EXHIBIT 10.8

            NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
                             FOR ANTHONY J. FABIANO
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                      NON-QUALIFIED SUPPLEMENTAL EXECUTIVE
                              RETIREMENT AGREEMENT

                              SOUND FEDERAL SAVINGS
                             White Plains, New York

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            NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

      This  Non-qualified   Supplemental  Executive  Retirement  Agreement  (the
"Agreement"),  effective  as of the 1st day of  January,  2004,  formalizes  the
agreements  by and between  SOUND  FEDERAL  SAVINGS  (the  "Bank"),  a federally
chartered  stock bank,  and certain key  employees,  hereinafter  referred to as
"Executive(s)", who shall be selected and approved by the Bank to participate in
this Agreement by execution of a Non-qualified Supplemental Executive Retirement
Joinder  Agreement  ("Joinder  Agreement") in a form provided by the Bank. SOUND
FEDERAL BANCORP,  INC. (the "Holding  Company") is a party to this Agreement for
the sole purpose of guaranteeing the Bank's performance hereunder.

                              W I T N E S S E T H :

      WHEREAS, the Executives are employed by the Bank; and

      WHEREAS,  the Bank recognizes the valuable services  heretofore  performed
for it by such Executives and wishes to encourage their continued employment and
to provide them with additional incentive to achieve corporate objectives; and

      WHEREAS,  the Bank wishes to provide the terms and  conditions  upon which
the Bank shall pay additional retirement benefits to the Executives; and

      WHEREAS,  the Bank intends this  Agreement  to be  considered  an unfunded
arrangement,  maintained primarily to provide supplemental retirement income for
its  Executives,  members of a select group of management or highly  compensated
employees  of the  Bank,  for tax  purposes  and for  purposes  of the  Employee
Retirement Income Security Act of 1974, as amended; and

      WHEREAS,  the Bank has adopted this Non-qualified  Supplemental  Executive
Retirement   Agreement  which  controls  all  issues  relating  to  Supplemental
Retirement Benefits as described herein.

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
promises herein contained, the Bank and the Executive agree as follows:

                                    SECTION I
                                   DEFINITIONS

      When used herein,  the following words and phrases shall have the meanings
below unless the context clearly indicates otherwise:

1.1   "Accrued  Benefit"  means  that  portion  of the  Supplemental  Retirement
      Benefit  which is  required to be expensed  and  accrued  under  generally
      accepted accounting principles (GAAP).

1.2   "Act"  means the  Employee  Retirement  Income  Security  Act of 1974,  as
      amended from time to time.

1.3   "Administrator" means the Bank and/or its Board.

1.6   "Bank" means Sound Federal Savings and any successor thereto or the Board.


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1.7   "Beneficiary"  means the person or persons (and their heirs) designated as
      Beneficiary by the Executive to whom the deceased Executive's benefits are
      payable. If no Beneficiary is so designated,  then the Executive's Spouse,
      if living,  will be deemed the Beneficiary.  If the Executive's  Spouse is
      not  living,  then  the  Children  of the  Executive  will be  deemed  the
      Beneficiaries and will take on a per stirpes basis. If there are no living
      Children, then the Estate of the Executive will be deemed the Beneficiary.

1.7   "Benefit  Eligibility  Date"  shall be the later of (1) the 1st day of the
      month  following  the  month in which the  Executive  attains  the  Normal
      Retirement  Age, or (ii) the 1st day of the month  following  the month in
      which the Executive actually retires.

1.8   "Board" shall mean the Board of Directors of the Bank, unless specifically
      noted otherwise.

1.9   "Cause"  shall include  termination  because of the  Executive's  personal
      dishonesty,  incompetence,  willful  misconduct,  breach of fiduciary duty
      involving personal profit,  intentional  failure to perform stated duties,
      willful  violation  of any law rule,  or  regulation  (other than  traffic
      violations  or  similar  offenses)  or final  cease-and-desist  order,  or
      material breach of any provision of this Agreement.

