UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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First Trinity Financial Corporation
(Name of Registrant as Specified In Its Charter)
 

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First Trinity Financial Corporation
7633 E 63rd Place, Suite 230
Tulsa, Oklahoma 74133

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 201018, 2011
TO THE SHAREHOLDERS OF
First Trinity Financial Corporation

Notice is hereby given that the annual meeting of shareholders (the “Annual Meeting”) of First Trinity Financial Corporation, an Oklahoma corporation (“First Trinity” or the “Company”), will be held at the Doubletree Hotel Tulsa-Downtown, 616 West Seventh Street,Embassy Suites Tulsa - I-44, 3332 South 79th East Avenue, Tulsa, Oklahoma 7412774145 on Wednesday, May 19, 2010,18, 2011, at 1:00 p.m. Central Daylight Time, for the following purposes:

(1)To elect eleventen directors to hold office for a term of one year each or until their successors are duly elected and qualified.

(2)To ratify the selection of Kerber, Eck & Braeckel LLP, as First Trinity’s independent registered public accounting firm for 2010.2011.

(3)To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 31, 2010,2011, as the record date for determining the shareholders entitled to receive notice of and to vote at the meeting and any adjournment thereof.  The stock transfer books will not be closed.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. Please review the instructions concerning each of your voting options described in the Proxy Statement. Your cooperation will assure that your shares are voted and will also greatly assist us in preparing for the Annual Meeting.  The proxy is being solicited by and on behalf of the Board of Directors of First Trinity.
Your attention is directed to our 20092010 annual report and to the proxy statement, both of which accompany this notice.
 
By Order of the Board of Directors,

/s/ Jeffrey J. Wood
Jeffrey J. Wood
Chief Financial Officer, Secretary and Treasurer
Tulsa, Oklahoma
April 20, 2011


TABLE OF CONTENTS
PROCEDURAL MATTERS1
Record Date and Outstanding Shares/s/ John Perkins  1
Voting and SolicitationJohn Perkins 1
Revocability of ProxiesSecretary 1
PROPOSALS TO BE VOTED ON2
ELECTION OF DIRECTORS2
General2
Vote Required2
Nominees for Election at the Annual Meeting2
Board Meetings and Committees4
Code of Conduct and Ethics4
Communication with the Board of Directors5
Audit committee5
Compensation Committee5
Nominating and Corporate Governance Committee5
Director Compensation6
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM6
Accounting Fees6
Pre-Approval of Audit and Non Audit services7
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS7
SECUTRIY OWNERSHIP8
EXECTIVE COMPENSATION8
Summary Compensation Table9
Employment Agreement9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION10
ANNUAL REPORT10
OTHER MATTERS10
OTHER INFORMATION10
Tulsa, Oklahoma
April 30, 2010
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders.
The Proxy Statement and 2009 Annual Report to Shareholders are Available at: www.firsttrinityfinancial.com


FIRST TRINITY FINANCIAL CORPORATION
7633 EAST 63RD PLACE, SUITE 230
TULSA, OKLAHOMA 74133

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

The following information is furnished in connection with a solicitation of proxies by and on behalf of the Board of Directors of First Trinity Financial Corporation (“First Trinity” or the “Company”).  The proxies we receive will be voted at the Annual Meeting of shareholders (the “Annual Meeting”) of the Company to be held at the Doubletree HotelEmbassy Suites Tulsa Downtown, 616 West Seventh Street,- I-44, 3332 South 79th East Avenue, Tulsa, Oklahoma 7412774145 on Wednesday, May 19, 201018, 2011 at 1:00 p.m. (Central Daylight Time), and at any adjournment thereof, for the purposes set forth in the Notice of Annual Meeting.  This Proxy Statement and the accompanying proxy are first being mailed to our shareholders on or about May 1, 2010.April 20, 2011.
Our proxy materials may be accessed on the internet at www.firsttrinityfinancial.com
PROCEDURAL MATTERS

Record Date and Outstanding Shares

We have issued one class of capital stock.  Stockholders of record at the close of business on March 31, 20102011 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting. On the Record Date, 5,805,0006,798,496 shares of the Company’s common stock, $0.01 par value, were issued and outstanding.

Voting and Solicitation

Every stockholder of record on the Record Date is entitled, for each share held, to one vote on each proposal that comes before the Annual Meeting. In the election of directors, each stockholder will be entitled to vote for eleventen nominees.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may vote by completing, signing and mailing the proxy card enclosed therewith in the postage-prepaid envelope provided for that purpose. Voting by written proxy will ensure your representation at the Annual Meeting, if you do not attend in person. For specific instructions on how to vote your shares, please review the instructions on the proxy card enclosed with the proxy materials.

