EMPLOYMENT AGREEMENT BY AND BETWEEN FEDERAL TRUST CORPORATION AND JAMES V. SUSKIEWICH

            (a)          Duration: Employee shall be paid his full Base Salary for any period of his illness or incapacity for up to one year; provided, however, that Employer shall be responsible only for that portion of Employee’s Base Salary which is not covered through any disability insurance provided by the Employer. If Employee’s illness renders him unable to perform his duties under this Agreement for a period longer than three consecutive months, at the end of such three-month period or any such time thereafter, Employer may terminate Employee’s employment, at which time the provisions of Section 5(c) shall apply.

            (b)          Continuation of Coverages: Notwithstanding any contrary provision herein, following any termination of Employee’s employment pursuant to Section 5(a), the Employer will continue any other life, health, and disability coverages for Employee substantially identical to the coverages maintained prior to Employee’s termination until the earlier of:

     (1)

Employee’s full time employment by another Person;

     (2)

one year after the date of such termination (with the exception of any disability insurance coverage in place, which shall be governed by the terms of such policy); or

     (3)

the date of Employee’s death.

            (c)          Permanent Disability:  In the event that Employee is terminated after having been deemed by Employer to be permanently disabled, Employer shall continue to pay Employee his full Base Salary for the first six months of Employee’s disability, and thereafter 75% of his Base Salary for the remaining term of this Agreement.

            (a)          Death: This Agreement shall immediately terminate upon Employee’s death, in which instance Employer shall pay to Employee’s estate any compensation accrued, but not yet paid.

            (b)          Termination for Cause: The Employer shall have the right, at any time, upon written notice of termination satisfying the requirements of Section 8 herein, to terminate Employee’s employment hereunder, including termination for Cause as determined by the Board of Directors. A termination for Cause shall be effective immediately upon effectiveness of a notice of termination. For the purpose of this Agreement, termination for “Cause” shall mean termination for:

(1)     personal dishonesty resulting (directly or indirectly) in gain to or personal enrichment of Employee at the expense of Employer, breach of fiduciary duty, violation of any significant law, rule, or regulation, violation of a final cease-and-desist order, or personal default on indebtedness, which is not corrected within 30 days from the date of default; and/or

(2)     insubordination, conduct unbecoming of a senior officer of a financial institution, which could have a material negative reflection on the Employer, materially failing to perform the duties stated in Schedule A of this Agreement (i.e., failing to perform the essential duties of Employee’s position).

            (c)          Other Termination by Employer:  If Employee is terminated by Employer other than for Cause, Employee’s right to severance benefits under this Agreement shall be as set forth in Sections 6(f) and (g) herein.

            (d)          Termination for Good Reason: Employee may terminate his employment hereunder for Good Reason by delivering a notice of termination (as defined in Section 8). For purposes of this Agreement, “Good Reason” shall mean a failure by FTC to comply with any material provision of this Agreement, which failure has not been cured within 15 business days after a notice of such noncompliance has been given by the Employee to FTC. In the event Employee terminates his employment for Good Reason, he shall be entitled to severance benefits as set forth in Sections 6(f) and (g).

            (e)          Termination by Employee: Employee may terminate his employment hereunder and this Agreement for any reason, by providing a notice of termination (as defined in Section 8). In such event, Employee shall have no right to compensation or other benefits after the date of termination, except for accrued but unpaid compensation.

            (f)          Severance Payment:  If Employee is entitled to severance benefits under Sections 6(c) or (d), Employee shall be paid, as severance, the total Base Salary (as defined in Schedule B) due for the remaining term of this Agreement, but not for a period of less than six months. Any such payment shall be made in substantially equal semi-monthly installments on the 15th and last days of each month until paid in full and shall only be paid subject to Employee’s execution of a full release in favor of the Employer for any potential claims related to this Agreement or to Employee’s employment with the Employer.

            (g)          Additional Severance Benefits: If Employee is entitled to severance benefits under Sections 6(c) or (d), the Employer shall maintain in full force and effect, for the continued benefit of the Employee any Employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the date of termination for the shorter of:

     (1)

the remaining term of this Agreement; or

     (2)

the period of time ending on the date Employee becomes eligible for participation in a comparable plan provided by another employer; provided, however, that the Employee’s continued participation is possible under the general terms and provisions of such plans and programs.

