such Withdrawal Notice.
(d) Subject to paragraph (a) of this Section 2 and to Section 4 of this
Agreement, in the absence of a Withdrawal Notice, Trustee shall allow no
substitution or withdrawal of any Asset from the Trust Account.
(e) Trustee shall have no responsibility whatsoever to determine the manner
in which any assets withdrawn from the Trust Account pursuant to this Section 2
will be used and/or applied.
Section 3. Redemption, Investment and Substitution of Assets
(a) Trustee shall surrender for payment all maturing Assets and all Assets
called for redemption and deposit the principal amount of the proceeds of any
such payment to the Trust Account.
(b) From time to time, at the written order and direction of Beneficiary,
Trustee shall invest Assets in the Trust Account in Eligible Securities, as
authorized by the insurance laws of Arkansas, and laws of other controlling
insurance authorities. Trustee is specifically authorized to invest any cash
balances in one or more money market vehicles utilized by Trustee for fiduciary
accounts without receiving prior written direction or any further confirmation
from Beneficiary. Trustee is further permitted to utilize any such fund invested
in its own bank's deposits.
(c) From time to time, Beneficiary may direct Trustee in writing to
substitute Eligible Securities for other Eligible Securities held in the Trust
Account at such time. Trustee shall have no responsibility whatsoever to
determine the value of such substituted securities or whether such substituted
securities constitute Eligible Securities. On an annual basis, Beneficiary shall
send a written statement to Trustee, certifying that all the securities in the
Trust Account constitute Eligible Securities.
(d) Trustee shall have no responsibility whatsoever to determine that any
Assets in the Trust Account are or continue to be Eligible Securities. Trustee
shall execute instructions or orders concerning such investments or
substitutions of securities (the "Investment Orders") and settle securities
transactions by itself or by means of an agent or broker. Trustee shall not be
responsible for any act or omission, or for the solvency, of any such agent or
broker unless said act or omission is the result, in whole or in part, of
Trustee's negligence, willful misconduct or lack of good faith.
(e) Any loss incurred from any investment pursuant to the terms of this
Section 3 shall be borne exclusively by Beneficiary. Trustee shall not be liable
for any loss due to changes in market rates or penalties for early redemption.
Section 4. The Income Account
All payments of interest and dividends received from or relating to the
Assets in the Trust Account shall be deposited by Trustee into a separate income
account that shall be established by Grantor and administered by Trustee (the
"Income Account") for the benefit of Beneficiary. Trustee's compensation and
expenses shall be deducted from the Income Account, as provided in Section 7 of
this Agreement.
Section 5. Right to Vote Assets
Trustee shall forward all annual and interim stockholder reports and all
proxies and proxy materials relating to the Assets in the Trust Account to
Beneficiary. Beneficiary shall have the full and unqualified right, where
applicable, to vote any Assets in the Trust Account.
Section 6. Additional Rights and Duties of Trustee
(a) Trustee shall notify Grantor and Beneficiary in writing within ten days
following each deposit to, or withdrawal from, the Trust Account.
(b) Before accepting any Asset for deposit to the Trust Account, Trustee
shall determine that such Asset is in such form that Beneficiary whenever
necessary may, or Trustee upon direction by Beneficiary will, negotiate such
Asset without consent or signature from Grantor or any person or entity other
than Trustee in accordance with the terms of this Agreement.
(c) Trustee may deposit any Assets in the Trust Account in a book-entry
account maintained at a federally chartered bank or in depositories such as the
Depository Trust Company. Assets may be held in the name of a nominee maintained
by Trustee or by any such depository.
(d) Trustee shall accept and open all mail directed to Grantor or
Beneficiary in care of Trustee.
(e) Trustee shall furnish Grantor and Beneficiary with a written statement
of all the Assets in the Trust Account upon the inception of the Trust Account
and at the end of each calendar quarter thereafter.
(f) Upon the request of Grantor or Beneficiary, Trustee shall promptly
permit the Grantor or Beneficiary, their respective agents, employees or
independent auditors to examine, audit, excerpt, transcribe and copy, during
Trustee's normal business hours, any books, documents, papers and records
relating to the Trust Account or the Assets.
