Washington, D.C. 20549

                                    FORM 8-K

                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): March 31, 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 requirements;

     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  (the  "Merger  Agreement")  may be  terminated  prior  to

     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

ITEM 2.03.  Creation of a Direct Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant

     On March 31, 2009,  Federal Trust  Corporation  (the "Company") and Federal
Trust Bank entered into a Note Purchase  Agreement  (the  "Agreement")  with The
Hartford  Financial  Services  Group,  Inc.  ("The  Hartford").  Pursuant to the
Agreement,  the Company has issued and sold a note (the  "Note") to The Hartford
with a principal  amount of $20.0 million.  The Note bears interest at a rate of
10.0% per year,  and is due March 31, 2010.  The  purchase  price of the Note is
$20.0 million.

     The proceeds from the Note have been  contributed by the Company to Federal
Trust Bank.

     Under the Note, each of the following is considered an "Event of Default":

          (a)  the Company  fails to pay any  interest or  principal on the Note
               when due and payable; or

          (b)  the  entry of a  decree  or  order  by a court  having  competent
               jurisdiction  adjudging the Company as bankrupt or insolvent,  or
               approving as properly  filed a petition  seeking  reorganization,
               arrangement,  adjustment or  composition  of or in respect of the
               Issuer   under   applicable   law,  or   appointing  a  receiver,
               liquidator, assignee, or sequestrator (or other similar official)
               of the Company or of any  substantial  part of its  property,  or
               ordering the winding up or liquidation of its affairs; or

          (c)  the  institution  by the Company of proceedings to be adjudicated
               as bankrupt or insolvent, or the consent by it to the institution
               of bankruptcy or insolvency proceedings against it, or the filing
               by it of a petition or answer or consent  seeking  reorganization
               or relief under  applicable  insolvency law, or the consent by it
               to the filing of any such  petition  or to the  appointment  of a
               receiver,  liquidator,  assignee,  trustee  or  sequestrator  (or
               similar  official) of the Company or of any  substantial  part of
               its property,  respectively, or the making by it of an assignment
               for the benefit of  creditors,  or the admission by it in writing
               of its  inability to pay its debts  generally as they become due,
               or the taking of any action by the Issuer in  furtherance  of any
               such action; or

          (d)  the  appointment  of a conservator  or receiver for Federal Trust
               Bank; or

          (e)  the exercise by the Company of any right to terminate  the Merger
               Agreement; or

          (f)  the breach of (i) any  representation  and  warranty  made by the
               Company or Federal  Trust Bank in Article 4 of the Note  Purchase
               Agreement  or (ii) any  covenant  made by the  Company or Federal
               Trust Bank in the Note Purchase Agreement.

     If any Event of Default set forth in (a) through (d),  above,  occurs,  all
unpaid  principal  of the Note,  together  with all accrued and unpaid  interest
thereon,  shall automatically  become due and payable without any declaration or
other act on the part of The Hartford.  If any Event of Default set forth in (e)


or (f) above  occurs,  The Hartford  may elect that all unpaid  principal of the
Note,  together with all accrued and unpaid interest  thereon,  shall become due
and payable.  If an Event of Default occurs,  and the Note is due and payable or
has been declared due and payable and such declaration and its consequences have
not been  rescinded and annulled,  The Hartford may, to the extent  permitted by
applicable  law,  exercise one or more of the following  rights,  privileges and

          (i)  institute  proceedings  for the  collection  of all amounts  then
               payable on the Note, whether by declaration or otherwise, enforce
               any  judgment  obtained,  and  collect  from  the  Issuer  monies
               adjudged due; and

          (ii) exercise any other  rights and remedies  that may be available at
               law or in equity.

     Under Section 8.1(c) of the Merger Agreement,  the Company has the right to
terminate  the Merger  Agreement if the Merger is not  consummated  by April 27,
2009.  However,  under the Agreement the Company has agreed to waive until March
31,  2010 its right to  terminate  the Merger  Agreement  under  Section  8.1(c)

     In addition,  on March 31, 2009, the Office of Thrift Supervision  modified
the Prompt Corrective Action Directive issued to Federal Trust Bank to extend to
June 30, 2009 the date by which Federal Trust Bank must either (i) merge with or
be acquired  by another  financial  institution,  financial  holding  company or
"other entity" (as defined in the Prompt  Corrective  Action  Directive) or (ii)
sell all or substantially all of its assets and liabilities to another financial
institution, financial holding company or "other entity."

ITEM 9.01.  Financial Statements and Exhibits

     Not applicable.



     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:   April 2, 2009
                                                  Federal Trust Corporation

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