            (a)          Suspension/Temporary Prohibition: If the Employee is suspended and/or temporarily prohibited from participating in the conduct and affairs of the Employer or the Bank by a notice served under Sections 8(e) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818[e][3] and [g][1]) FTC’s obligations under this Agreement shall be suspended as of the date of such service unless stayed by appropriate proceedings. If the charges and the notice are dismissed, FTC may in its discretion:

     (i)

pay the Employee all or part of his compensation withheld while the obligations under this Agreement are suspended; and

     (ii)

reinstate (in whole or part) any of FTC’s obligations which were suspended.

            (b)          Permanent Prohibition: If the Employee is removed and/or permanently prohibited from participating in the conduct and affairs of the Bank by an order issued under Sections 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1818[e][4] or [g][1]), all of FTC’s obligations under this Agreement shall terminate as of the effective date of the order, but the Employee’s vested rights, if any shall not be affected.

            (c)          Default Under FDIA:  If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under this Agreement shall terminate as of the date of default, but this subsection of this Agreement shall not affect the Employee’s vested rights if any.

            (a)          Specificity: Any termination of Employee’s employment by Employer or by Employee shall be communicated by written notice of termination to the other Party.  For purposes of this Agreement, a “notice of termination” shall mean a dated notice which shall: (i) indicate the specific relevant termination provision in the Agreement; (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision; and (iii) set forth the date of termination, which shall be not less than 30 days nor more than 45 days after such notice of termination is given, unless another Section of the Agreement requires or permits a different effective date.

            (b)          Delivery of Notices:  All notices or resignations given or required to be given herein shall be in writing, sent by United States first-class certified or registered mail, postage prepaid, by way of overnight carrier, or by hand delivery. If to Employee (or to the Employee’s spouse or estate upon the Employee’s death) notice shall be sent to Employee’s last-known address, and if to Employer, notice shall be sent to the Employer’s corporate headquarters. All such notices shall be effective five days after having been deposited in the mail if sent via first-class, certified, or registered mail, or upon delivery if by hand delivery or if sent via overnight carrier. Either Party, by notice in writing, may change or designate the place for receipt of all such notices.

            (a)          Employee shall furnish such information and assistance as may be reasonably required by Employer in connection with any litigation or settlement of any dispute between Employer and a customer or other third parties (including without limitation serving as a witness in court or other proceedings);

            (b)          Employee shall provide such information or assistance to Employer in connection with any regulatory examination by any state or federal regulatory agency;

            (c)          Employee shall keep the Employer’s trade secrets and other proprietary or confidential information secret to the fullest extent practicable, subject to compliance with all applicable laws;

            (d)          Employee shall return all Employer’s property, including, but not limited to, keys, credit cards, manuals, and other written materials.

            (e)          Employee shall execute a full release of all potential claims related to this Agreement or to Employee’s employment with the Employer in favor of the Employer.

            (a)          Limitation on Outside Activities: Employee agrees that during the term of this Agreement, except with the express consent of the Board, Employee will not, directly or indirectly, engage in, participate in, become a director of, render advisory or other services to, become employed by, or make any financial investment in any firm, corporation, business entity, or business enterprise competitive with or to any business of the Employer and its Subsidiaries. Notwithstanding the foregoing, Employee shall not be precluded or prohibited from owning passive investments, including investments in the securities of other financial institutions.  Employee, however, shall be prohibited from making any investments or commitments of time, accepting any positions or participating in any activities which cause Employee to devote time to such investments, commitments, positions, or activities which interfere with Employee’s position with and obligations to Employer.

            (b)          Agreement Not to Compete: Employee acknowledges that by virtue of his employment with Employer, Employee will acquire an intimate knowledge of the activities and affairs of Employer and its Subsidiaries, including trade secrets and other confidential matters.  Employee, therefore, agrees that during the term of this Agreement, and for a period of six months following  the termination of Employee’s employment hereunder, Employee shall not become employed, directly or indirectly, whether as an employee, independent contractor, consultant, or otherwise, with any federally-insured financial institution, financial holding company, bank holding company, or other financial services provider located in Seminole County, Florida or in any other county in which the Bank has a branch location, or with any Person whose intent it is to organize another such company or entity located in Seminole County, Florida or in any other county in which the Bank has a branch location.

          Employee hereby agrees that the duration of the anti-competitive covenant set forth herein is reasonable, and that its geographic scope is not unduly restrictive.

