Washington, D.C. 20549

                                    FORM 8-K

                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): November 14, 2008

                            FEDERAL TRUST CORPORATION
             (Exact name of registrant as specified in its charter)

    Florida                         001-31724                     59-2935028
   --------                        ----------                   -------------
(State or other              Commission File Number           (I.R.S. Employer
jurisdiction of incorporation)                               Identification No.)

            312 West First Street
                Sanford, Florida                                32771
                ----------------                                -----
    (address of principal executive offices)                  (zip code)

                                 (407) 323-1833
              (Registrant's telephone number, including areas code)

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 (see General Instructions A.2. below):

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

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

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

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

     Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995  Certain  statements  in  this  Current  Report  on Form  8-K  may  contain
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995, which statements  generally can be identified by
the  use of  forward-looking  terminology,  such  as  "may,"  "will,"  "expect,"
"estimate,"  "anticipate," "believe," "target," "plan," "project," or "continue"
or the negatives thereof or other variations thereon or similar terminology, and
are made on the basis of  management's  plans and  current  analyses  of Federal
Trust Corporation  ("Federal Trust"),  its business and the industry as a whole.
These  forward-looking  statements  are  subject  to  risks  and  uncertainties,
including, but not limited to, economic conditions,  competition,  interest rate
sensitivity  and  exposure to  regulatory  and  legislative  changes.  The above
factors,  in some cases,  have affected,  and in the future could affect Federal
Trust's financial performance and could cause actual results for fiscal 2008 and
beyond  to  differ   materially   from  those   expressed  or  implied  in  such
forward-looking statements.  Federal Trust does not undertake to publicly update
or revise its  forward-looking  statements  even if experience or future changes
make it clear that any projected  results  expressed or implied therein will not
be realized.

Item 1.01. Entry into a Material Definitive Agreement

     On November 14, 2008, Federal Trust, the parent holding company for Federal
Trust Bank, entered into a merger agreement with The Hartford Financial Services
Group,  Inc.  ("Hartford")  and  FT  Acquisition  Corporation,  a  wholly  owned
subsidiary of Hartford.  A copy of this  agreement will be filed by amendment to
this Current Report on Form 8-K.

     Under the terms of the merger agreement, stockholders of Federal Trust will
receive $1.00 for each of their shares of Federal Trust common stock. The merger
agreement and the transactions  contemplated thereby are subject to the approval
of the stockholders of Federal Trust, receipt of regulatory approvals, including
the approval of Hartford's  application to acquire  control of Federal Trust and
to become a savings and loan holding company,  the approval of the U.S. Treasury
Department for Hartford to participate in the Capital Purchase Program and other
customary closing conditions.

     The merger agreement  contains  customary  representations,  warranties and
covenants of Hartford  and Federal  Trust.  Federal  Trust has agreed not to (i)
solicit proposals relating to alternative business  combination  transactions or
(ii)  subject to certain  exceptions,  enter into  discussions  or an  agreement
concerning,  or to provide  confidential  information  in connection  with,  any
proposals for alternative business combination transactions.

     If Federal  Trust  receives a superior  proposal and fails to recommend the
merger to its stockholders or breaches certain specified covenants in the merger
agreement,  Hartford  will be  entitled  to  receive a  termination  fee of $3.5
million from Federal Trust.

     The foregoing  description  of the merger  agreement does not purport to be
complete and is  qualified in its entirety by reference to the complete  text of
the merger agreement, which will be filed by amendment to this Current Report on
Form 8-K.

Item 8.01.  Other Events

     On November 14, 2008,  Federal Trust issued a press release  announcing the
execution of the merger agreement. The press release is filed as Exhibit 99.1 to
this report.

Item 9.01.  Financial Statements and Exhibits

         (d) Exhibits:

             Exhibit 99.1  Press  Release  of  Federal  Trust Corporation, dated
             November 14, 2008


     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 hereunto duly authorized.

Date:   November 14, 2008
                                                   Federal Trust Corporation

                                                   By: /s/ Dennis T. Ward
                                                       Dennis T. Ward
                                                       President and
                                                       Chief Executive Officer