1.10  "Change in Control"  shall mean a change in control of a nature that:  (i)
      would be  required  to be reported in response to Item 1(a) of the current
      report on Form 8-K, as in effect on the date  hereof,  pursuant to Section
      13 or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange  Act");
      or (ii) results in a Change in Control of the  Association  or the Company
      within the meaning of the Home Owners' Loan Act, as amended ("HOLA"),  and
      applicable rules and regulations promulgated  thereunder,  as in effect at
      the time of the Change in  Control;  or (iii)  without  limitation  such a
      Change in Control shall be deemed to have occurred at such time as (a) any
      "person" (as the term is used in Sections  13(d) and 14(d) of the Exchange
      Act) is or becomes the "beneficial  owner" (as defined in Rule 13d-3 under
      the Exchange Act),  directly or  indirectly,  of securities of the Company
      representing  25% or  more  of the  combined  voting  power  of  Company's
      outstanding   securities  except  for  any  securities  purchased  by  the
      Association's  employee stock  ownership plan or trust; or (b) individuals
      who constitute the Board on the date hereof (the "Incumbent  Board") cease
      for any reason to  constitute at least a majority  thereof,  provided that
      any  person  becoming  a  director  subsequent  to the date  hereof  whose
      election  was  approved  by a  vote  of at  least  three-quarters  of  the
      directors comprising the Incumbent Board, or whose nomination for election
      by  the  Company's  stockholders  was  approved  by  the  same  Nominating
      Committee serving under an Incumbent Board, shall be, for purposes of this
      clause (b),  considered as though he were a member of the Incumbent Board;
      or (c) a plan of  reorganization,  merger,  consolidation,  sale of all or
      substantially  all the assets of the Association or the Company or similar
      transaction  in which the  Association  or  Company  is not the  surviving
      corporation  occurs;  or (d) a proxy  statement  soliciting  proxies  from
      stockholders  of the Company,  by someone  other than the current Board of
      Directors  of the  Company,  seeking  stockholder  approval  of a plan  of
      reorganization,   merger  or  consolidation  of  the  Company  or  similar
      transaction  with  one or more  corporations  as a  result  of  which  the
      outstanding shares of the common stock of the Company are exchanged for or
      converted  into cash or property or securities  not issued by the Company;
      or (e) a tender offer is made for 25% or more of the voting  securities of
      the Company and the shareholders  owning  beneficially or of record 25% or
      more of the outstanding securities of the Company have tendered or offered
      to sell their  shares  pursuant  to such  tender  offer and such  tendered
      shares have been accepted by the tender offeror.


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1.11  "Children"  means the Executive's  children,  or the issue of any deceased
      Children, then living at the time payments are due the Children under this
      Agreement.  The term  "Children"  shall  include  both natural and adopted
      Children.

1.12  "Code" means the Internal Revenue Code of 1986, as amended.

1.13  "Disability  Benefit" means the monthly  benefit  payable to the Executive
      following a  determination,  in accordance with Subsection 3.6, that he is
      no longer able, properly and satisfactorily,  to perform his duties at the
      Bank.  The  Disability  Benefit  shall be equal  to the  Accrued  Benefit,
      annuitized using the Interest Factor and paid over the Payout Period.

1.14  "Effective Date" of this Agreement shall be January 1, 2004.

1.15  "Estate" means the estate of the Executive.

1.16  "Executive"  means the executive officer who is designated by the Board to
      participate in the Plan.

1.21  "Holding Company" means Sound Federal Bancorp, Inc.

1.22  "Interest  Factor"  unless  specifically   designated  otherwise  in  this
      Subsection or in another place in this Agreement, means annual compounding
      or  discounting,  as  applicable,  at six percent  (6%).  For  purposes of
      determining  the present value of the amount  necessary to contribute to a
      rabbi  trust to fund the  Executive's  benefit in the event of a Change in
      Control, the Interest Factor shall mean 120% of the semiannual  applicable
      federal rate (AFR) as determined under Code section 1274(d).

1.23  "Normal  Retirement  Age"  shall be the  birthday  on which the  Executive
      attains the age set forth in such Executive's  NON-QUALIFIED  SUPPLEMENTAL
      EXECUTIVE RETIREMENT JOINDER AGREEMENT.