The cost of this solicitation will be borne by the Company. The Company may reimburse expenses incurred by brokerage firms and other persons representing beneficial owners of shares in forwarding solicitation materials to beneficial owners. Proxies may be solicited by certain of First Trinity’s directors, officers and other employees, without additional compensation, personally, by telephone or by email.

Any proxy representing shares of common stock entitled to be voted at the Annual Meeting that specifies how it is to be voted will be voted accordingly if properly executed and received by the Company before voting begins at the Annual Meeting, or any adjournment(s) thereof.  Shares as to which authority to vote has been withheld with respect to the election of any nominee for director will not be counted as a vote for such nominee and neither any abstention or a broker non-vote will be counted as a vote for a proposal.  Any properly executed proxy will be voted in accordance with instructions specified but in the absence of any instructions will be voted “FOR” any proposal or nominee at the Annual Meeting and any adjournment(s) thereof.

Revocability of Proxies

Proxies given pursuant to this solicitation may be revoked at any time before they have been used. You may change or revoke your proxy by delivering a written notice of revocation to the Secretary of First Trinity or by completing a new proxy card bearing a later date (which automatically revokes the earlier proxy instructions).  Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request by notifying the inspector of elections of your intention to revoke your proxy and voting in person at the Annual Meeting.



PROPOSALS TO BE VOTED ON:
(1)To elect eleventen directors to hold office for a term of one year each or until their successors are duly elected and qualified.
(2)To ratify the selection of Kerber, Eck & Braeckel LLP, as First Trinity’s independent registered public accounting firm for 2010.2011.

(3)To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
PROPOSAL ONE:

ELECTION OF DIRECTORS

General

The Board of Directors consists of one class, with the term of office expiring each year. The number of directors which will constitute the entire 2011 Board of Directors is ten. The Company's By Laws designate that the number of directors which constitutes the entire boardBoard of Directors is twelve.  The Company has elected to nominate ten directors instead of twelve since it has found no compelling reason to replace the two directors that resigned during 2010. Proxies can only be voted for ten persons that corresponds to the number of directors is eleven.nominated.

The Board of Directors determined that seven of the eleventen current directors are “independent”"independent" as defined by NASDAQNasdaq listing standards and rule 10A-3 of the Securities and Exchange Act of 1934.  The non-independent directors are Scott J. Engebritson, Gregg E. Zahn and William S. Lay and John R. Perkins.Lay.

Vote Required
Votes withheld from any director are counted for purposes of determining the presence or absence of a quorum, but have no legal effect under Oklahoma law.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for First Trinity’s eleventen nominees named below, to hold office for a term of one years each or until their successors are duly elected and qualified.  If any nominee of First Trinity is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board of Directors to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director.THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.

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Nominees for Election at the Annual Meeting

The Nomination and Corporate Governance Committee, consisting of three independent directors as determined under applicable NASDAQNasdaq listing standards, recommended the eleventen individuals set forth in the table below for nomination by our full Board of Directors. All current directors are standing for re-election.  Based on such recommendations, our Board of Directors nominated such directors for election at the Annual Meeting.

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The following sets forth information concerning the nominees for election as directors at the Annual Meeting, including information as to each nominee’s age as of the Record Date, position with the Company and business experience.
   
 Director  Director
Name of Nominee Age Position/Principal Occupation SinceAgePosition/Principal OccupationSince
Gregg E. Zahn 48 Director; President and Chief Executive Officer of First Trinity 200449Director; President and Chief Executive Officer of First Trinity2004
Scott J. Engebritson 52 Director; Chairman of the Board 200453Director; Chairman of the Board of First Trinity2004
William S.Lay 70 Director; Chief Financial Officer and Treasurer of First Trinity 200771Director; Vice President and Chief Investment Officer of First Trinity2007
John R. Perkins 58 Director; Secretary First Trinity 2004
H. Bryan Chrisman (2) 46 Director; Insurance Marketing 200446Director; Insurance Marketing2004
Bill H. Hill (1) (2) 69 Director; Former President of Eastern Oklahoma State College 200470Director; Former President of Eastern Oklahoma State College2004
Charles W. Owens (2) 55 Director; Insurance and Marketing Services 200456Director; Insurance and Marketing Services2004
George E. Peintner (3) 66 Director; Marketing Company 200467Director; Marketing Company2004
G. Wayne Pettigrew 47 Director; Insurance and Pension Benefits Consulting 2004
Shannon B. Young (3)49Director; Insurance Marketing2008
G. Wayne Pettigrew (1)48Director; Insurance and Pension Benefits Consulting2004
Gary L. Sherrer (1) (3) 61 Director; Assistant Vice President, Division of Agricultural Sciences
Sciences and Natural Resources for Oklahoma State University		 200462
Director; Assistant Vice President, Division of Agricultural Sciences and Natural Resources for Oklahoma State University Foundation Sciences and Natural Resources for Oklahoma State University Foundation
2004
Shannon Young (3) 48 Director; Insurance Marketing 2008
________________________
(1)             Member Audit Committee
(2)             Member Compensation Committee
(3)             Member Nominating and Corporate Governance committee
 
(1)Member Audit Committee
(2)Member Compensation Committee
(3)Member of Nominating and Corporate Governance committee
The following is a brief description of the previous business background of the executive officers and directors.