            (a)          Arbitration: The Parties agree that, except for the specific remedies for Injunctive Relief as contained in Section 13(b) herein, any controversy or claim arising out of or relating to this Agreement, or any breach thereof, including, without limitation, any claim that this Agreement or any portion thereof is invalid, illegal, or otherwise voidable, shall be submitted to binding arbitration before and in accordance with the Rules of the American Arbitration Association. Judgment upon the determination and/or award of such arbitrator may be entered in any court having jurisdiction thereof; provided, however, that this clause shall not be construed to permit the award of punitive damages to either Party.  The prevailing party to said arbitration shall be entitled to an award of reasonable Attorneys’ Fees. The venue for arbitration shall be in Seminole County, Florida.

            (b)          Injunctive Relief:  The Parties acknowledge and agree that the services to be performed by Employee are special and unique and that money damages cannot fully compensate Employer in the event of Employee’s violation of the provisions of Sections 11 and 12 of this Agreement. Thus, in the event of a breach of any of the provisions of such Sections, Employee agrees that Employer, upon application to a court of competent jurisdiction, shall be entitled to an injunction restraining Employee from any further breach of the terms and provision of such Section. Should Employer prevail in an action seeking such an injunction, Employee shall pay all costs and Attorneys’ Fees incurred by Employer in and relating to obtaining such injunction. Employee’s sole remedy, in the event of the wrongful entry of such injunction, shall be the dissolution of such injunction and recovery of Attorneys’ Fees. Employee hereby waives any and all claims for damages by reason of the wrongful issuance of any such injunction.

            (c)          Cumulative Remedies: Notwithstanding any other provision of this Agreement, the injunctive relief described in Section 13(b) herein and all other remedies provided for in this Agreement, which are available to Employer as a result of Employee’s breach of this Agreement, are in addition to and shall not limit any and all remedies existing at law or in equity which may also be available to Employer.

            (a)          Amendment of Agreement: Unless as otherwise provided herein, this Agreement may not be modified or amended except in writing signed by the Parties.

            (b)          Certain Definitions:  For purposes of this Agreement, the following terms whenever capitalized herein shall have the following meanings:

     (1)

“Attorneys’ Fees” shall include the reasonable legal fees and disbursements charged by attorneys and their related travel and lodging expenses, court costs, paralegal fees, etc. incurred in arbitration, mediation, settlement negotiations, discovery, trial, appeal, or bankruptcy proceedings.

     (2)

“Person” shall mean any natural person, corporation, partnership (general or limited), trust, association, or any other business entity.

     (3)

“Subsidiaries” shall mean Federal Trust Bank and Federal Trust Mortgage Corporation.

            (c)          Headings for Reference Only: The headings of the Sections and the Subsections herein are included solely for convenient reference and shall not control the meaning or the interpretation of any of the provisions of this Agreement.

            (d)          Governing Law/Jurisdiction: This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Any litigation involving the Parties and their rights and obligations hereunder shall be brought in the appropriate court in Seminole County, Florida.

           (e)          Severability: If any of the provisions of this Agreement shall be held invalid for any reason, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect in accordance with the remainder of its terms.

            (f)          Entire Agreement: This Agreement and all other documents incorporated or referred to herein, contain the entire agreement of the Parties and there are no representations, inducements, or other provisions other than those expressed in this Agreement. No modification, waiver, or discharge of any provision or any breach of this Agreement shall be effective unless it is in writing signed by both Parties. A Party’s waiver of the other Party’s breach of any provision of this Agreement, shall not operate, or be construed, as a waiver of any subsequent breach of that provision or of any other provision of this Agreement.

            (g)          Waiver: No course of conduct by Employer or Employee and no delay or omission of Employer or Employee to exercise any right or power given under this Agreement shall: (1) impair the subsequent exercise of any right or power, or (2) be construed to be a waiver of any default or any acquiescence in, or consent to, the curing of any default while any other default shall continue to exist, or be construed to be a waiver of such continuing default, or of any other right or power that shall theretofore have arisen. Any power and/or remedy granted by law and by this Agreement to any Party hereto may be exercised from time to time, and as often as may be deemed expedient. All such rights and powers shall be cumulative to the fullest extent permitted by law.

            (h)          Pronouns:  As used herein, words in the singular include the plural, and the masculine include the feminine and neuter gender, as appropriate.

            (i)          Recitals:  The Recitals set forth at the beginning of this Agreement shall be deemed to be incorporated into this Agreement by this reference as if fully set forth herein and this Agreement shall be interpreted with reference to and in light of such Recitals.