1.24  "Payout  Period"  means  the time  frame  during  which  benefits  payable
      hereunder  shall  be  distributed.  Payments  generally  shall  be made in
      monthly  installments  commencing  within  thirty (30) days  following the
      occurrence of the event which triggers distribution and shall continue for
      the longer of One Hundred Eighty (180) months or the Executive's lifetime.
      In certain  cases set forth  herein,  an  Executive's  (or  Beneficiary's)
      benefit shall be paid in a single lump payment.

1.20  "Plan Year" shall mean the calendar year.

1.21  "Spouse" means the individual to whom the Executive is legally  married at
      the  time of the  Executive's  death,  provided,  however,  that  the term
      "Spouse" shall not refer to an individual to whom the Executive is legally
      married at the time of death if the  Executive  and such  individual  have
      entered into a formal separation  agreement (provided that such separation
      agreement  does not provide  otherwise  or state that such  individual  is
      entitled  to a portion of the  benefit  hereunder)  or  initiated  divorce
      proceedings.

1.22  "Supplemental  Retirement  Benefit"  means an annual amount (before taking
      into account federal and state income taxes),  payable to the Executive in
      monthly  installments  throughout the Payout  Period,  equal to the amount
      designated in the Joinder Agreement.  The Supplemental  Retirement Benefit
      shall be calculated annually,  based on certain actuarial assumptions,  as
      the difference  between (i) the benefit the Executive would be entitled to
      receive  upon  retirement  at his Normal  Retirement  Age under the Bank's
      tax-qualified  defined  benefit  pension plan and employee stock


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      ownership plan without giving  consideration  to the  limitations  imposed
      under Code Sections  401(a)(17) and 415 (the "Applicable  Limitations") on
      such benefits and  contributions and (ii) the amount that the Executive is
      actually  entitled to receive at such time as the result of the Applicable
      Limitations.

1.23  "Survivor's  Benefit" means an annual amount payable to the Beneficiary in
      monthly  installments  throughout the Payout  Period,  equal to the amount
      designated in the Executive's Joinder Agreement.

                                   SECTION II
                          ESTABLISHMENT OF RABBI TRUST

      The Bank may  establish a rabbi  trust into which the Bank may  contribute
assets which shall be held, subject to the claims of the Bank's creditors in the
event of the Bank's  "Insolvency" as defined in the agreement which  establishes
such rabbi trust,  until the  contributed  assets are paid to the Executives and
their  Beneficiaries  in such  manner  and at such  times as  specified  in this
Agreement.  The Bank may make  contributions  to the rabbi  trust to provide the
Bank  with a source of funds to assist it in  meeting  the  liabilities  of this
Agreement.  The rabbi trust and any assets  held  therein  shall  conform to the
terms of the rabbi trust agreement which may be established in conjunction  with
this Agreement.  To the extent the language in this Agreement is modified by the
language in the rabbi trust agreement, the rabbi trust agreement shall supersede
this  Agreement.  In the  event of a Change in  Control  or  imminent  Change in
Control,  the Bank shall  establish a rabbi  trust (if none has been  previously
established  hereunder)  and shall  transfer  to the rabbi  trust  prior to such
Change in Control,  the present value of an amount  sufficient to fully fund the
Supplemental Retirement Benefit for each Executive covered by this Agreement.

                                   SECTION III
                                    BENEFITS

3.1   Retirement  Benefit.  If the  Executive  is in service with the Bank until
      reaching his Normal Retirement Age, the Executive shall be entitled to the
      Supplemental  Retirement  Benefit.  Such  benefit  shall  commence  on the
      Executive's  Benefit  Eligibility  Date and shall be  payable  in  monthly
      installments throughout the Payout Period. In the event the Executive dies
      at any time  after  attaining  his  Normal  Retirement  Age,  but prior to
      completion  of all such payments due and owing  hereunder,  the Bank shall
      pay  to  the  Executive's   Beneficiary  a  continuation  of  the  monthly
      installments for the remainder of the Payout Period.