Scott J. Engebritsonhas been Chairman of the Board of Directors since inception in 2004.  He was Chief Executive Officer from the inception of First Trinity in 2004 until October 2007. He was President and a Director of Trinity Life Insurance Company (“TLIC”) and Chairman of the Board and Director of First Trinity Capital Corporation (“FTCC”) from their inception in 2006 until October 2007 and Chairman of the Board of First Life America Corporation and director from December 2008 until August 31, 2009. TLIC FTCC and FLACFTCC are subsidiaries of First Trinity.  He currently serves as Chairman of the Board and President of Great Plains Financial Corporation a position he has held since its inception in 2006.  He currently serves as Chairman of the Board of Northern Plains Capital Corporation a position he has held since its inception in 2008. Mr. Engebritson servesserved as Chairman of the Board for Mid-American Alliance Corporation and its subsidiary Mid-American Century Life Insurance Company from their inception in 1995 until they were merged with Citizens Inc. in 2003. Mr. Engebritson served as Chairman of the Board of Western States Alliance from 2000 to 2006. He served as Co-Chairman of the Board of Arkansas Security Capital from 2001 to 2005. He served as Chairman of the Board of Midwest Holding Inc. from 2004 to 2006.

Gregg E. Zahnis President, Chief Executive Officer and a member of the Board of Directors of First Trinity since October 2007.   From 2004 until October 2007 he was Director of Training and Recruiting and a member of the Board of Directors. He is President and Chief Executive Officer and Director of TLIC and FTCC and has served in those positions since October 2007. He was Executive Vice President of FLAC from December 2008 untilto August 2009.  Between 1997 and March 2004, Mr. Zahn served as Marketing Vice President of First Alliance Corporation of Lexington, Kentucky and as Assistant to the President of First Alliance Corporation and Mid American Alliance Corporation. He was President of Alliance Insurance Management from 2001 to 2003.

William S. Lay is Treasurer,Vice President, Chief Investment Officer and a Director.  He served as Chief Financial Officer and a member of the Board of Directors and has served in those positions sincefrom April of 2007.2007 through June 2010 and Secretary and Treasurer from April 2007 through March 2011.  He also serves as an Officer and Director of TLIC and FTCC. For the past five years, Mr. Lay has been a financial officer and business consultant, specializing in corporate financial and consulting services for small sized entrepreneurial companies, having spent the last five years providing consulting services to businesses.companies. Prior to that, Mr. Lay was an officer and director of numerous life insurance companies and also has experience in business acquisitions, mergers and reorganizations.

H. Bryan Chrisman CLU, ChFC, has been a member of the Board of Directors since inception in 2004. He is a directorDirector of TLIC and FTCC. Mr. Chrisman is a principalPrincipal with IMA, LLC, an insurance marketing firm that he helped found in 2001.

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Bill H. Hillhas been a member of the Board of Directors since 2004. He also serves as a Director of TLIC and FTCC. He was President of Eastern Oklahoma State College, in Wilburton, OK from 1986-2000. He retired in 2000 and has been a rancher since that time.

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Charles WayneW. Owenshas been a member of the Board of Directors since inception in 2004.  He is a Director of TLIC FTCC and FLAC.FTCC. Mr. Owens has served as the President and Owner of Tinker Owens Insurance and Marketing Services since its inception in 1988. Mr. Owens is the brother of Loren Everett Owens.

George E. Peintnerhas been a member of the Board of Directors since inception in 2004.  He is a Director of TLIC and FTCC. Mr. Peintner is the ownerOwner of Peintner Enterprises. Peintner Enterprises is a Marketing Company established in 1980.
John R. Perkinshas been a member of the Board of Directors since inception in 2004. He was President from inception in 2004 until October 2007. He also is a Director of TLIC and FTCC He was President of FTCC and Co-Chairman of the Board of TLIC from their inception in 2006 until October 2007. He currently serves as Chairman of the Board of First Wyoming Capital Corporation, a position he has held since its inception in August 2009. He was President of Mid American Alliance Corporation and Mid American Century Life Company from January 1, 2003 to December 31, 2003. He was on the Board of Directors of Mid-American Alliance and Mid American Century from 1998 to 2003. He is a member of the Board of Directors of Midwest Holding Inc. since its inception in 2004.
G. Wayne Pettigrewhasbeen a member of the Board of Directors since inception in 2004.  He is a Director of TLIC and FTCC. Mr. Pettigrew served in the Oklahoma House of Representatives from 1994 until 2004. He owns and operates Group Pension Planners, insurance and pension benefits consulting firm. He also serves on the Alumni Board at East Central University in Ada, Oklahoma.

