FEDERAL TRUST BANK ADDENDUM TO THE AMENDED SALARY CONTINUATION AGREEMENT

FEDERAL TRUST BANK

ADDENDUM TO THE

AMENDED SALARY CONTINUATION AGREEMENT

          THIS ADDENDUM is made this 31 ^st day of December, 2005, by and between Federal Trust Bank, a federal savings bank (“Bank”), and James V. Suskiewich (“Executive”), and amends that certain agreement between the parties dated November 10, 2003.

INTRODUCTION

          To encourage the Executive to remain an employee of the Bank, the Bank is willing to provide salary continuation benefits to the Executive.

AGREEMENT

This Addendum is entered into in accordance with certain changes in the law as required by Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder, and shall be applicable only to those non-vested benefits provided under the aforesaid agreement as of December 31, 2004.  The Executive and the Bank therefore agree as follows:

ARTICLE 1

DEFINITIONS

1.1

Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1

“ Anniversary Date ” means the 31 ^st day of December of each calendar year.

1.1.2

“ Change of Control ” means a change in control with respect to either the Bank or its corporate parent, Federal Trust Corporation, as defined in 12 C.F.R. Section 574.4(a) or (b) of the OTS regulations, or as otherwise required by Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder.

1.1.3

“ Disability ” means sickness, accident or injury which, in the judgment of a physician appointed by the Bank, prevents the Executive from performing all of the Executive’s customary duties for the Bank or as otherwise required by Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder. As a condition to any benefits, the Bank may require the Executive to submit to such physical or mental evaluations and tests as the Bank’s Board of Directors deems appropriate.

1.1.4

“ Early Retirement Date ” means the Executive attaining age 55 and completing 7 Years of Service.

1.1.5

“ Effective Date ” means the lst day of June, 2003.

1.1.6

“ Month of Service ” means each completed full month of a Year of Service.

1.1.7

“ Normal Retirement Date ” means the Anniversary Date in the year the Executive attains age 65.

1.1.8

“ Termination of Employment ” means the Executive’s ceasing to be employed by the Bank for any reason whatsoever, voluntary or involuntary, other than by reason of an approved leave of absence.

1.1.9

“ Years of Service ” means the total number of consecutive twelve month periods during which the Executive is employed on a full-time or part-time basis by the Bank, inclusive of any approved leaves of absence, from the Effective Date of this Agreement until Termination of Employment.

ARTICLE 2

LIFETIME BENEFITS

2.1

Normal Retirement Benefit. If the Executive terminates employment on or after the Normal Retirement Date for reasons other than death, the Bank shall pay to the Executive the benefit described in this Section 2.1.

2.1.1

Computation of Benefit. The annual benefit under this Section 2.1 shall be an amount equal to sixty percent (60%) of Executive’s final annual salary at his Normal Retirement Date, but not more than $290,400.

2.1.2

Payment of Benefit. The Bank shall pay the amount determined in Section 2.1.1 above in equal quarterly installments to the Executive on the first day of each quarter commencing with the month following the Normal Retirement Date and continuing thereafter for the remainder of his life.

2.1.3

Spousal Benefit. If Executive’s wife survives him, the Bank shall pay an amount equal to eighty percent (80%) of Executive’s Normal Retirement Benefit determined in Section 2.1.1 and 2.1.2 to Executive’s wife for the remainder of her life.

2.1.4

Change of Control .  Upon a Change of Control after benefit payments have commenced under Section 2.1.2 or 2.1.3, the Executive, or his wife as the case may be, may elect to receive a present value lump sum payment within sixty (60) days of such Change of Control based on a discount rate of eight percent (8%) and a life expectancy of age 82.

2.2

Early Retirement Benefit. If the Executive terminates employment after the Early Retirement Date but before the Normal Retirement Date, and for reasons other than death or Disability, the Bank shall pay to the Executive the benefit described in this Section 2.2.

2.2.1

Computation of Benefit. The Early Retirement benefit under this Section 2.2 is the annual benefit computed as set forth on Exhibit A (“Annual Benefit”) determined as of the date of Termination of Employment due to Executive’s Retirement.

2.2.2

Payment of Benefit. The Bank shall pay the amount determined in Section 2.2.1 above in equal quarterly installments to the Executive on the first day of each quarter commencing with the month following the Early Retirement Date and continuing thereafter for the remainder of his life.

2.2.3

Spousal Benefit. If Executive’s wife survives him, the Bank shall pay an amount equal to eighty percent (80%) of Executive’s early retirement benefit determined in Section 2.2.1 and 2.2.2 to Executive’s wife for the remainder of her life.

2.2.4

Change of Control. Upon a Change of Control after benefit payments have commenced under Section 2.2.2 or 2.2.3, the Executive, or his wife as the case may be, may elect to receive a present value lump sum payment within sixty (60) days of such Change of Control based on a discount rate of eight percent (8%) and a life expectancy of age 82.

2.3

Disability Benefit.  If the Executive terminates employment because of Disability prior to the Normal Retirement Date, the Bank shall pay to the Executive the benefit described in this Section 2.3.

2.3.1

Computation of Disability Benefit. The Disability Benefit under this Section 2.3 is the Annual Benefit determined as of the date of Termination of Employment due to Disability.

2.3.2

Payment of Benefit. The Bank shall pay the amount determined in Section 2.3.1 above in equal quarterly installments to the Executive on the first day of each quarter commencing with the month following the Disability and continuing thereafter for the remainder of his life.

2.3.3

Spousal Benefit. If Executive’s wife survives him, the Bank shall pay an amount equal to eighty percent (80%) of Executive’s Disability Benefit determined in Section 2.3.1 and 2.3.2 to Executive’s wife for the remainder of her life.

2.3.4

Change of Control. Upon a Change of Control after benefit payments have commenced under Section 2.3.2 or 2.3.3, the Executive, or his wife as the case may be, may elect to receive a present value lump sum payment within sixty (60) days of such Change of Control based on a discount rate of eight percent (8%) and a life expectancy of age 82.

2.4

Change of Control Benefit. Upon a Change of Control while the Executive is employed by the Bank, the Bank shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

2.4.1

Computation of Benefit. The Change of Control benefit shall be computed in accordance with the schedule set forth in Exhibit B.

2.4.2

Payment of Benefit. The Bank shall pay the amount determined in Section 2.4.1 above to the Executive as a present value lump sum payment within 60 days of the Change of Control based on a discount rate of eight percent (8%) and a life expectancy of age 82.

ARTICLE 3

DEATH BENEFITS

3.1

Death During Employment. If the Executive dies while employed by the Bank, the Bank shall pay t