3.2   Death  Prior to Normal  Retirement  Age.  If the  Executive  dies prior to
      attaining his Normal  Retirement  Age but while  employed at the Bank, the
      Executive's  Beneficiary shall be entitled to the Survivor's Benefit.  The
      Survivor's   Benefit  shall  commence  within  thirty  (30)  days  of  the
      Executive's death and shall be payable in monthly installments  throughout
      the Payout Period.

3.3   Involuntary Termination (Other Than for Cause) or Voluntary Termination of
      Employment.  If the Executive's  employment with the Bank is involuntarily
      terminated  prior to the attainment of his Normal  Retirement Age, for any
      reason  other  than for  Cause,  the  Executive's  death,  disability,  or
      following a Change in Control (as defined),  or the Executive  voluntarily
      terminates his  employment,  the Executive (or his  Beneficiary)  shall be
      entitled to the Accrued  Benefit  relating to Executive at the time of the
      Executive's termination of employment.  Such benefit shall commence at the
      Executive's Normal Retirement Age, shall be annuitized (using the Interest
      Factor)  and be  payable  in monthly  installments  throughout  the Payout
      Period.  In  the  event  the  Executive  dies  prior  to  commencement  or
      completion  of all such payments due and owing  hereunder,  the Bank shall
      pay  to  the  Executive's   Beneficiary  a  continuation  of  the  monthly


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      installments  for the  remainder  of the  Payout  Period.  Notwithstanding
      anything to the contrary herein,  the  Administrator  may determine to pay
      the  Executive's  Accrued  Benefit to the  Executive  in a lump sum within
      sixty (60) days of his termination.

3.4   Termination  of  Service  Related to a Change in  Control.  If a Change in
      Control occurs,  and thereafter the  Executive's  employment is terminated
      (either voluntarily or involuntarily),  the Executive shall be entitled to
      the  Supplemental  Retirement  Benefit as if the  Executive  had  remained
      employed by the Bank (or its  successor)  until  attainment  of his Normal
      Retirement  Age.  Such benefit shall  commence  within thirty (30) days of
      such termination and shall be payable in monthly  installments  throughout
      the Payout Period.  In the event that the Executive dies at any time after
      termination of employment,  but prior to commencement or completion of all
      such payments due and owing hereunder,  the Bank, or its successor,  shall
      pay  to  the  Executive's   Beneficiary  a  continuation  of  the  monthly
      installments for the remainder of the Payout Period.

3.5   Termination  for Cause.  If the  Executive is  terminated  for Cause,  all
      benefits under this Agreement  shall be forfeited and this Agreement shall
      become null and void as to such Executive.

3.6   Disability  Benefit.   Notwithstanding  any  other  provision  hereof,  if
      requested by the Executive and approved by the Board (which approval shall
      not be unreasonably withheld),  the Executive shall be entitled to receive
      the Disability Benefit hereunder, in any case in which it is determined by
      a duly licensed  physician  selected by the Bank, that the Executive is no
      longer able, properly and satisfactorily, to perform his regular duties as
      an  Executive,  because of ill  health,  accident,  disability  or general
      inability due to age. If the Executive's service is terminated pursuant to
      this paragraph and Board approval is obtained,  the Executive may elect to
      receive  the  Disability  Benefit in lieu of any other  benefit  available
      under Section III, which is not available prior to the Executive's Benefit
      Eligibility Date. The Disability  Benefit shall be paid within thirty (30)
      days  following  the  above-mentioned  disability  determination.  At  the
      Executive's request,  and upon Board approval,  the Disability Benefit may
      be paid in a lump sum. In the event the  Executive  dies at any time after
      termination  of employment  due to disability  but prior to payment of the
      Disability  Benefits,  the Bank  shall pay the  Survivor's  Benefit to the
      Executive's   Beneficiary.   The  determination  regarding  payment  of  a
      Disability  Benefit or payment of the Disability  Benefit in a lump sum is
      within the sole discretion of the Board.