Gary L. Sherrerhas been a member of the Board of Directors since inception in 2004.  He is a Director of TLIC and FTCC. He is an Assistant Vice President for External Affairs for the Division of Agricultural Sciences and Natural Resources for Oklahoma State University. Mr. Sherrer held the position ofwas Assistant CEO of KAMO Power from 2001-2004. Prior to his position as Assistant CEO, Mr. Sherrer held the position of Chief Administrative Officer for seven years at KAMO Power.

Shannon B. Youngwas an advisory Director from April 2007 to December 2008 when he became a member of the Board of Directors since December.Directors. He is Marketing Director and Partner at Insurance Marketing Alliance, LLC. He also is a member of the Oklahoma City Underwriters Association.
There are no family relationships between directors or officers.

Board Meetings and Committees

The Board of Directors of First Trinity held sixfour meetings during 2009.2010. The meetings are held on call and there is an organizational meeting following the annual meeting of shareholders. During 2009,2010, the Board of Directors had a standing Audit Committee, Compensation Committee and a Nomination and Governance committee.Committee.
One director, Bryan ChrismanDirector, Scott J. Engebritson, attended fewer than 75% of the total number of meetings of the Board of Directors. NoIn addition, one Director, Bill H. Hill, attended fewer than 75% of the total number of committee meetings held by all committees of the Board of DirectorsCompany on which theyhe served.  The Company encourages, but does not require, its board members to attend the annual shareholder meeting.  In 2009, eleven2010, ten directors attended the shareholder meeting.  First Trinity plans to schedule future annual meetings so that at least a majority of its directors can attend the annual meeting.Annual Meeting.

Code of Conduct and Ethics

The Company has a Code of Conduct and Ethics (“Code”) applicable to all directors and employees, including our Chairman of the Board, Chief Executive Officer and other senior executives, to help ensure that our business is conducted in accordance with high standards of ethical behavior.  The code is published on our website at www.firsttrinityfinancial.com under “Corporate Governance”.

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Communication with the Board of Directors

Shareholders and other interested parties can communicate with the Board of Directors, including the non-management directors, either by writing to First Trinity Financial, Board of Directors, Attn: Corporate Secretary, 7633 E 63rd Place, Suite 230, Tulsa, Oklahoma 74133 or by calling 1-888-883-1499. An independent third-party service answers all calls to this toll-free telephone number, and passes the caller’s information on to our Chairman of the Audit Committee, who in turn transmits the information to the appropriate member of the Board of Directors. Communications may be anonymous or confidential. Complaints relating to the Company’s accounting, internal accounting controls or auditing matters will be referred to the Chairman of the Audit Committee. Other concerns will be referred to the Chairman of the Board. All shareholder-related complaints and concerns will be received, processed and acknowledged by the Company’s Board of Directors. Further information regarding communications with the Board of Directors may be found at the Company’s website,www.firsttrinityfinancial.com, under “Corporate Governance.”

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Audit Committee

The Audit Committee of the Board of Directors is currently composed of two directors,three directors: Gary L. Sherrer (Chairman), Bill H. Hill and Bill Hill, due to the recent resignation of Loren E. Owens,G. Wayne Pettigrew, each of whom is determined to be an independent director as the term is defined by the NASDAQNasdaq listing standards.  The Board of Directors has also determined that Mr. Sherrer qualifies as an “audit"audit committee financial expert,”" as defined in applicable SEC rules.

The Audit Committee met one time during the fiscal year.2010. The Audit Committee was established by the Board of directorsDirectors in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 to oversee the Company’sCompany's financial reporting process, the system of internal financial controls and audits of its financial statements. The Audit Committee (1) provides oversight of the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, (2) assists the Board of Directors in oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent public accounting firm’s qualifications, independence and performance, and the Company’s internal accounting and financial controls, and (3) provides to the Board of directorsDirectors such information and materials as it may deem necessary to make the Board of directorsDirectors aware of significant financial matters that require the attention of the Board of Directors.  The Audit Committee acts pursuant to a written charter adopted by the Board of directors,Directors, which is available in the “Corporate Governance” section of the Company’s website atwww.firsttrinityfinancial.com.