EMPLOYEE

FEDERAL TRUST CORPORATION

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇

By:

/s/ A. ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇

A. ▇▇▇▇▇▇ ▇▇▇▇▇

On behalf of the Board of Directors

1.

functioning as the Chief Executive Officer and President of FTC, and as determined by the respective Boards of Directors of Employer’s Subsidiaries as the Chief Executive Officer of the Bank, and the Chief Executive Officer of FTMC;

2.

keeping FTC’s Board of Directors informed of financial results of operations, the status of business, banking competition, and new business developments;

3.

making recommendations to the Board on a wide range of subjects, including: officer appointments and changes in organization, loans, new or redesigned services, annual operating budget, salary and benefit administration, and physical plan renovation;

4.

meeting regularly with senior officers and other key staff of Employer and its Subsidiaries to communicate policies and goals and to delegate responsibility for daily operations and administration of Employer and its Subsidiaries;

5.

participating in professional associations; attending conventions, conferences, and seminars; and reading pertinent publications;

6.

maintaining close industry relationships to be kept aware of new services or opportunities that may increase the profits or decrease the expenses of Employer and its Subsidiaries;

7.

identifying and evaluating expansionary opportunities for FTC;

8.

monitoring FTC’s capital position and needs, as well as identifying and evaluating capital raising options;

9.

servings as the Investor Relation’s Officer of FTC;

10.

serving as a member of such committees of FTC’s Board of Directors as he may be appointed to; and

11.

conducting and undertaking all other activities, responsibilities, and duties normally expected to be undertaken and accomplished by the Chief Executive Officer and President of a financial institution holding company similar in size and operation to FTC’s business.

1

Base Salary: Employee shall receive an annual salary of $325,000 (the “Base Salary”). Employer may adjust the Base Salary from time to time based upon the Board’s evaluation of Employee’s performance. In no event, however, will the Base Salary be reduced without Employee’s written concurrence.

2

Vacation: Employee is entitled to five weeks paid vacation time per year on a non-cumulative basis.  Employer shall pay Employee, at the end of each fiscal year, his regular daily rate of compensation, based on his Base Salary, for each day of any unused vacation time.

3

Automobile Allowance:  Employer shall provide Employee with an automobile of like make and model as would be suitable to the character of Employee’s position with Employer.  Employer shall reimburse Employee for the costs associated with maintaining such automobile, including repairs completed at any time during the term of this Agreement.  Employee shall relinquish possession of the automobile to the Employer upon his termination for any reason.

4

Performance Bonus:  Employer shall pay Employee a Performance Bonus based upon the profitability of Employer.  The executive will have a target opportunity of 40% of base salary.  The target opportunity may fluctuate based on the performance of the Bank. The Compensation Committee of the Bank will determine the performance measures on a quarterly basis to be determined and paid within 30 days after the release of each quarter’s financial statements.  For the 2006 fiscal year, the Compensation Committee has decided to use Quarterly Return on Assets, Net Income Growth, and other management objectives as the primary performance measures.  Each performance criteria will be weighted as follows:

Performance Measure Weighting

Quarterly Return on Assets

37.50

%

Quarterly Net Income Growth

37.50

%

MBO

25

%

Each financial performance measure will have a threshold, target, and maximum level of performance.  For each corresponding level of financial performance, there will be a corresponding level of incentive payout.

Quarterly Return on Assets

Quarterly Net Income Growth

Financial
Goal

Payout

Financial
Goal

Payout

Threshold

0.50

%

18.75

%

8

%

18.75

%

Target

0.75

%

37.50

%

12

%

37.50

%

Maximum

0.85

%

56.25

%

15

%

56.25

%

The balance of the incentive award (25% MBO discretionary bonus) will be based upon qualitative management objectives developed by the CEO and Compensation Committee.  The Compensation Committee will have discretion to “uptick” or “downtick” this portion of the incentive award.

The Compensation Committee has the right to change the number of performance measures, the type of performance measures, and the weighting on each performance measure on an annual basis.

5

Medical Benefits and Other Plans: Employee shall be permitted to participate in all medical and healthcare benefit plans provided by FTC to its officers. Employee shall also be permitted to participate in all other benefit plans offered to Bank officers.

6

Other Defined Plans:  Employee shall be entitled to the benefits of the Supplemental Retirement Plan in effect as of the day of the Effective Date of the Employment Agreement dated October 1, 2005.

7

Continuing Education: Employer will reimburse Employee for admission or attendance fees for pre-approved educational meetings or seminars offered by such organizations as the Florida Bankers Association.

