ftfc_424b3-121311.htm

Filed Pursuant to Rule 424(b)(3) - Registration Statement No. 333-163901

FIRST TRINITY FINANCIAL CORPORATION

PROSPECTUS SUPPLEMENT NO. 11

(to Prospectus Dated April 7, 2011)

We are supplementing our Prospectus dated April 7, 2011 as originally filed as part of our Registration Statement on Form S-1 (Reg. No. 333-163901) with the Securities and Exchange Commission (the “Commission”) on December 21, 2009, as amended by that certain Post-Effective Amendment No. 3 to the Form S-1 on Form S-1/A, as filed with the Commission on March 31, 2011 (and effective as of April 7, 2011), as supplemented from time to time, related to the offering of up to 1,333,333 shares of common stock and an additional 133,334 shares for oversubscriptions (the “Prospectus”). This Prospectus Supplement No. 11 is to provide information contained in our Form 8-K filed with the Commission on December 13, 2011, a copy of which is attached hereto without exhibits and incorporated herein by reference. On May 12, 2011 we filed Prospectus Supplement No. 1 to supplement the Prospectus. On May 25, 2011 we filed Prospectus Supplement No. 2 to supplement the Prospectus. On July 27, 2011, we filed Prospectus Supplement No. 3 to supplement the Prospectus. On August 12, 2011, we filed Prospectus Supplement No. 4 to supplement the Prospectus. On August 31, 2011, we filed Prospectus Supplement No. 5 to supplement the Prospectus. On October 20, 2011, we filed Prospectus Supplement No. 6 to supplement the Prospectus. On October 24, 2011, we filed Prospectus Supplement No. 7 to supplement the Prospectus. On November 8, 2011, we filed Prospectus Supplement No. 8 to supplement the Prospectus. On November 14, 2011, we filed Prospectus Supplement No. 9 to supplement the Prospectus. On November 29, 2011, we filed Prospectus Supplement No. 10.

The information contained herein, including the information attached hereto, supplements and supersedes, in part, the information contained in the Prospectus, Prospectus Supplement No. 1, Prospectus Supplement No. 2, Prospectus Supplement No. 3, Prospectus Supplement No. 4, Prospectus Supplement No. 5, Prospectus Supplement No. 6, Prospectus Supplement No. 7, Prospectus Supplement No. 8, Prospectus Supplement No. 9, Prospectus Supplement No. 10 and this Prospectus Supplement No. 11. Prospectus Supplement No. 11 should be read in conjunction with the Prospectus, Prospectus Supplement No. 1, Prospectus Supplement No. 2, Prospectus Supplement No. 3, Prospectus Supplement No. 4, Prospectus Supplement No. 5, Prospectus Supplement No. 6, Prospectus Supplement No. 7, Prospectus Supplement No. 8, Prospectus Supplement No. 9 and Prospectus Supplement No. 10 and is qualified by reference to the Prospectus, Prospectus Supplement No. 1, Prospectus Supplement No. 2, Prospectus Supplement No. 3, Prospectus Supplement No. 4, Prospectus Supplement No. 5, Prospectus Supplement No. 6, Prospectus Supplement No. 7, Prospectus Supplement No. 8, Prospectus Supplement No. 9 and Prospectus Supplement No. 10 except to the extent that the information in this Prospectus Supplement No. 11 supersedes the information contained in the Prospectus, Prospectus Supplement No. 1, Prospectus Supplement No. 2, Prospectus Supplement No. 3, Prospectus Supplement No. 4, Prospectus Supplement No. 5, Prospectus Supplement No. 6, Prospectus Supplement No. 7, Prospectus Supplement No. 8, Prospectus Supplement No. 9 and Prospectus Supplement No. 10.

ANY POTENTIAL INVESTORS IN OUR COMMON STOCK ARE URGED TO READ THE PROSPECTUS, PROSPECTUS SUPPLEMENT NO. 1, PROSPECTUS SUPPLEMENT NO. 2, PROSPECTUS SUPPLEMENT NO. 3, PROSPECTUS SUPPLEMEMT NO. 4, PROSPECTUS SUPPLEMENT NO. 5. PROSPECTUS SUPPLEMENT N0. 6, PROSPECTUS SUPPLEMENT NO. 7, PROSPECTUS SUPPLEMENT NO. 8, PROSPECTUS SUPPLEMENT NO. 9, PROSPECTUS SUPPLEMENT NO. 10 AND THIS PROSPECTUS SUPPLEMENT NO. 11 CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFERING.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS FOR THE RISKS ASSOCIATED WITH OUR BUSINESS.

