First Trinity Financial (FTFC) 8-K Entry into a Material Definitive Agreement

Exhibit 1.1

AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT

AGREEMENT

closing and Closing Date. Valuation of Bonds; Bankruptcy Court Proceedings.

Procedure, Sale Order, Offset, Net Out, and Avoidance Actions. Changes to Closing Conditions.

Termination of Intercompany Agreements and Settlement of Intercompany Balances.

Conditions to Seller and the Company's Obligations. Consents. Documents to be Delivered by Buyer.

Elimination of Indemnification. Counterparts.

FIRST TRINITY FINANCIAL CORPORATION BROOKE CAPITAL CORPORATION, FIRST LIFE AMERICA CORPORATION Gregg Zahn Chet Stone President

FIRST TRINITY FINANCIAL CORPORATION BROOKE CAPITAL CORPORATION, FIRST LIFE AMERICA CORPORATION Gregg Zahn Chet Stone President