SOUTHERN CONNECTICUT BANKCORP EXHIBIT 10.4


SECOND AMENDMENT TO LEASE



             
      THIS SECOND AMENDMENT to a certain Lease dated as of August 17, 2000, by and
between 215 CHURCH STREET, LLC, as Landlord, and SOUTHERN CONNECTICUT
BANCORP, INC., as Tenant is made as of the 31st day of March, 2001. 


W I T N E S S E T H :


     
             
 WHEREAS, Landlord and Tenant did enter into a certain Lease Agreement dated as of
August 17, 2000 covering certain premises described therein (the
“Demised Premises”) known as 215 Church Street, New Haven,
Connecticut; and 


     
             
 WHEREAS, the Lease Agreement was amended by a First Amendment to Lease dated
as of August 17, 2000; and


     
             
 WHEREAS, the Lease Agreement was further modified by a certain letter agreement between
Landlord and Tenant dated January 3, 2001 (the Lease Agreement as amended and
modified as aforesaid is herein-after referred to as the “Lease”); and 


     
             
 WHEREAS, the Landlord and Tenant desire to further amend and modify the Lease as more
fully set forth herein. 


     
             
 NOW, WHEREFORE, in consideration of the premises set forth above and for other good
and valuable consideration paid and received the mutual satisfaction of the
parties hereto, the Landlord and Tenant hereby agree that the Lease is hereby
further amended and modified as follows effective as of the date of this Second
Amendment to Lease set forth above: 


     
             
 1.      The first sentence of Section 3.1(a) of the Lease is hereby deleted and the following sentence is substituted
therefor:


	 	   
     “(a)  
Tenant agrees to pay the Base Rent to Landlord, or as otherwise directed by
Landlord with appropriate notice, without offset, abatement or demand,
commencing on the Rent Commencement Date, which date shall be the first to occur
of (i)July 31, 2001, or (ii) the date that the Contingency for Banking
Approval set forth in Section 17.1 of the Lease as amended by the Second
Amendment thereto is satisfied or waived by Tenant.” 






     
              
2.      
As provided for in Section 4.1 of the Lease, the Landlord and Tenant hereby
reconfirm that the Commencement Date of the Lease occurred on January 1,
2001 and that the Landlord vacated the premises and delivered possession to the
Tenant on said date and otherwise performed all of Landlord’s
pre-Commencement date obligations to Tenant arising under the Lease.


     
              
3.      There is added to the Lease a new Section
5.3(e) as follows:


	 	        “5.3(e)  
Prior to commencing any of Tenant’s Initial Leasehold Improvements, Tenant
shall cause each of the persons named on Exhibit H hereto to execute and
deliver to Landlord the Indemnity Agreement set forth as Exhibit H.” 













             
      4.      
In addition to Tenant’s obligations for Tenant’s Operating and Tax
Expenses and for insurance for the Demised Premises and the Building thereon as
set forth in the Lease, Tenant hereby agrees to pay to Landlord as additional
rent the non-returnable sum of Four Thousand One Hundred Seventeen and 08/100
Dollars ($4,117.08) on April 1, 2001 and on the first day each month
thereafter occurring prior to the Rent Commencement Date. If the Rent
Commencement date occurs on other than the first day of a month, said sum shall
be prorated on a per diem basis for such partial month.


             
      5.      Section 17.1 of the Lease is hereby
deleted and the following is substituted therefor:


	 	       
 “17.1  
CONTINGENCY FOR BANKING APPROVAL.  Tenant shall have a period ending on
July 31, 2001 to obtain from the State of Connecticut Banking Commissioner
and any other governmental agencies required, all appropriate final
certif-icates of authority to permit the use of the property as a Connecticut
bank and to allow the bank presently in formation to complete its formation
process and to obtain all necessary building permits and approvals, including,
but not limited to, all city, state, local, building, ADA and governmental
permits to construct the intended improvements. If, despite its best efforts,
Tenant shall not obtain the aforesaid by June 30, 2001, it shall so notify
Landlord by said date and shall vacate and surrender the Demised Premises by
said date in the manner set forth in this Lease, and the Lease shall thereupon
terminate and expire and, except as otherwise provided for herein, all rights
and obligations thereunder shall thereafter be at an end, except that Tenant
shall remain obligated to fully complete within thirty (30) days thereafter any
and all Tenant’s Initial Leasehold Improve-ments which it had commenced.
Tenant has deposited with the Landlord the sum of Two Thousand Five Hundred
Dollars ($2,500.00) upon execution of this Lease, which sum will be credited
toward the first month’s Base Rent owing under the Lease following the
Commencement Date of the Lease or returned to the Tenant if this contingency is
not satisfied.” 






             
      The Lease shall remain in full force and effect in accordance with all of its terms and conditions as amended and modified
by this Second Amendment of Lease.


             
      This Second Amendment of Lease shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.


             
      IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Amendment to Lease
to be duly executed by persons hereunto duly autho-rized, in multiple copies,
each to be considered an original hereof, as of the date of this Second
Amendment to Lease written above. 




Signed, Sealed and Delivered 
     in
the Presence of:

	 	 	LANDLORD
215 CHURCH STREET, LLC
	/s/ Rosemarie A. Romano	 	 
	
 	 	 
	 	 	By: /s/ Robert J. Walczak           
	 
/s/ Gary D. Mullin	 	      
        Robert J. Walczak

        
      Robert J. Walczak
	
  	 	 













	 	 	TENANT
SOUTHERN CONNECTICUT BANCORP, INC.
	/s/ Rosemarie A. Romano	 	 
	
	 	 
	 	 	 
	 	 	By: /s/ Joseph V. Ciaburri               
	

/s/ Gary D. Mullin	 	       
       Joseph V. Ciaburri

         
     Its Chairman and C.E.O.