8

Change-in-Control Payment: A “Change-in-Control” of the Employer shall mean the first to occur of any one or more of the following:

(a)

any transaction, whether by merger, consolidation, asset sale, recapitalization, reorganization, combination, stock purchase, tender offer, reverse stock split, or otherwise, which results in the acquisition of, or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or any group of persons or entities (other than the group consisting of a majority of the directors currently serving on the Board of Directors as of the date of this Agreement) “acting in concert,” as contemplated by Section 225.41 of the Federal Reserve Board of Governors’ Regulation Y, of 25% or more of the outstanding shares of common stock of the Employer;

(b)

the sale of all or substantially all of the assets of the Employer;

(c)

the liquidation of the Employer or a material amount of Employer’s assets;

(d)

a change in the majority of the members of the Board of Directors of Employer, other than through new directors nominated or appointed by the Employer’s Nominating and Corporate Governance Committee or Board of Directors; or

(e)

the takeover or control of all or substantially all of the operations of Employer, through any of the means specified above.

Upon the occurrence of a Change-in-Control, as defined in this Schedule B, Employer shall pay to Employee a lump sum equal to 2.5 times his base salary and last fiscal year bonus.  

9

Change-in-Control Performance Bonus:  Employee shall be entitled to receive a performance bonus upon a Change-in-Control (as defined in Paragraph 8 of this Schedule B) of FTC, which shall be equal to 3 times the premium multiple paid over book value for FTC, times $250,000.

10

Excise Tax Gross-up Payment:  In the event that Employee becomes entitled to severance benefits as provided under Section 6 or the Change-in-Control Payment or Performance Bonus  provided in this Schedule B (collectively referred to as “severance payments”) and such severance payments are subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”), or any other similar tax that may hereafter be imposed, the Employer shall pay to Employee in cash an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Employee after deduction of (i) any Excise Tax and (ii) any federal, state, and/or local income tax and Excise Tax incurred on the Gross-Up Payment shall be equal to an amount such that the Excise Tax payable and any additional income taxes incurred on the Gross-Up Payment will be apportioned 75% to the Employer and 25% to the Employee.  For purposes of determining whether the severance payments will be subject to the Excise Tax and the amounts of such Excise Tax:

(a)

Any payments or benefits received or to be received by Employee in connection with a Change-in-Control of FTC shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Internal Revenue Code (“Code”), and all “excess parachute payments” within the meaning of Code Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by FTC’s independent auditors and acceptable to Employee, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Code Section 280G(b)(4) in excess of the base amount within the meaning of Code Section 280G(b)(3), or are otherwise not subject to the excise tax;

(b)

The amount of the severance payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the severance payments; or (2) the amount of excess parachute payments within the meaning of Code Section 280G(b)(1) (after applying clause [a] above); and

(c)

The value of any non-cash benefits or any deferred payment or benefit shall be determined by Employer’s independent auditors in accordance with the principles of Code Sections 280G(d)(3) and (4). The base amount shall be determined by Employer’s independent auditors in accordance with the principles of Code Section 280G(d)(3).

For purposes of determining the amount of the Gross-Up Payment, Employee shall be deemed to be paying federal income taxes at the highest marginal rate for federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and any state and local income taxes at the highest marginal rate in the state and locality as Employee’s residence on the Effective Date of employment, net of the maximum reduction in federal income taxes, which could be obtained from deduction of such state and local taxes.

11

Bank Owned Life Insurance (“BOLI”): Employee is covered by a Salary Continuation Agreement that provides for differing levels of annual benefits to be paid for life upon Employee’s termination of employment due to early or normal retirement, disability or a change of control of Employer. Annual benefit payments are generally based on an amount equal to the lesser of (a) 60% of Employee’s actual annual salary in the year of termination, or (b) $290,400.  Early retirement, disability or death benefits are subject to a 5% reduction (or 3% of annual salary for computational purposes) for each year prior to Employee attaining age 62.  Death benefits payable in either 15 annual installments or a present value lump sum payment are also provided for the benefit of Employee’s family, and 80% spousal benefits are payable for life to Employee’s wife, if she survives Employee after retirement, disability or change of control benefit payments have commenced.  Employer’s funding liability for these benefits are covered by the cash value investments in Bank Owned Life Insurance (BOLI) policies, which are held by the Employer in a revocable grantor trust arrangement designed to secure payment of Employee’s benefits.