Exhibit 10.12


FEDERAL TRUST BANK


AMENDED SALARY CONTINUATION AGREEMENT


          THIS AGREEMENT is made this 31st day of December, 2005, by and between Federal Trust Bank, a federal savings bank (“Bank”), and Stephen C. Green (“Executive”), as an amendment to that certain agreement 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


The Executive and the Bank 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 31st 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 sixty-two (62) and completing ten (10) Years of   Service.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.1.5
  	
  
“Effective Date” means the 1st 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
  	
  
Amount of Benefit. The   annual benefit under this Section 2.1 shall be twenty thousand dollars   ($20,000) per year for life (“Normal   Retirement Benefit ”).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.2
  	
  
Payment of Benefit. The   Bank shall pay one thousand six hundred sixty six and 66/100 dollars   ($1,666.66), to the Executive on the first day of each month commencing with   the month following the Normal Retirement Date and continuing for life.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1.3
  	
  
Change of Control. Upon   a Change of Control after benefit payments have commenced under Section   2.1.2, the Executive 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
  	
  
Amount of Benefit. The   Early Retirement Benefit under this Section 2.2 shall be an amount equal to   the Normal Retirement Benefit reduced by five percent (5%) for each year (or   part thereof) prior to Executive’s Normal Retirement Date, determined as of   the date of Termination of Employment.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.2
  	
  
Payment of Benefit. The   Bank shall pay the Early Retirement Benefit to the Executive in equal   consecutive monthly payments for life.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.2.3
  	
  
Change of Control.   Upon a Change of Control after benefit payments have commenced under Section   2.1.2, the Executive 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
  	
  
Amount of Disability Benefit. The   Disability Benefit under this Section 2.3 is 100% of the Normal Retirement   Benefit.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.3.2
  	
  
Payment of Benefit. The   Bank shall pay the benefit to the Executive, at the Bank’s discretion, in   either a present value lump sum payment within sixty (60) days of Termination   of Employment due to Disability based on a discount rate of eight percent   (8%) and a life expectancy of age 82, or in equal consecutive monthly   payments for life, beginning with the month following Disability.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.3.3
  	
  
Change of Control. Upon   a Change of Control after benefit payments have commenced under Section   2.1.2, the Executive 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
  	
  
Amount of Benefit. The   Change of Control benefit shall be an amount equal to 100% of the Normal   Retirement Benefit in Section 2.1.1 as if the Executive worked until age 65.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.4.2
  	
  
Payment of Benefit. The   Bank shall pay the benefit to the Executive a present value lump sum payment   within 60 days of Change of Control based on a discount rate of eight percent   (8%) and a life expectancy of age 82.
  




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ARTICLE 3


DEATH BENEFITS

	
  
3.1
  	
  
Death During Employment.   If the Executive dies while employed by the Bank, the Bank shall pay to the   Executive’s beneficiary the benefit described in this Section 3.1.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
3.1.1.
  	
  
Computation of Benefit. The   death benefit under this Section 3.1 shall be computed by reference to the   Annual Benefit, determined as of the date of Termination of Employment due to   Executive’s death.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.1.2
  	
  
Payment of Benefit. The   Bank shall pay the death benefit to the Executive’s beneficiary, at the   discretion of the Personal Representative of Executive’s estate, in either a   present value lump sum payment within 90 days of Executive’s death, based on   a discount rate of eight percent (8%) and a life expectancy of age 82,   computed by reference to the Annual Benefit, or in 60 equal consecutive   quarterly payments based on one-quarter (1/4) of the Annual Benefit   determined as of the date of Termination of Employment due to Executive’s   death and beginning with the month following the Executive’s death.
  
	
   
  	
  
 
  	
  
 
  
	
  
3.2
  	
  
Death During Benefit Period. If   the Executive’s beneficiary dies after death benefit payments have commenced   under Section 3.1.2 of this Agreement, but before receiving all such   payments, the Bank shall pay the remaining benefits to the designated   beneficiary of the Executive’s beneficiary at the same time and in the same   amounts the benefit would have been paid to the Executive’s beneficiary had   he or she survived.
  




ARTICLE 4


BENEFICIARIES

	
  
4.1
  	
  
Beneficiary Designations. The   Executive shall designate a “primary” and “contingent” beneficiary by filing   a written designation with the Bank. The Executive may revoke or modify the   designation at any time by filing a new designation. However, designations   will only be effective if signed by the Executive and accepted by the Bank   during the Executive’s lifetime. A beneficiary’s designation shall be deemed   automatically revoked if the beneficiary predeceases the Executive, or if the   Executive names a spouse as beneficiary and the marriage is subsequently   dissolved. If the Executive dies without a valid beneficiary designation, all   payments shall be made to the Executive’s surviving spouse, if any, and if   none, to the Executive’s surviving children in equal shares per survivor, and   if no survivors, to the Executive’s estate.
  
	
   
  	
  
 
  
	
  
4.2
  	
  
Facility of Payment. If   a benefit is payable to a minor, to a person declared incompetent, or to a   person incapable of handling the disposition of his or her property, the Bank   may pay such benefit to the guardian, legal representative or person having   the care or custody of such minor, incompetent person or incapable person. The   Bank may require proof of incompetence, minority or guardianship as it may   deem appropriate prior to distribution of the benefit. Such distribution   shall completely discharge the Bank from all liability with respect to such   benefit.
  




