**Exhibit 10.5**EMPLOYMENT AGREEMENTThis Employment Agreement (this “Agreement”) is entered into this date, by and between FIRSTTRINITY FINANCIAL CORPORATION, an Oklahoma corporation (“Company”) and Gregg Zahn (“Employee”)**Whereas,**Company desires to employ employee as its President and Chief Executive Officer of theCompany and its subsidiaries; andWhereas Employee desires to accept such position;The parties agree to the following:**1. TERMS AND DUTIES**For valuable consideration, the receipt of which is hereby acknowledged, Employee is herebyemployed and shall work for Company and its subsidiaries as President and Chief Executive Officerfor a term commencing on November 1, 2007 and continuing for a period of thirty six months (36)ending October 31, 2010, or the termination of this Agreement as described In Section 6 hereof,whichever shall occur first. The employee’s duties shall be to manage Company’s interests in itsbusiness and subsidiaries as mutually agreed and set forth in an agreed job description.**2. TIME**Employee is employed hereafter on a full time basis, and shall work for whatever period of timeeach day of the week and such hours necessary to fulfill his duties hereunder. Employee shall givehis best efforts, loyalty, and attention to Company’s interests during the term of this agreement.Employee agrees not to engage in any other insurance or financial service business during the termof this Agreement without seeking approval of the Board of Directors so that they may be able todetermine if there is any conflict of interest or in the best interest of Company at that time.**3. COMPENSATION**(a) Base Salary. As compensation for all services rendered by the employee under this agreement,Company will pay Employee a base salary of $15,000 per month, payable periodically, insubstantially equal amounts, but no less often than semi-monthly in accordance with company’spayroll practices from time to time in effect. In addition to the monthly compensation above,Employee shall receive a $750 per month vehicle allowance on the first day of each month during theterm of this agreement.(b) Bonus. Company, at the discretion of the compensation committee and Board of Directors, maygrant additional bonuses to Employee based on performance relating to events such as, but notlimited to, acquisitions, establishment of subsidiaries or affiliates, company expansion, corporateprofits, growth of sales organization, life insurance company production growth,premium finance company growth, and corporate cost savings. Such bonuses shall be granted on anannual basis.
 
 

 
**4. EMPLOYEE BENEFITS.**The Employee will be entitled to participate in all incentive, retirement, profit-sharing, life,medical, disability and other benefit plans and programs (collectively “Benefit Plans”) as are fromtime to time generally available to other executives of the Company with comparableresponsibilities, subject to the provisions of those programs. Without limiting the generality ofthe foregoing, the Company will provide the Employee with basic health and medical benefits on theterms that such benefits are provided to other executives of the Company with comparableresponsibilities. The Employee will also be entitled to holidays, sick leave and vacation inaccordance with the Company’s policies as they may change from time to time, but in no event shallthe Employee be entitled to less than two (2) weeks paid vacation in year one (1) and three (3)weeks in years two (2) and three (3) of the agreement.**5. EXPENSES.**(a)Reimbursement for Expenses. The Company will promptly reimburse the Employee, in accordance withthe Company’s policies and practices in effect from time to time, for all expenses reasonablyincurred by the Employee in performance of the Employee’s duties under this Agreement, excludingreimbursement for miles driven by the Employee in furtherance of the Company’s business “BusinessMileage”).(1) The vehicle allowance of $750.00 per month is being paid in lieu of reimbursement for BusinessMileage.(2) Business mileage does not include commuting from Employee’s residence to the Company’sheadquarters.(3) Employee is responsible for proper substantiation and reporting of Business Mileage and/oractual expenses.(4) Employee acknowledges that the payment to him of a monthly vehicle allowance may result intaxable income if the business portion of actual automobile expenses is less than the vehicleallowance of $750.00 per month paid to employee under this subsection, or if employee does notmaintain the records required by the Internal Revenue Code and the Regulations thereunder.Employee has been advised to consult a tax advisor to determine the taxability of payments underthis subsection, and the record keeping requirements associated with the travel and expensesassociated with such payments.**6. TERMINATION**.The Employee’s employment by the Company: (a) shall terminate upon the Employee’s death ordisability (as defined below); (b) may be terminated by the Company for any reason other than causeor non-performance at any time; (c) may be terminated by the Company for cause (asdefined below) at any time; (d) may be terminated by the Employee, without cause at any time uponsixty (60) days’ prior written notice delivered by the Employee to the Company; (e) may beterminated by the employee for cause (as defined below) at any time upon sixty (60) days’ priorwritten notice delivered by the Employee to the Company; and (f) may be terminated by the Companyfor non-performance by the Employee at any time.
 