(g) Trustee is authorized to follow and rely upon instructions consistent
with the provisions of this Agreement that may be given by officers named in
incumbency certificates furnished to Trustee from time to time by Grantor and
Beneficiary, respectively, and by attorneys-in-fact acting under written
authority furnished to Trustee by Grantor or Beneficiary, including, without
limitation, instructions given by letter, facsimile transmission, telegram,
teletype, cablegram or electronic media, if Trustee believes such instructions
to be genuine and to have been signed, sent or presented by the proper party or
parties. Trustee shall not incur any liability to anyone resulting from actions
taken by Trustee in reliance in good faith on such instructions. Trustee shall
not incur any liability in executing instructions (i) from an attorney-in-fact
prior to receipt by it of notice of the revocation of the written authority of
the attorney-in-fact or (ii) from any officer of Grantor or Beneficiary named in
an incumbency certificate delivered hereunder prior to receipt by it of a more
current certificate.
(h) The duties and obligations of Trustee shall only be such as are
specifically set forth in this Agreement, as it may from time to time be
amended, and no implied duties or obligations shall be read into this Agreement
against Trustee. Trustee shall only be liable for its own negligence, willful
misconduct or lack of good faith.
(i) No provision of this Agreement shall require Trustee to take any action
which, in Trustee's reasonable judgment, would result in any violation of this
Agreement or any provision of law.
(j) Trustee may confer with counsel of its own choice in relation to
matters arising under this Agreement and shall have full and complete
authorization from the other Parties hereunder for any action taken or suffered
by it under this Agreement or under any transaction contemplated hereby in good
faith and in accordance with the opinion of such counsel.
Section 7. Trustee's Compensation, Expenses and Indemnification
(a) Trustee shall be paid its compensation and expenses from the Income
Account, as set forth in Paragraph 4, for its services as trustee under this
Agreement, based upon a fee schedule that will be mutually agreed upon by
Trustee and Beneficiary. If at anytime there is not sufficient funds in the
Income Account to pay the trustee's fees, Beneficiary will pay such fees from
sources other than the Assets in the Trust Account. Beneficiary shall have the
right to review at any time the amount of compensation and expenses paid to
Trustee for serving as a trustee hereunder and, if necessary, to dispute any
such amounts that may be incorrectly or improperly determined. All of Trustee's
expenses and disbursements in connection with its duties under this Agreement
will be paid from the Income Account, except any such expense or disbursement as
may arise from Trustee's negligence, willful misconduct or lack of good faith.
Trustee shall be entitled to deduct its compensation and expenses from payments
of dividends, interest and other income in respect of the Assets held in the
Trust Account prior to the deposit thereof to the Income Account as provided in
Section 4 of this Agreement, upon written notification to Beneficiary.
Beneficiary and Grantor also hereby indemnify Trustee for, and hold it harmless
against, any loss, liability, costs or expenses (including attorney's fees and
expenses) incurred or made without negligence, willful misconduct or lack. of
good faith on the part of Trustee, arising out of or in connection with the
performance of its obligations in accordance with the provisions of this
Agreement, including any loss, liability, costs or expenses arising out of or in
connection with the status of Trustee and its nominee as the holder of record of
the Assets. Grantor hereby acknowledges that the foregoing indemnities shall
survive the resignation of Trustee or the termination of this Agreement and
hereby grants the Trustee a lien, right of set-off and security interest in the
funds in the Income Account for the payment of any claim for compensation,
reimbursement or indemnity hereunder.
(b) No Assets, other than as related to income, shall be withdrawn from the
Trust Account or used in any manner for paying compensation to, or reimbursement
or indemnification of, Trustee.
Section 8. Resignation of Trustee
(a) Trustee may resign at any time by giving not less than 90 days' written
notice thereof to Beneficiary and to Grantor, such resignation to become
effective on the acceptance of appointment by a successor trustee and the
transfer to such successor trustee of all Assets in the Trust Account in
accordance with paragraph (b) of this Section 8.