Compensation Committee

The Compensation Committee currently consists of directors H. Bryan Chrisman (Chairman), Charles W. Owens and Bill H. Hill, each of whom is determined to be an independent director as the term is defined by the NASDAQNasdaq listing standards. Mr. Chrisman is chairman of the Compensation Committee.  The Compensation Committee met one time during 2009.2010.  The Compensation Committee reviews and approves the compensation and benefits for the Company’s executive officers and performs such other duties as may from time to time be determined by the Board of Directors.  The Compensation committee acts pursuant to a written Charter adopted by the Board of Directors, which is available in the “Corporate Governance” section of the Company’s website atwww.firsttrinityfinancial.com.
Nominating and Corporate Governance Committee

The Board of Directors provided for a Nominating and Corporate Governance Committee at its April 18, 2007 meeting thatmeeting. This Committee meets on call and submits recommendations to the Board of Directors for members of the Board to be submitted to the shareholders for election. The Nominating and Corporate Governance Committee, which currently consists of directors George E. Peintner (Chairman), Shannon B. Young and Gary L. Sherrer, and Shannon Young, each of whom is deemed to be an independent director as the term is defined by the NASDAQNasdaq listing standards, met one time in 2009.2010.  The Nominating and Corporate Governance committee acts pursuant to a written Charter adopted by the Board of Directors, which is available in the “Corporate Governance” section of the Company’s website atwww.firsttrinityfinancial.com.

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Director Compensation
Directors who are not employees of the Company receive athe following compensation: $1,000 annual retainer, and $500,$1,000 plus expenses for each Board of Directors meeting they attend in person, $250 for each Board of Directors meeting in which they participate telephonically and $250 for eachany committee meeting they attend in person or telephonically not held telephonically that they participate in.in conjunction with a Board of Directors meeting.  The Director Compensation Table for 2010 is set forth below.
DIRECTOR COMPENSATION TABLE

                            
 Change in     
 Pension     
 Value and     
 Fees Non-Equity Nonqualified     
 Earned Incentive Deferred All   
 or Paid Stock Option Plan Compensation Other   
 in Cash Awards Awards Compensation Earnings Compensation Total 
Name ($) ($) ($) ($) ($) ($) ($) 
Fees Earned or Paid in Cash
($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Change in Pension value and Nonqualified Deferred Compensation Earnings
($)
All Other Compensation
($)
Total
($)
H. Bryan Chrisman 3,250 3,250 3,500 3,500
Bill H. Hill 4,000 4,000 3,075 3,075
Charles W. Owens 4,000 4,000 3,000 3,000
Loren Everett Owens 4,000 4,000 
Shannon B. Young3,500 3,500
George E. Peintner 4,000 4,000 3,500 3,500
G. Wayne Pettigrew 3,250 3,250 3,500 3,500
Gary L. Sherrer 4,000 4,000 3,575 3,575
Shannon Young 3,750 3,750 
PROPOSAL TWOTWO:

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Kerber, Eck & Braeckel LLP (“KEB”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2010.2011. Although ratification by shareholders is not required by law, the Board of Directors has determined that it is desirable to request ratification of this selection by the shareholders. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of the Company and its stockholders. If the stockholders do not ratify the appointment of KEB, the Audit Committee may reconsider its selection. KEB has audited the Company’s financial statements since the Company’s inception.  No representative of KEB is expected to be present at the Annual Meeting.

Accounting Fees

The following table shows the fees paid or accrued by the Company for the audit and other services provided by KEB.
         
  Fiscal Years 
  2009  2008 
Audit Fees $80,707  $74,670 
Audit Related Fees  —   — 
Tax Fees  —   — 
All Other fees  —   — 
       
Total $80,707  $74,670 
       

  Fiscal Years 
  2010  2009 
Audit Fees $86,508  $80,707 
Audit Related Fees  -   - 
Tax Fees  -   - 
All Other fees  -   - 
Total $86,508  $80,707 
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Audit fees primarily represent amounts paid or expected to be paidfees for auditsfinancial services provided in connection with the audit of the Company’s consolidated financial statements and reviewsreview of quarterly financial statements and SEC Forms 10-K, 10-Q and 10-KS-1.