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ARTICLE 5


GENERAL LIMITATIONS


          Notwithstanding any provision of this Agreement to the contrary, the Bank shall not pay any benefit under this Agreement for the following reasons:

	
  
5.1
  	
  
Termination for Cause. If   the Bank terminates the Executive’s employment for:
  
	
  
 
  	
  
 
  
	
   
  	
  
5.1.1
  	
  
Gross negligence or gross neglect of duties;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.1.2
  	
  
Commission of a felony; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.1.3
  	
  
Fraud, disloyalty, dishonesty or willful violation   of any law or material Bank policy in connection with the Executive’s   employment.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
5.2
  	
  
Suicide.  No   benefits shall be payable if the Executive commits suicide prior to August   31, 2005, or if the Executive has made any material misstatement of fact on   any application for life insurance purchased by the Bank.
  



ARTICLE 6


CLAIMS AND REVIEW PROCEDURES

	
  
6.1
  	
  
Claims Procedure.   The Bank shall notify the Executive or his successor in interest (“Claimant”)   in writing, within ninety (90) days of the Claimant’s written application for   benefits, of eligibility or non eligibility for benefits under the Agreement.   If the Bank determines that the Claimant is not eligible for benefits or full   benefits, the notice shall set forth (1) the specific reasons for such   denial, (2) a specific reference to the provisions of the Agreement on which   the denial is based, (3) a description of any additional information or   material necessary for the Claimant to perfect Claimant’s claim, and a   description of why it is needed, and (4) an explanation of the Agreement’s   claims review procedure and other appropriate information as to the steps to   be taken if the Claimant wishes to have the claim reviewed. If the Bank   determines that there are special circumstances requiring additional time to
 make a decision, the Bank shall notify the Claimant of the special   circumstances and the date by which a decision is expected to be made, and   may extend the time for up to an additional ninety-day period.
  
	
  
 
  	
  
 
  
	
  
6.2
  	
  
Review Procedure. If   the Claimant is determined by the Bank not to be eligible for benefits, or if   the Claimant believes that Claimant is entitled to greater or different   benefits, the Claimant shall have the opportunity to have such claim reviewed   by the Bank by filing a petition for review with the Bank within sixty (60)   days after receipt of the notice issued by the Bank. Said petition shall   state the specific reasons which the Claimant believes entitle Claimant to   benefits or to greater or different benefits. Within sixty (60) days after   receipt by the Bank of the petition, the Bank shall afford the Claimant (and   counsel, if any) an opportunity to present Claimant’s position to the Bank   orally, or in writing, and the Claimant (or counsel) shall have the right to   review the pertinent documents. The Bank shall notify the Claimant of its   decision in writing within the sixty-day period, stating specifically the   basis of its
decision, written in a manner calculated to be understood by the   Claimant and the specific provisions of the Agreement on which the decision   is based. If, because of the need for a hearing, the 60 day period is not   sufficient, the decision may be deferred for up to another sixty-day period   at the election of the Bank, but notice of this deferral shall be given to   the Claimant.
  



ARTICLE 7


AMENDMENTS AND TERMINATION


          The Bank reserves the right to amend or terminate this Agreement at any time. In the event of termination of this Agreement, the benefit to the Executive shall be based on the benefit determined as of the date of termination of this Agreement. The Bank shall pay the benefit to the Executive, at the Bank’s discretion, in either a present value lump sum payment within 60 days of Executive’s Termination of Employment based on a discount rate of eight percent (8%) and a life expectancy of age 82, computed by reference to the benefit, or in equal consecutive quarterly payments based on one-quarter (1/4) of the benefit, on the first day of each quarter commencing with the month following the Executive’s Termination of Employment and continuing for the remainder of his life. In the event of amendment, the nonforfeitable benefit accrued as of the effective date of the amendment shall not be reduced
by the amendment.


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ARTICLE 8


MISCELLANEOUS

	
  
8.1
  	
  
Binding Effect. This   Agreement shall bind the Executive and the Bank, and their beneficiaries,   survivors, executors, administrators.
  
	
  
 
  	
  
 
  
	
  8.2
  	
  
No Guaranty of Employment. This   Agreement is not an employment policy or contract. It does not give the   Executive the right to remain an employee of the Bank, nor does it interfere   with the Bank’s right to discharge the Executive. It also does not require   the Executive to remain an employee nor interfere with the Executive’s right   to terminate employment at any time.
  
	
  
 
  	
  
 
  
	
  
8.3
  	
  
Non-Transferability.  Benefits under this   Agreement cannot be sold, transferred, assigned, pledged, attached or   encumbered in any manner.
  
	
  
 
  	
  
 
  
	
  
8.4
  	
  
Tax Withholding.  The Bank shall withhold any taxes that are   required to be withheld from the benefits provided under this Agreement.
  
	
  
 
  	
  
 
  
	
  
8.5
  	
  
Applicable Law. The   Agreement and all rights thereunder shall be governed by the laws of Florida,   except to the extent preempted by the laws of the United States of America.
  
	
  
 
  	
  
 
  
	
  8.6
  	
  
Unfunded Arrangement.   The Executive and any beneficiary are general unsecured creditors of the Bank   for the payment of benefits under this Agreement. The benefits represent the   mere promise by the Bank to pay such benefits. The rights to benefits are not   subject in any manner to anticipation, alienation, sale, transfer,   assignment, pledge, encumbrance, attachment, or garnishment by creditors.   Insurance on the Executive’s life, if any, is a general asset of the Bank to   which the Executive and any beneficiary shall have no preferred or secured   claim.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
IN WITNESS WHEREOF, the Executive and a duly   authorized Bank officer have signed this Agreement.
  





	
  
EXECUTIVE
  	
  
 
  	
  
 
  	
  
 FEDERAL   TRUST BANK

  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
/s/ Stephen C. Green
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ James V. Suskiewich
  
	
  


  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
Stephen C. Green
  	
  
 
  	
  
 
  	
  
 
  	
  
James V. Suskiewich
  
	
   
  	
   
  	
   
  	
   
  	
  President & Chief Executive Officer
  



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