(b) Upon receipt of Trustee's notice of resignation, Grantor and
Beneficiary shall appoint a successor trustee. Any successor trustee shall be a
bank that is a member of Federal Reserve System or shall not be a Parent, a
Subsidiary or an Affiliate of Grantor or Beneficiary. Upon the acceptance of the
appointment as trustee hereunder by a successor trustee and the transfer to such
successor trustee of all Assets in the Trust Account, the resignation of Trustee
shall become effective. Thereupon, such successor trustee shall succeed to and
become vested with all the rights, powers, privileges and duties of Trustee, and
Trustee shall be discharged from any future duties and obligations under this
Agreement, but Trustee shall continue after its resignation to be entitled to
the benefits of the indemnities provided herein for Trustee.
Section 9. Termination of the Trust Account
(a) The Trust Account and this Agreement shall be terminated upon the joint
action of both Grantor and Beneficiary, provided they have obtained written
approval from the Arkansas Insurance Department consenting to such termination.
Such notice shall specify the date (the "Termination Date") on which Grantor and
Beneficiary intend the Trust Account to terminate, which date shall be at least
fifteen (15) days subsequent to the date that the termination notice is given.
(b) On the Termination Date, upon receipt of written approval of the
Arkansas Insurance Department consenting to such termination, Trustee shall
transfer to Beneficiary all amounts remaining in the Trust Account. In the event
of insolvency of Beneficiary, as defined in Article VII of the Reinsurance
Agreement, Trustee shall hold all monies due to the Beneficiary pursuant to
unreimbursed payments made in accordance with the terms of the Reinsurance
Agreement and thereafter hold any Assets and liabilities remaining in the Trust
Account for purposes of administration of such Assets and liabilities with
respect to such insolvency.
(c) If the Reinsurance Agreement is converted to an Assumption Agreement as
a result of Grantor's insolvency as defined in Article VII of the Reinsurance
Agreement, the Trust Account shall terminate and all Assets and liabilities in
the Trust Account shall be distributed to Beneficiary.
Section 10. Tax Returns
Beneficiary shall be responsible for causing to be prepared and filed in a
timely fashion all tax returns, if any, of the Trust relating to the
transactions contemplated by this Agreement or otherwise contemplated hereby,
and it shall send a copy of each such tax return to Trustee and Grantor.
Trustee, upon request, will furnish Grantor with all such information as it has
in its possession and as may be reasonably required in connection with the
preparation of such tax returns and shall, upon the request of Beneficiary,
execute such returns if required to do so by the applicable taxing authority.
Trustee shall not be liable for any tax due and payable in connection with this
Trust Agreement except for any tax based on or measured by the net income of
Trustee resulting from the amounts paid to Trustee as fees or compensation for
acting as Trustee hereunder.
Section 11. Definitions
Except as the context shall otherwise require, the following terms shall
have the following meanings for all purposes of this Agreement (the definitions
to be applicable to both the singular and the plural forms of each term defined
if both such forms of such term are used in this Agreement):
The term "Affiliate" with respect to any corporation shall mean a
corporation which directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, such corporation.
The term "control" (including the related terms "controlled by" and "under
common control with") shall mean the ownership, directly or indirectly of more
than fifty percent (50%) of the voting stock of a corporation.
The term "Business Day" shall mean any day on which the offices of Trustee
is open for business.
The term "Eligible Securities" shall mean and include certificates of
deposit issued by a United States bank and payable in United States legal tender
and obligations issued, assumed or guaranteed by the United States, any state,
territory or possession thereof, or the District of Columbia or any money market
vehicles utilized by Trustee for fiduciary accounts, to include those invested
in its own bank's deposits, any other investment authorized under the relevant
statutes and rules of Beneficiary's domiciliary state; provided, however, that
no such securities shall have been issued by a Parent, a Subsidiary or an
Affiliate of either Grantor or Beneficiary.
The term "obligations" shall mean, with respect to the Reinsurance
Agreement, (a) losses, to include policyholder benefits, and allocated loss
expenses paid or payable by Beneficiary, but not recovered from Grantor, (b)
reserves for losses reported and outstanding, (c) reserves for losses incurred
but not reported, (d) reserves for allocated loss expenses and (e) reserves for
unearned premiums.