                                   SECTION IV
                             BENEFICIARY DESIGNATION

      The Executive  shall make an initial  designation of primary and secondary
Beneficiaries  upon execution of his Joinder  Agreement and shall have the right
to change  such  designation,  at any  subsequent  time,  by  submitting  to the
Administrator  in  substantially  the form  attached as Exhibit A to the Joinder
Agreement,  a written  designation of primary and secondary  Beneficiaries.  Any
Beneficiary  designation  made subsequent to execution of the Joinder  Agreement
shall become  effective only when receipt  thereof is acknowledged in writing by
the Administrator.

                                    SECTION V
                          EXECUTIVE'S RIGHT TO ASSETS:
                     ALIENABILITY AND ASSIGNMENT PROHIBITION

      At no time shall the Executive be deemed to have any lien, right, title or
interest in or to any specific  investment  or asset of the Bank.  The rights of
the  Executive,  any  Beneficiary,  or any other  person  claiming  through  the
Executive  under this Agreement,  shall be solely those of an unsecured  general
creditor  of the Bank.  The  Executive,  the  Beneficiary,  or any other  person
claiming  through the  Executive,


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shall only have the right to receive  from the Bank those  payments so specified
under this  Agreement.  Neither the  Executive  nor any  Beneficiary  under this
Agreement  shall  have  any  power or right  to  transfer,  assign,  anticipate,
hypothecate,  mortgage,  commute, modify or otherwise encumber in advance any of
the benefits  payable  hereunder,  nor shall any of said  benefits be subject to
seizure for the payment of any debts, judgments, alimony or separate maintenance
owed by the Executive or his  Beneficiary,  nor be  transferable by operation of
law in the event of bankruptcy, insolvency or otherwise.

                                   SECTION VI
                                 ACT PROVISIONS

6.1   Named Fiduciary and  Administrator.  The Bank shall be the Named Fiduciary
      and   Administrator   (the   "Administrator")   of  this   Agreement.   As
      Administrator,  the Bank shall be responsible for the management,  control
      and   administration   of  the  Agreement  as  established   herein.   The
      Administrator may delegate to others certain aspects of the management and
      operational responsibilities of the Agreement, including the employment of
      advisors  and  the   delegation   of   ministerial   duties  to  qualified
      individuals.

6.2   Claims  Procedure and  Arbitration.  In the event that benefits under this
      Agreement are not paid to the Executive (or to his Beneficiary in the case
      of the  Executive's  death) and such  claimants  feel they are entitled to
      receive  such  benefits,  then  a  written  claim  must  be  made  to  the
      Administrator  within sixty (60) days from the date  payments are refused.
      The  Administrator  shall  review the  written  claim and, if the claim is
      denied, in whole or in part, they shall provide in writing,  within thirty
      (30) days of  receipt  of such  claim,  their  specific  reasons  for such
      denial,  reference  to the  provisions  of this  Agreement  or the Joinder
      Agreement upon which the denial is based,  and any additional  material or
      information  necessary to perfect the claim.  Such writing by the Bank and
      its Board of Directors shall further  indicate the additional  steps which
      must be  undertaken  by  claimants  if an  additional  review of the claim
      denial is desired.

      If claimants desire a second review,  they shall notify the  Administrator
      in writing  within thirty (30) days of the first claim  denial.  Claimants
      may review this Agreement, the Joinder Agreement or any documents relating
      thereto  and submit any issues and  comments,  in  writing,  they may feel
      appropriate.  In its sole discretion,  the Administrator shall then review
      the second claim and provide a written decision within thirty (30) days of
      receipt of such claim.  This decision shall state the specific reasons for
      the decision and shall  include  reference to specific  provisions of this
      Agreement or the Joinder Agreement upon which the decision is based.

      If claimants  continue to dispute the benefit  denial based upon completed
      performance of this Agreement and the Joinder Agreement or the meaning and
      effect  of the  terms  and  conditions  thereof,  it shall be  settled  by
      arbitration  administered  by the AAA  under  its  Commercial  Arbitration
      Rules,  and  judgment on the award  rendered by the  arbitrator(s)  may be
      entered in any court having jurisdiction thereof.