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Pre-Approval of Audit and Non-Audit Services

The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Prior to engaging our independent registered public accounting firm to render an audit or permissible non-audit services, the Audit Committee specifically approves the engagement of our independent registered public accounting firm to render that service. Accordingly, we do not engage our independent registered public accounting firm to render audit or permissible non-audit services pursuant to pre-approval policies or procedures or otherwise, unless the engagement to provide such services has been approved by the Audit Committee in advance. As such, the engagement of KEB to render 100% of the services described in the categories above was approved by the Audit Committee in advance of the rendering of the services.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20092010 with the Company’s management.  The Company's management has primary responsibility for the Company's financial reporting process, principles and internal controls as well as preparation of the Company's consolidated financial statements.  The independent registered public accounting firm is responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) to obtain reasonable assurance that the Company's consolidated financial statements are free from material misstatement and expressing an opinion on the conformity of such financial statements with accounting principles generally accepted in the United States.  The Audit Committee is responsible for overseeing and monitoring the independent registered accounting firm's audit process on behalf of the Board of Directors.  The Audit Committee has discussed with Kerber, Eck and Braeckel LLP (“KEB”), First Trinity Financial Corporation’s (“FTFC”) independent registered public accounting firm for the fiscal year ended December 31, 2009, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles,2010, the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Audit Committees,” as amended other professional standards and regulatory requirements currently in effect.adopted by PCAOB. Statement on Auditing Standards No. 61 requires an auditor to discuss with the Audit Committee, among other things, the auditor’s judgments about the quality, not just the acceptability, of the accounting principles applied in the company’s financial reporting.  The Audit Committee has also received the written disclosures and the letter from KEB required by Independence Standards Board Standard No. 1, and has discussed with KEB its independence from FTFC.

Based on the review and discussions referred to above, the Audit Committee recommends to FTFC’s Board of Directors that the audited financial statements be included in FTFC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009,2010, for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
Gary L. Sherrer
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
Gary L. Sherrer
Bill H. Hill
G. Wayne Pettigrew
In accordance with the rules of the Commission, this report is not to be deemed “soliciting material,” or deemed to be “filed” with the Commission or subject to the Commission’s Regulation 14A, other than as provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference in documents otherwise filed.

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SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the Company’s common stock as of the Record Date (i) by all persons known to the Company, based on statements filed by such persons pursuant to Section 13(d) or 13(g) of the exchange act, to be the beneficial owners of more than 5% of FTFC’s common stock, (ii) by the executive officers named in the Summary Compensation Table under “Executive Compensation”, (iii) by each director, and (iv) by all current directors and executive officers as a group.
         
      Percentage 
  Common Stock  Beneficially 
Name Beneficially Owned  Owned 
Scott J. Engebritson  188,500   3.25%
Gregg E. Zahn  422,000   7.27%
William S. Lay  20,000   * 
John R. Perkins  50,000   * 
H. Bryan Chrisman  100,000   1.72%
Bill H. Hill  28,000   * 
Charles Wayne Owens  44,000(2)  * 
Loren Everett Owens  40,000   * 
George E. Peintner  40,000   * 
G. Wayne Pettigrew  42,000   * 
Gary L. Sherrer  40,000   * 
Shannon B. Young  35,000   * 
All directors and executive officers as a group (11 persons)  1,049,500   18.08%

  Common Stock  Percentage 
  Beneficially  Beneficially 
Name Owned (1)  Owned (1) 
Scott J. Engebritson  197,925   2.91% 
Gregg E. Zahn  443,100   6.52% 
William S. Lay  21,000   * 
H. Bryan Chrisman  105,000   1.54% 
Bill H. Hill  29,400   * 
Charles Wayne Owens (2)  46,200   * 
George E. Peintner  42,000   * 
Shannon B. Young  36,750   * 
G. Wayne Pettigrew  44,100   * 
Gary L. Sherrer  42,000   * 
All directors and executive officers as a group (10 persons)  1,007,475   14.82% 
____________        
* represents less than 1%        
*represents less than 1%
(1)At March 31, 2010,2011, there are 5,805,0006,798,496 shares outstanding and entitled to vote.
(2)Includes 4,0004,200 shares jointly owned by Mr. Owens and his children.

EXECUTIVE COMPENSATION

The compensation committeeCompensation Committee assists the boardBoard of directorsDirectors in overseeing the management of the Company’s compensation and benefits program, chief executive officer performance and executive development and succession efforts.  In addition they will oversee the evaluation of management and compensation of the officers of the Company.

The primary objective of our compensation program is to offer executive officers competitive compensation packages that will permit the Company to attract and retain individuals with superior abilities and to motivate and reward such individuals in an appropriate manner in the long term interest of the Company and its shareholders.
Management provides recommendations to the Compensation Committee regarding most compensation matters, including executive compensation; however, the Compensation Committee does not delegate any of its functions to others in setting compensation. The Company does not currently engage any consultant related to executive compensation matters.