The term "person" shall mean and include an individual, a corporation, a
partnership, an association, a trust, an unincorporated organization or a
government or political subdivision thereof.
The term "Parent" shall mean an institution that, directly or indirectly,
controls another institution.
The term "Subsidiary" shall mean an institution controlled, directly or
indirectly, by another institution.
Section 12. Governing Law
This Agreement shall be subject to and governed by the laws of the State of
Arkansas. Venue and jurisdiction shall be in the State of Arkansas.
Section 13. Successors and Assigns
No Party may assign this Agreement or any of its rights or obligations
hereunder, without the written consent of the other Parties, whether by merger,
consolidation, sale of all or substantially all of its assets, liquidation,
dissolution or otherwise, except as expressly permitted by Section 8 of this
Agreement, except that Beneficiary may assign all of its rights and obligations
hereunder to a Parent or Subsidiary.
Section 14. Severability
In the event that any provision of this Agreement shall be declared invalid
or unenforceable by any regulatory body or court having jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remaining portions of this Agreement.
Section 15. Entire Agreement
This Agreement constitutes the entire agreement among the Parties, and
there are no understandings or agreements, conditions or qualifications relative
to this Agreement which are not fully expressed in this Agreement.
Section 16. Amendments
This Agreement may be modified or otherwise amended, and the observance of
any term of this Agreement may be waived, if such modification, amendment or
waiver is in writing and signed by all of the Parties.
Section 17. Notices
Unless otherwise provided in this Agreement, all notices, directions,
requests, demands, acknowledgments and other communications required or
permitted to be given or made under the terms hereof shall be in writing and
shall be deemed to have been duly given or made (a)(i) when delivered
personally, (ii) when made or given by prepaid telex, telegraph or telecopier,
or (iii) in the case of mail delivery, upon the expiration of three days after
any such notice, direction, request, demand, acknowledgment or other
communication shall have been deposited in the United States mail for
transmission by first class mail, postage prepaid, or upon receipt thereof,
whichever shall first occur and (b) when addressed as follows:
If to Grantor:
Memorial Insurance Company of America
634 West Main
Blytheville, Arkansas 72315
Attn: ________________________
If to Beneficiary:
Security National Life Insurance Company
5300 South 360 West, Suite 200
Salt Lake City, Utah 84123
Attn: Scott M. Quist, President
If to Trustee:
Zions First National Bank
10 East South Temple, Suite 300
Salt Lake City, Utah 84111
Attn: ___________________
Each Party may from time to time designate a different address for notices,
directions, requests, demands, acknowledgments and other communications by
giving written notice of such change to the other Parties. All notices,
directions, requests, demands, acknowledgments and other communications relating
to Beneficiary's approval of Grantor's authorization to substitute Assets and to
the termination of the Trust Account shall be in writing and may not be made or
given by prepaid telex, telegraph or telecopier.
Section 18. Headings
The headings of the Sections and the Table of Contents have been inserted
for convenience of reference only, and shall not be deemed to constitute a part
of this Agreement.
Section 19. Counterparts
This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall constitute an original, but such
counterparts together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
MEMORIAL INSURANCE COMPANY OF AMERICA,
as Grantor
By:_________________________________________
Title: ______________________________
SECURITY NATIONAL LIFE INSURANCE COMPANY,
as Beneficiary
By: /s/ Larry N. Perrin
-------------------
Title: Treasurer
---------
ZIONS FIRST NATIONAL BANK, as Trustee
By: /s/ Brandon Elzinga
-------------------
Title: Trust Officer
-------------
EXHIBIT A
REINSURANCE AGREEMENT between MEMORIAL INSURANCE COMPANY OF AMERICA of
Blytheville, Arkansas and SECURITY NATIONAL LIFE INSURANCE COMPANY of Salt Lake
City, Utah, effective as of December 29, 2005.
EXHIBIT B
Assets Deposited into Trust Account