Our Report on Form 8-K

On December 13, 2011, we filed with the Commission the attached Form 8-K with the Commission.

Neither the Commission nor the Oklahoma Department of Securities has approved or disapproved of these securities or determined if this Prospectus Supplement No. 11 is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is December 13, 2011.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2011

First Trinity Financial Corporation

(Exact name of registrant as specified in its charter)

Oklahoma		000-52613		34-1001436
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7633 E 63rd Place, Suite 230, Tulsa, Oklahoma		74133
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(918) 249-2438

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Employment Agreements, Amendment to an Existing Employment Agreement and Election of a Director

On December 8, 2011, First Trinity Financial Corporation entered into employment agreements with its Chief Financial Officer, Jeffrey J. Wood; Chief Investment Officer, William S. Lay, and amended the existing employment agreement of its Chief Executive Officer, Gregg E. Zahn. For additional information related to the Employment agreements and Amendment to an existing Employment agreement see item 5.02 which is being filed with this Current Report on Form 8-K.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers.

On December 8, 2011, First Trinity Financial Corporation (the “Company”) entered into two year Employment Agreements (the “Agreement” or “Agreements”) with Jeffrey J. Wood, the Company’s Chief Financial Officer, and William S. Lay, the Company’s Chief Investment Officer, (the “Employees”). In addition, on December 8, 2011, the Company amended the Existing Employment Agreement (the “Amendment”) of Gregg E. Zahn, the Company’s Chief Executive Officer.

Under the Agreements, the Employees will be employed for a period of twenty-four months (24) for a term commencing on January 1, 2012 through December 31, 2013, or the termination of these Agreements.

Each January 1, beginning with January 1, 2013, Mr. Wood’s Agreement shall be automatically extended for successive one-year terms unless this Agreement is terminated. As compensation for all services rendered by Mr. Wood under the Agreement, the Company will pay Mr. Wood an annual base salary of $200,000. Mr. Wood is eligible for an annual bonus, based on performance. The Agreement also provides that the Company will reimburse Mr. Wood for business expenses and allows him to participate in its regular benefit programs. Mr. Wood will also be entitled to severance benefits. If Mr. Wood’s employment is terminated for any reason, other than cause or death or disability, Mr. Wood is entitled to an amount equal to the sum of any base salary due to Mr. Wood through the last day of employment, plus any accrued bonus to which Mr. Wood may have been entitled on the last day of employment, but had not yet been received. The Company will pay Mr. Wood, within sixty (60) days of such termination, a lump sum severance payment equal to the unpaid balance of the annual base salary which would have been payable to Mr. Wood through the termination date and Mr. Wood’s benefits and rights under any Benefit Plan, other than any basic health and medical benefit plan, shall be paid, retained or forfeited in accordance with the terms of such plan; provided, however, that Mr. Wood shall have no obligation to make any payments toward these benefits from and after termination.

Mr. Lay’s Agreement is subject to earlier termination based on disability, death or termination by the Company, with or without cause. Mr. Lay’s Agreement provides for an annual base salary of $31,250 plus $90 per hour for hours worked in excess of 375, including hours for holidays and vacation time. Mr. Lay will be reimbursed for business expenses and is entitled to participate in the Company’s employment benefit plans available to other executives and Mr. Lay is eligible for a bonus, based on performance.

The Amendment reflects the changes to the terms and conditions of Mr. Zahn’s existing employment agreement originated on June 7, 2010, as reported in Form 8-K filed on June 11, 2010. The Employment Agreement, prior to the Amendment, was effective January 1, 2010 for a thirty-six month term through December 31, 2013 and automatically extends each subsequent January 1 for successive one-year terms unless that Agreement is terminated. The Amendment provides that Mr. Zahn’s annual salary will be increased to $275,000 (retroactive to August 1, 2011) and will increase to $300,000 when the Company’s assets exceed $100.0 million.

On December 8, 2011, the Company’s Board of Directors elected Will Klein as a member of the Board of Directors. Mr. Klein will serve as the Chairman of the Company’s Audit Committee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	First Trinity Financial Corporation

Date: December 13, 2011	By:	/s/ Gregg E. Zahn
	Name:	Gregg E. Zahn
	Title:	President and Chief Executive Officer