FINANCIAL INSTITUTION EXECUTIVE'S AGREEMENT
                                    Agreement

     AGREEMENT  made this 8th day of December 2005, by and between SOUND FEDERAL
SAVINGS,  which has its principal office at 1311 Mamaroneck  Avenue,  Suite 190,
White Plains,  New York  (hereinafter  referred to as the "Bank") and ANTHONY J.
FABIANO  (hereinafter  referred to as the  "Employee").  Any reference herein to
"Company" shall mean Sound Federal Bancorp, Inc., a Delaware corporation, or any
successor thereto.

                                   Witnesseth:

     WHEREAS,  the  Employee  is  Chief  Financial  Officer  of the Bank and has
developed an intimate and thorough  knowledge of the Bank's business methods and
operations; and

     WHEREAS,  the retention of the Employee's services for and on behalf of the
Bank is of material  importance to the preservation and enhancement of the value
of the Bank's business; and

     WHEREAS, the Employee entered into an Employment Agreement with the Bank on
July 14, 1999 (the "Original Agreement"); and

     WHEREAS,  the  Employee  and the  Company  have  agreed to enter  into this
amended Agreement in order to bring the Original  Agreement into compliance with
Section 409A of the Internal Revenue Code (the "Code").

     NOW, THEREFORE,  in consideration of the mutual covenants set forth in this
Agreement, the Bank and the Employee agree as follows:

     Section  1.  Employment  Term.  The  Bank  employs  the  Employee  as Chief
Financial  Officer and the Employee accepts this employment and agrees to render
services to the Bank on the terms and  conditions  set forth in this  Agreement.
Commencing  on  January  1,  2006  (the  "Anniversary   Date"  of  the  Original
Agreement),  and continuing at each Anniversary  Date thereafter,  the Agreement
shall renew for an additional  year such that the remaining  term shall be three
(3) years unless  written notice is provided to Executive at least ten (10) days
and not more than sixty (60) days prior to any such  Anniversary  Date, that his
employment  shall  cease at the end of  thirty-six  (36) months  following  such
Anniversary  Date.  Prior to each notice  period for  non-renewal,  the Board of
Directors  ("Board")  of the  Bank  will  conduct  a  comprehensive  performance
evaluation  and review of the Executive for purposes of  determining  whether to
extend the Agreement,  and the results  thereof shall be included in the minutes
of the Board's meeting.

     Section 2. Duties.  The Employee shall perform  executive  services for the
Bank as may be  consistent  with the  Employee's  title,  along with those other
duties that may be assigned  from time to time by the Bank's Board of Directors.
During this Agreement's term, the Employee's full business time and best efforts
shall be devoted to the affairs  and  business  of the Bank,  as is  customarily
required  for the  position  of Chief  Financial  Officer.  The  services of the
Employee  shall  be  rendered  principally  in  White  Plains,  New York but the
Employee  shall do any  traveling  and render  services at such other present or
future offices on behalf of the Bank as may be reasonably required.

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     Section  3.  Restricted   Activities.   The  Employee  agrees  that  during
employment,  except with the express  consent of the Bank's Board of  Directors,
the Employee will not, directly or indirectly,  engage or participate in, become
a director of, or render advisory or other services for, or in connection  with,
or  become  interested  in,  or  make  any  financial  investment  in any  firm,
corporation,  business  entity  or  business  enterprise  competitive  with  any
business  of the  Bank;  provided,  however,  that  the  Employee  shall  not be
precluded or prohibited from owning passive investments,  including  investments
in the securities of other financial institutions, so long as ownership does not
require the Employee to devote  substantial time to management or control of the
other business or activities in which the Employee has invested.

     Section 4. Remedies. The Employee agrees and acknowledges that by virtue of
this employment,  the Employee will obtain and maintain an intimate knowledge of
the  Bank's   activities  and  affairs,   including   trade  secrets  and  other
confidential  matters. As a result, and also because of the special,  unique and
extraordinary  services that the Employee is capable of performing  for the Bank
or one of its  competitors,  the  Employee  recognizes  that the  services to be
rendered  are of a  character  giving them a peculiar  value,  the loss of which
cannot be  adequately  or reasonably  compensated  for by damages.  The Employee
agrees that if the Employee  fails to render to the Bank the services  required,
the Bank shall be entitled to immediate  injunctive or other equitable relief to
restrain the Employee,  in addition to any other  remedies to which the Bank may
be entitled under law.

     Section 5. Compensation.  The Bank will compensate and pay the Employee for
the Employee's  services during this  Agreement's  term a minimum base salary of
Two Hundred Fifteen Thousand Dollars ($215,000) for the year ending December 31,
2006.  Subsequent  annual  salary in amounts  determined  by the Bank's Board of
Directors from year to year shall be memorialized by a duly executed Addendum to
be appended hereto.