The Company’s compensation program for executive officers consists of base salary, consideration for annual bonuses, 401(k) plan and life, health and dental insurance coverage. These elements are intended to provide an overall compensation package that is commensurate with the Company’s financial resources, that is appropriate to assure the retention of experienced management personnel, and that aligns their financial interest with those of our shareholders.
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Base Salary:Salary levels recommended by the Compensation Committee are intended to be competitive with salary levels of similarly situated companies, commensurate with the executive officers’officers' respective duties and responsibilities, and reflect the financial performance of the Company.  Annual salary increases are considered based on the same criteria.
Cash Bonuses:Bonus amounts are based on individual performance and are intended to reward superior performance.  The Compensation Committee may also take into account additional considerations that it deems appropriate. Bonuses are discretionary and there is no formal bonus plan in place.

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The following Summary Compensation Table sets forth the compensation of most highly compensatedthe executive officers whose total compensation that exceeded $100,000.

Summary Compensation Table
                     
              All Other    
      Salary  Bonus  Compensation  Total 
Name and Principal Position Year  ($)  ($)  ($) (1)  ($) 
Gregg E. Zahn  2009   180,000   40,000   9,000   229,000 
President & Chief Executive Officer  2008   180,000   20,000   9,000   209,000 
                     
William S. Lay  2009   126,615   10,000       136,615 
Treasurer & Chief Financial Officer  2008   60,000   10,000       70,000 
          All Other    
    Salary  Bonus  Compensation  Total 
Name and Principal Position Year ($)  ($)  ($) (3)  ($) 
               
Gregg E. Zahn (1) 2010  210,000   -   9,000   219,000 
President and Chief Executive Officer 2009  180,000   40,000   9,000   229,000 
                   
William S. Lay (2) 2010  125,000   -   -   125,000 
Vice President and Chief Investment Officer 2009  126,615   10,000   -   136,615 
 (1)  Mr. Zahn was elected President and Chief Executive Officer on October 4, 2007.
(1)
(2)  Mr. Lay served as Chief Financial Officer from April 2007 through June 2010 and Secretart and Treasurer from April 2007 through March 2011.
 (3)  This amount is an auto allowance


Employment agreementsAgreements

Gregg E. Zahnentered into an employment agreement dated June 7, 2010 with the Company, effective and retroactive to May 1, 2007 after it was amended to correct an error.2010. The amended agreement is for a term through April 30, 20102013 with automatic one-year extensions each year on May 1 and is subject to earlier termination based on disability, death, termination by the Company, with or without cause.  Mr. Zahn’s current base salary of $180,000$225,000 per year does not have a provision for annual review. He also receives a $750an $850 per month auto allowance.  He is entitled to participate in the Company’s employee benefit plans available to other executives.  He is eligible for a bonus at the discretion of the Compensation Committee and the Board of Directors, based on performance.  Amounts payable, as of December 31, 2010, in the event of Mr. Zahn’s termination of employment by the company not for cause or for good reason is $525,000.

William S. Lay entered into an employment agreement dated April 18, 2009 and amended on April 23, 2010 with the Company, effective and retroactive to January 1, 2009.  The amended agreement is for a term through December 31, 2011 and is subject to earlier termination based on disability, death, termination by the Company, with or without cause.  Mr. Lay’s base salary was $125,000 for 2009, $62,500 for working 750 hours in 2010 and $31,250 for working 375 hours in 2011.  Any additional hours beyond 750 in 2010 and 375 in 2011 are reimbursed at $90 per hour.  He is entitled to participate in the Company’s employee benefit plans available to other executives.  He is eligible for a bonus at the discretion of the Compensation Committee and the Board of directors, based on performance.  Amounts payable, as of December 31, 2009,2010, in the event of Mr. Zahn’sLay’s termination of employment by the company not for cause or for good reason by Mr. Zahn is $60,000.$31,250.
William S. Layentered into an employment agreement with the Company, effective, retroactive to January 1, 2010 and amended April 23, 2010. The agreement is for a term through December 31, 2011 and is subject to earlier termination based on disability, death, termination by the Company, with or without cause. Mr. Lay’s base salary of $125,000 per year for year one, year two is $62,500 plus $90 per hour for all hours worked in excess of 750 and year three is $31,250 plus $90 per hour for hours worked in excess of 375. He is entitled to participate in the Company’s employment benefit plans available to other executives. He is eligible for a bonus at the discretion of the Compensation Committee and the Board of directors, based on performance. Amounts payable, as of December 31, 2009, in the event of Mr.Lay’s termination of employment by the company not for cause or for good reason by Mr. Lay is $93,750.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act (“Section 16(a)”) requires the Company’s executive officers and directors, and certain persons who own more than 10% of a registered class of the Company’s equity securities (“10% Stockholders”), to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such executive officers, directors and 10% Stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