                                   SECTION VII
                                  MISCELLANEOUS

7.1   No Effect on Employment Rights.  Nothing contained herein will confer upon
      the  Executive  the right to be  retained  in the  service of the Bank nor
      limit  the  right of the Bank to  discharge  or  otherwise  deal  with the
      Executive without regard to the existence of the Agreement.


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7.2   State Law.  The  Agreement  is  established  under,  and will be construed
      according  to, the laws of the State of New York,  to the extent such laws
      are not preempted by the Act and valid regulations published thereunder.

7.3   Severability and  Interpretation  of Provisions.  In the event that any of
      the provisions of this Plan or portion hereof,  are held to be inoperative
      or invalid by any court of  competent  jurisdiction,  or in the event that
      any legislation  adopted by any governmental body having jurisdiction over
      the Bank would be  retroactively  applied to  invalidate  this plan or any
      provision hereof or cause the benefits hereunder to be taxable,  then: (1)
      insofar as is reasonable, effect will be given to the intent manifested in
      the  provisions  held  invalid or  inoperative,  and (2) the  validity and
      enforceability  of the remaining  provisions will not be affected thereby.
      In the event that the intent of any  provision  shall need to be construed
      in a manner to avoid taxability,  such  construction  shall be made by the
      plan  administrator  in a manner that would manifest to the maximum extent
      possible the original meaning of such provisions.

7.4   Incapacity  of   Recipient.   In  the  event  the  Executive  is  declared
      incompetent  and a conservator  or other person  legally  charged with the
      care of his  person  or  Estate  is  appointed,  any  benefits  under  the
      Agreement  to  which  such  Executive  is  entitled  shall be paid to such
      conservator or other person legally charged with the care of his person or
      Estate.

7.5   Unclaimed  Benefit.  The  Executive  shall keep the Bank  informed  of his
      current  address  and the  current  address of his  Beneficiaries.  If the
      location of the Executive is not made known to the Bank within three years
      after the date upon which any payment of any  benefits  may first be made,
      the Bank shall delay payment of the Executive's  benefit  payment(s) until
      the location of the Executive is made known to the Bank; however, the Bank
      shall only be obligated to hold such benefit  payment(s) for the Executive
      until the expiration of three (3) years.  Upon expiration of the three (3)
      year  period,  the Bank may  discharge  its  obligation  by payment to the
      Executive's Beneficiary. If the location of the Executive's Beneficiary is
      not  made  known  to the Bank by the end of an  additional  two (2)  month
      period  following  expiration  of the three (3) year period,  the Bank may
      discharge its obligation by payment to the Executive's Estate. If there is
      no Estate in existence  at such time or if such fact cannot be  determined
      by the  Bank,  the  Executive  and his  Beneficiary(ies)  shall  thereupon
      forfeit any rights to the balance,  if any, of any  benefits  provided for
      such Executive and/or Beneficiary under this Agreement.

7.6   Limitations on Liability.  Notwithstanding any of the preceding provisions
      of the Agreement, no individual acting as an employee or agent of the Bank
      or the Holding Company, or as a member of the Board of the Bank or Holding
      Company  shall be  personally  liable to the Executive or any other person
      for any claim, loss,  liability or expense incurred in connection with the
      Agreement.

7.7   Gender.  Whenever in this  Agreement  words are used in the  masculine  or
      neuter  gender,  they  shall be read and  construed  as in the  masculine,
      feminine or neuter gender, whenever they should so apply.

7.8   Effect on Other Corporate  Benefit  Agreements.  Nothing contained in this
      Agreement  shall affect the right of the Executive to participate in or be
      covered by any qualified or non-qualified pension,  profit sharing, group,
      bonus or other  supplemental  compensation  or  fringe  benefit  agreement
      constituting  a  part  of  the  Bank's  existing  or  future  compensation
      structure.

7.9   Suicide.  Notwithstanding  anything to the contrary in this Agreement, the
      benefits otherwise provided herein shall not be payable and this Agreement
      shall become null and void if the


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      Executive's  death  results from suicide,  whether sane or insane,  within
      twenty-six (26) months after the execution of his Joinder Agreement.

