BYLAWS
 OF
 FIRST TRINITY FINANCIAL CORPORATION
 (An Oklahoma corporation)
(Amended 2008)




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TABLE OF CONTENTS
 BYLAWS OF
 FIRST TRINITY FINANCIAL CORPORATION
 (An Oklahoma corporation)
 Article
    
    
    
    
    
    PageI
    
    Offices and Fiscal Year
    
    
    11.01.
    
    Registered Office
    
    
    11.02.
    
    Other Offices
    
    
    11.03.
    
    Fiscal Year
    
    
    1II
    
    Meetings of Shareholders
    
    
    12.01.
    
    Place of Meeting
    
    
    12.02.
    
    Annual Meeting
    
    
    12.03.
    
    Special Meetings
    
    
    22.04.
    
    Notice of Meetings
    
    
    22.05.
    
    Quorum, Manner of Acting and Adjournment
    
    
    22.06.
    
    Organization
    
    
    32.07.
    
    Voting; Proxies
    
    
    32.08.
    
    Consent of Shareholders in Lieu of Meeting
    
    
    32.09.
    
    Voting Lists
    
    
    4III
    
    Board of Directors
    
    
    43.01.
    
    Powers
    
    
    43.02.
    
    Number and Term of Office
    
    
    43.03.
    
    Resignations
    
    
    43.04.
    
    Vacancies and Newly-Created Directorships
    
    
    43.05.
    
    Organization
    
    
    43.06.
    
    Place of Meeting
    
    
    53.07.
    
    Organization Meeting
    
    
    53.08.
    
    Regular Meetings
    
    
    53.09.
    
    Special Meetings
    
    
    53.10.
    
    Conference Telephone Meetings
    
    
    53.11.
    
    Quorum, Manner of Acting and Adjournment
    
    
    53.12.
    
    Committees
    
    
    63.13.
    
    Consent of Directors in Lieu of Meeting
    
    
    63.14.
    
    Presumption of Assent
    
    
    63.15.
    
    Compensation of Directors
    
    
    73.16.
    
    Removal of Directors
    
    
    7
  (i)




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Article
    
    
    
    
    
    PageIV
    
    Notices; Waivers
    
    
    74.01.
    
    Notice, What Constitutes
    
    
    74.02.
    
    Waivers of Notice
    
    
    7V
    
    Officers
    
    
    85.01.
    
    Number, Qualifications and Designation
    
    
    85.02.
    
    Election and Term of Office
    
    
    85.03.
    
    Other Officers, Committees and Agents
    
    
    85.04.
    
    Chair of the Board and Vice Chair
    
    
    85.05.
    
    President
    
    
    85.06.
    
    Chief Executive Officer
    
    
    95.07.
    
    Chief Operating Officer
    
    
    95.08.
    
    Chief Financial Officer
    
    
    95.09.
    
    Vice Presidents
    
    
    95.10.
    
    Secretary and Assistant Secretaries
    
    
    95.11.
    
    Treasurer and Assistant Treasurers
    
    
    105.12.
    
    Officers Bonds
    
    
    105.13.
    
    Compensation
    
    
    105.14.
    
    Action with Respect to Securities of Other Corporations
    
    
    10VI
    
    Capital Stock
    
    
    106.01.
    
    Issuance
    
    
    106.02.
    
    Regulations Regarding Certificates
    
    
    116.03.
    
    Stock Certificates
    
    
    116.04.
    
    Lost, Stolen, Destroyed or Mutilated Certificates
    
    
    116.05.
    
    Record Holder of Shares
    
    
    116.06.
    
    Determination of Shareholders of Record for Voting at Meetings
    
    
    126.07.
    
    Determination of Shareholders of Record for Dividends and Distributions
    
    
    126.08.
    
    Determination of Shareholders of Record for Written Consent
    
    
    12VII
    
    Indemnification of Officers, Directors, Employees and Agents
    
    
    137.01.
    
    Indemnification in Third Party Proceedings
    
    
    137.02.
    
    Indemnification in Corporate Proceedings
    
    
    137.03.
    
    Mandatory Indemnification
    
    
    137.04.
    
    Determination of Entitlement to Indemnification
    
    
    147.05.
    
    Burden of Proof
    
    
    147.06.
    
    Advancing Expenses
    
    
    147.07.
    
    Employee Benefit Plans
    
    
    147.08.
    
    Employees and Agents
    
    
    147.09.
    
    Scope of Article
    
    
    157.10.
    
    Reliance on Provisions
    
    
    157.11.
    
    Insurance
    
    
    157.12.
    
    Rights Continue
    
    
    15
  (ii)




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Article
    
    
    
    
    
    PageVIII
    
    General Provisions
    
    
    158.01.
    
    Dividends
    
    
    158.02.
    
    Contracts
    
    
    168.03.
    
    Checks
    
    
    168.04.
    
    Corporate Seal
    
    
    168.05.
    
    Amendment of Bylaws
    
    
    16
  (iii)




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BYLAWS
 OF
 FIRST TRINITY FINANCIAL CORPORATION
 (An Oklahoma corporation)
   Registered Office rd
 Other Offices
 Fiscal Year
   Place of Meeting
 Annual Meeting




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Special Meetings
 Notice of Meetings
 Quorum, Manner of Acting and Adjournment
  2




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Organization
 Voting; Proxies
 Consent of Shareholders in Lieu of Meeting
  3




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Voting Lists
   Powers
 Number and Term of Office
 Resignations
 Vacancies and Newly-Created Directorships
 Organization
  4




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Place of Meeting
 Organization Meeting
 Regular Meetings
 Special Meetings
 Conference Telephone Meetings
 Quorum, Manner of Acting and Adjournment
  5




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Committees
  Consent of Directors in Lieu of Meeting
 Presumption of Assent
  6




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Compensation of Directors
 Removal of Directors
   Notice, What Constitutes
 Waivers of Notice
  7




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Number, Qualifications and Designation
 Election and Term of Office
 Other Officers, Committees and Agents
 Chair of the Board and Vice Chair
 President
  8




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Chief Executive Officer
 Chief Operating Officer
 Chief Financial Officer
 Vice Presidents
 Secretary and Assistant Secretaries
  9




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Treasurer and Assistant Treasurers
 Officers Bonds
 Compensation
 Action with Respect to Securities of Other Corporations
   Issuance
  10




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Regulations Regarding Certificates
 Stock Certificates
 Lost, Stolen, Destroyed or Mutilated Certificates
 Record Holder of Shares
  11




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Determination of Shareholders of Record for Voting at Meetings
 Determination of Shareholders of Record for Dividends and Distributions
 Determination of Shareholders of Record for Written Consent
  12




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Indemnification in Third Party Proceedings nolo contendere
 Indemnification in Corporate Proceedings
 Mandatory Indemnification
  13




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Determination of Entitlement to Indemnification
 (a)
    
    By a majority vote of the Directors who are not parties to the third party or
corporate proceeding, even though less than a quorum;(b)
    
    By a committee of Directors designated by a majority vote of Directors, even
though less than a quorum;(c)
    
    If there are no such Directors, or if such Directors so direct, by independent
legal counsel in a written opinion; or(d)
    
    By the Shareholders. (Sec. 1031(D))
 Burden of Proof
 Advancing Expenses
 Employee Benefit Plans
 Employees and Agents
  14




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Scope of Article
 Reliance on Provisions
 Insurance
 Rights Continue
   Dividends
  15




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Contracts
 Checks
 Corporate Seal
 Amendment of Bylaws
 rd
  16