Washington, D.C. 20549

                                    FORM 8-K

                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): February 26, 2009

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

         Florida                       000-23449                  59-2935028
        ---------                      ---------                 -----------
(State or other jurisdiction      Commission File Number      (I.R.S. Employer
   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)

[  ] 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))


     This current report may contain  forward-looking  statements,  which can be
identified  by the  use of  words  such  as  "estimate,"  "project,"  "believe,"
"intend," "anticipate," "plan," "seek," "expect" and words of similar meaning.

     These   forward-looking   statements  are  based  on  current  beliefs  and
expectations  of our  management  and  are  inherently  subject  to  significant
business,  economic and competitive  uncertainties  and  contingencies,  many of
which are beyond our control. In addition, these forward-looking  statements are
subject  to  assumptions  with  respect  to  strategic  objectives,  anticipated
financial  results,  future business prospects and decisions that are subject to

     The following factors,  among others,  could cause actual results to differ
materially from the anticipated  results or other expectations  expressed in the
forward-looking statements:

o    general economic conditions, either nationally or in our market areas, that
     are worse than expected;

o    changes in laws or government  regulations or policies affecting  financial
     institutions,   including   changes   in   regulatory   fees  and   capital

o    competition among depository and other financial institutions;

o    inflation  and changes in the  interest  rate  environment  that reduce our
     margins or reduce the fair value of financial instruments;

o    adverse changes in the securities markets;

o    materially  adverse  changes in the  financial  condition of Federal  Trust

o    the risk that the merger (the  "Merger")  with a subsidiary of The Hartford
     Financial  Services Group, Inc. ("The Hartford") will not be consummated in
     a timely manner, if at all; and

o    conditions  to the  closing  of the  Merger  may  not be  satisfied  or the
     Agreement and Plan of Merger, dated as of November 14, 2008, by and between
     The Hartford, FT Acquisition  Corporation and Federal Trust Corporation may
     be terminated prior to closing.

     Because of these and other uncertainties,  our actual future results may be
materially  different  from  the  results  indicated  by  these  forward-looking


ITEM 1.01. Entry Into a Material Definitive Agreement

     On February 26, 2009,  Federal Trust  Corporation (the "Company")  provided
written notice to The Hartford  Financial  Services Group, Inc. ("The Hartford")
of its  election to extend by two months the date by which either the Company or
The Hartford  could  terminate  the  Agreement  and Plan of Merger,  dated as of
November 14, 2008, by and between The Hartford  Financial  Services Group, Inc.,
FT  Acquisition  Corporation  and the Company (the  "Agreement").  The Agreement
provides that either the Company or The Hartford  could  terminate the Agreement
if the merger between the Company and FT Acquisition  Corporation shall not have
been  consummated  on or before  February  27,  2009 (the  "Initial  End Date"),
provided that, under certain  conditions,  "either [The Hartford] or Company may
elect to extend the Initial End Date by written  notice to the other Party prior
to or on the Initial End Date for an additional two (2) month period . . ."

ITEM 9.01. Financial Statements and Exhibits

         Not applicable.


     SIGNATURE  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:   February 26, 2009
                                                  Federal Trust Corporation

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