7.10  Inurement.  This  Agreement  shall be binding  upon and shall inure to the
      benefit of the Bank, its successors  and assigns,  and the Executive,  his
      successors, heirs, executors, administrators, and Beneficiaries.

7.11  Tax  Withholding.  The Bank may withhold  from any benefits  payable under
      this  Agreement  all  federal,  state,  city,  or other  taxes as shall be
      required pursuant to any law or governmental regulation then in effect.

7.12  Headings.  Headings and  sub-headings  in this  Agreement are inserted for
      reference  and  convenience  only and  shall  not be deemed a part of this
      Agreement.

                                  SECTION VIII
                              AMENDMENT/REVOCATION

      This Agreement  shall not be amended,  modified or revoked at any time, in
whole or part, without the mutual written consent of the Executive and the Bank,
and such mutual  consent  shall be required  even if the  Executive is no longer
employed by the Bank.

                                   SECTION IX
                                    EXECUTION

9.3   This Agreement sets forth the entire  understanding  of the parties hereto
      with respect to the  transactions  contemplated  hereby,  and any previous
      agreements  or  understandings  between the parties  hereto  regarding the
      subject matter hereof are merged into and superseded by this Agreement.

9.4   This Agreement shall be executed in triplicate,  each copy of which,  when
      so executed  and  delivered,  shall be an  original,  but all three copies
      shall together constitute one and the same instrument.

                     [Remainder of Page Intentionally Blank]


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      IN WITNESS  WHEREOF,  the Bank and the  Holding  Company  have caused this
Agreement to be executed on this 1st day of April 2004.

ATTEST:                                     SOUND FEDERAL SAVINGS

/s/ Anthony J. Fabiano                      By:  /s/ Bruno J. Gioffre
----------------------                           --------------------
Secretary                                   Title:  Chairman

ATTEST:                                     SOUND FEDERAL BANCORP, INC.

/s/ Anthony J. Fabiano                      By:  /s/ Bruno J. Gioffre
----------------------                           --------------------
Secretary                                   Title:  Chairman


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<PAGE>

        NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT JOINDER AGREEMENT

      I, Anthony J. Fabiano, and SOUND FEDERAL SAVINGS hereby agree for good and
valuable consideration,  the value of which is hereby acknowledged, that I shall
participate in the Non-qualified  Supplemental  Executive  Retirement  Agreement
("Agreement")  established as of January 1, 2004, by SOUND FEDERAL  SAVINGS,  as
such  Agreement may now exist or hereafter be modified,  and do further agree to
the terms and conditions thereof.

      I understand that I must execute this Non-qualified Supplemental Executive
Retirement  Joinder  Agreement  ("Joinder  Agreement")  as  well as  notify  the
Administrator of such execution in order to participate in the Agreement.

      I  understand  that  if I  retire  on or  after  attainment  of my  Normal
Retirement  Age of 65,  I  shall  be  entitled  to the  Supplemental  Retirement
Benefit,  calculated in accordance with Subsections 1.22 and 3.1, and subject to
all relevant  provisions of the Agreement.  My Supplemental  Retirement  Benefit
payable  at my Normal  Retirement  Age is  presently  projected  to be  $82,600,
provided,  however,  my  actual  Supplemental  Retirement  Benefit  at my Normal
Retirement Age may be a greater or smaller amount.

      I  understand  that my  annual  Survivor's  Benefit  shall  be equal to my
Supplemental  Retirement  Benefit,  as calculated in accordance with Subsections
1.22 and 3.1 on the day immediately prior to my death, and subject to Subsection
3.2 and all relevant provisions of the Agreement.

      I further  understand that I am entitled to review or obtain a copy of the
Agreement, at any time, and may do so by contacting the Bank.

      This Joinder  Agreement shall become  effective upon execution  (below) by
both the Executive and a duly authorized officer of the Bank.

      Dated this 1st day of April, 2004.

/s/ Anthony J. Fabiano
--------------------------------
Anthony J. Fabiano

/s/ Richard P. McStravick
--------------------------------
(Bank's duly authorized Officer)


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