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Based solely on its review of the copies of such reports furnished to the Company and written representations that no other reports were required to be filed during 2009,2010, the Company believes that its executive officers, directors and 10% Stockholders have complied with all Section 16(a) filing requirements applicable to them.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company’s Compensation Committee is currently composed of Messrs. Chrisman, Charles “Tinker” Owens and Bill Hill. No interlocking relationship exists between any member of the Company’s Compensation Committee and any member of the compensation committee of any other company, nor has any such interlocking relationship existed in the past. No member of the Compensation Committee is or was formerly an officer or an employee of the Company.
ANNUAL REPORT

Please refer to the Company’s enclosed 2010 Annual Report on Form 10-K for financial statements, other financial information and management’s discussion and analysis of the financial condition and results of`of operations of the Company.

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OTHER MATTERS

The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote shares they represent in accordance with their own judgment on such matters.

OTHER INFORMATION

A shareholder desiring to submit a proposal for inclusion in First Trinity’s Proxy Statement for the year 20102011 Annual Meeting must deliver the proposal so that it is receive by First Trinity no later than December 31, 2010.2011.  You must submit your proposal in writing to the Secretary of the Company at 7633 East 63rd Place, Suite 230, Tulsa, Oklahoma 74133.  Only proposals meeting the requirements of applicable Securities and Exchange rules will be considered for inclusion in First Trinity’s Proxy Statement.
 
BY ORDER OF THE BOARD OF DIRECTORS
FIRST TRINITY FINANCIAL CORPORATION

/s/ John Perkins  
John Perkins 
Jeffrey J. Wood
Jeffrey J. Wood
Chief Financial Officer, Secretary
and Treasurer
Tulsa, Oklahoma

April 30, 201020, 2011

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PROXY
FIRST TRINITY FINANCIAL CORPORATION
7633 EAST 63RD PLACE, SUITE 230, TULSA, OKLAHOMA 74133
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Scott J. Engebritson and Gregg E. Zahn, or either of them, attorneys with full power of substitution to vote as proxies for the undersigned at the annual meeting of shareholders of First Trinity Financial Corporation to be held on May 19, 201018, 2011 at 1:00 p.m. Central Daylight Time, or at any adjournment or postponements thereof, and to vote as designated below with all powers the undersigned would possess, if present, upon matters described in the notice of annual meeting and proxy statement dated on or about April 30,20, 2010 as follows:
(1)Election of Directors
  
FOR ALLWITHHOLD ALLFOR ALL EXCEPT
To withhold authority to vote for any individual nominee(s) mark “For All Except” and write number(s) of the nominee(s) on the line below.
    
 FOR ALLWITHHOLD ALLFOR ALL EXCEPT
    
o[    ]o[    ]o
[    ]
(01) Gregg E. Zahn
(02) Scott J. Engebritson
(03) William S. Lay
(04) H. Bryan Chrisman
(05) Bill H. Hill
(06) Charles Wayne Owens
(07) George E. Peintner
(08) John R. Perkins
(09) Wayne Pettigrew
(10) Gary L. Sherrer
(01)Gregg E. Zahn(05)Bill H. Hill(09)Gary L. Sherrer
(02)Scott J. Engebritson(06)Charles Wayne Owens(10)Shannon B. Young
(03)William S. Lay(07)George E. Peintner  
(04)H. Bryan Chrisman(08)G. Wayne Pettigrew  
(11) Shannon Young


(2)
To ratify the appointment of Kerber, Eck & Braeckel LLP, as First Trinity Financial Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2010.2011.
    
o
[    ]  FORo[    ]  AGAINSTo[    ]  ABSTAIN
(3)On any other matter which may come before the meeting in accordance with their best judgment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.

To be counted this proxy must be signed, dated and received by the Corporate Secretary of First Trinity Financial Corporation, 7633 East 63rd Place, Suite 230, Tulsa, Oklahoma 74133, on or before May 19, 2010.18, 2011.

This proxy when properly executed will be voted in accordance with instructions specified but in the absence of any instructions will be voted “FOR”"FOR".

Please sign exactly as name appears on this card. If shares of stock are held jointly, all joint owners should sign. If signing as attorney, administrator, executor, guardian, trustee or corporate officer, please add your title as such.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders.

The Proxy Statement and 20092010 Annual Report to Shareholders are Available at:  www.firsttrinityfinancial.com
Shareholder’s signature
Shareholder’s signature

Shareholder’s signature 

____________________________________________ 
Shareholder's signature

Date, 2010 ___________________, 2011
IMPORTANT
Please complete this proxy card and return by
FAX:  (918)249-2478
Or By Mail:  7633 East 63rdPlace, Suite 230,
Tulsa, OK.  74133

Or By Email: support@firsttrinityfinancial.com