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(a) Disability**.**This agreement will automatically terminate if Employee shall be prevented fromperforming Employee’s usual duties for a period of six (6) consecutive months, or for shorterperiods aggregating more than six (6) months in any twelve (12) month period by reason of physicalor mental disability, total or partial, (herein referred to as “disability”), Company shallnevertheless continue to pay full salary up to and including the last day of the sixth consecutivemonth of disability, or the day on which the shorter periods of disability shall have equaled atotal of six (6) months. Any salary payments to the Employee shall be reduced by the amount of anybenefits paid for the same period of time under any disability insurance program provided by theCompany.(b) The term “cause” in the event of termination of the Employee’s employment by the Company means(i) intentional neglect that jeopardizes the life or property of another, (ii) intentionalwrongdoing or malfeasance: or (iii) intentional violation of a business- related law. Any of thethree cause’s must have been committed by the Employee and have a material adverse effect anddemonstrably injurious to the Company and which is not or cannot be cured within sixty (60) daysafter notice from the Board of Directors of the Company thereof.(c) The term “cause” in the event of termination of the Employee’s employment by the Employee means(i) the change in job responsibilities of the Employee resulting in the demotion of the Employeefrom the position of President or CEO, which demotion is caused by something other than would because for termination of the Employee’s employment by the Company for cause and other than thenon-performance of the Employee as defined later herein; or (ii) the removal of the Employee fromthe Board of Directors of the Company or its subsidiaries or the failure of the Employee to bere-elected to said Board of Directors, as the case may be.(d) The term “non-performance by the Employee” in the event of termination of the Employee’semployment by the Company means the determination by a super-majority (greater than 75%) of themembers of the Board of Directors of the Company, in their sole and absolute discretion, that theEmployee is not performing his duties under this Agreement after the Board of Directors of theCompany has delivered to the Employee written notice which specifically identifies the manner inwhich the Board believes he is not performing his duties and which is not or cannot be cured withinsixty (60) days after such written notice is delivered to the Employee.
 
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**7. CONSEQUENCES OF TERMINATION**.(a) CONSEQUENCES OF TERMINATION ON EMPLOYEE’S DEATH OR DISABILITY.If the Employee’s employment is terminated prior to October 31, 2010, because of the Employee’sdeath or disability, (i) subject to Section 7(g) hereof, this Agreement terminates immediately;(ii) the Company will pay the Employee, or his legal representative or estate, as the case may be,in full satisfaction of all of its compensation (base salary and bonus) obligations under thisAgreement, an amount equal to the sum of any base salary due to the Employee through the last dayof employment, plus any accrued bonus to which the Employee may have been entitled on the last dayof employment, but had not yet been received; and (ii) the Employee’s benefits and rights under anyBenefit Plan shall be paid, retained or forfeited in accordance with the terms of such plan;provided, however, that Employer shall have no obligation to make any payments toward thesebenefits for Employee from and after termination.(b) CONSEQUENCES OF TERMINATION BY THE COMPANY FOR ANY REASON OTHER THAN FOR CAUSE OR FORNON-PERFORMANCE OF EMPLOYEE(1) If the Employee’s employment is terminated by the Company prior to October 31, 2010, for anyreason other than for cause or non-performance of Employee, (i) subject to Section 7(g) hereof,this Agreement terminates immediately; (ii)the Company will pay the Employee, in full satisfactionof all of its compensation (base salary and bonus) obligations under this Agreement, an amountequal to the sum of any base salary due to the Employee through the last day of employment, plusany accrued bonus to which the Employee may have been entitled on the last day of employment, buthad not yet been received; (iii) the Company will pay the Employee, within sixty (60) days of suchtermination, a lump sum severance payment equal to the greater of one year’s base salary or theunpaid balance of the annual base salary which would have been payable to Employee through October31, 2010 and (iv) the Employee’s benefits and rights under any Benefit Plan, other than any basichealth and medical benefit plan, shall be paid, retained or forfeited in accordance with the termsof such plan; provided, however, that Employer shall have no obligation to make any payments towardthese benefits for Employee from and after termination.(2) Any payment pursuant to clause (b)(1)(iii) above (the “Termination Payment”):