     Section 6.  Vacation.  The Employee shall be entitled to a vacation of four
(4) weeks per calendar year,  arranged to coordinate with the Employee's duties.
If for any reason the Employee's  full  entitlement is not taken in any calendar
year,  the unused portion  thereof shall be lost or deemed waived.  The Employee
shall also be entitled to observe holidays on which the Bank is closed.

     Section 7.  Benefits.  The Employee shall be entitled to participate in any
Bank plan relating to pension,  profit sharing,  or other  retirement  benefits,
along with any medical,  dental,  and life insurance  coverage or  reimbursement
plans that the Bank may adopt for its employees. The Employee shall be permitted
to participate in the Bank's medical,  dental,  and life insurance  coverage and
reimbursement  plans to the extent that such plans exist and as constituted from
time  to  time  until  the  Employee's  death;  provided,  however,  that if the
employment  of the Employee is  terminated by the Employee for "good reason" (as
defined in Section  11(g) hereof) or by the Bank other than for "just cause" (as
defined in Section 11(a) hereof) prior to the  attainment of age 70, he shall be
entitled  to  participate  in such plans until age 70, to the same extent as set
forth in Section 11(l) hereof.

     Section  8.  Disability.  (a) If the  Employee  shall  become  disabled  or
incapacitated to the extent that the Employee is unable to perform the duties of
Chief  Financial  Officer,  the Employee shall continue to receive the following
percentages  of  compensation,  exclusive of any benefits which may be in effect
for Bank employees under this Agreement's Section 7 for the following periods of
the  Employee's  disability:  100 percent  for the first six (6) months,  and 60
percent thereafter for this Agreement's remaining term. Upon returning to active

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service  on a  full-time  basis,  the  Employee's  full  compensation  shall  be
reinstated  on a "go  forward"  basis.  Should  the  Employee  return  to active
employment on other than a full-time basis, then the Employee's compensation for
the remainder of the then existing term of  employment,  as set forth in Section
5,  shall be  reduced  on such  terms as the  Bank's  Board of  Directors  shall
determine.

     (b) There shall be deducted  from the amounts  paid to the  Employee  under
this Section  during any period of disability  any amounts  actually paid to the
Employee pursuant to any disability  insurance,  workers'  compensation or other
similar  program that the Bank has  instituted or may institute on behalf of its
employees  for the  purpose  of  compensating  the  Employee  for a  disability,
including  those  payable  under  disability  insurance  policies  covering  the
Employee issued by Commercial Union Insurance Company or any successor issuer(s)
or  policies,  but the Bank shall  continue  the  program of  reimbursement  and
payment of premiums as previously conducted.

     (c) For purposes of this Agreement,  and except to the extent prohibited by
Code Section 409A, the Employee shall be deemed disabled or incapacitated if the
Employee,  due to physical or mental illness, shall have been absent from duties
with the Bank on a full-time  basis for thirty (30) days provided,  that, if the
Employee shall not agree with a determination  to terminate the Employee because
of disability or  incapacity,  the question of the  Employee's  ability shall be
submitted to an impartial  and reputable  physician  selected by the parties and
such physician's determination regarding disability or incapacity shall be final
and binding.

     Section 9. Stock Options.  During this Agreement's  term, the Employee will
be entitled to  participate  in and  receive the  benefits of any stock  option,
profit sharing, or other plans,  benefits, and privileges given to employees and
executives of the Bank or its  subsidiaries  and  affiliates  that may come into
existence  to the  extent  commensurate  with the  Employee's  then  duties  and
responsibilities,  as fixed by the Bank's Board of Directors or any Committee of
the Board or of the Bank  selected  for this  purpose;  and,  to the  extent the
Employee is otherwise  eligible and qualifies,  to so participate in and receive
these  benefits  or  privileges.  The Bank  shall not make any  changes in these
plans,  benefits or privileges that would adversely affect the Employee's rights
or benefits  unless the change  occurs  pursuant to a program  applicable to all
Bank executive officers and does not result in a proportionately greater adverse
change in the rights of or benefits to the  Employee as compared  with any other
Bank  executive  officer.  Nothing  paid  to the  Employee  under  any  plan  or
arrangement  presently in effect or made available in the future shall be deemed
to be in lieu of the salary payable to the Employee pursuant to Section 5.

     Section 10.  Expenses.  The Bank shall  reimburse the Employee or otherwise
provide  for or pay for all  reasonable  expenses  incurred  by the  Employee in
furtherance of, or in connection with, the Bank's business,  including,  but not
by way of  limitation,  automobile  and  traveling  expenses and all  reasonable
entertainment  expenses  whether  incurred at the  Employee's  residence,  while
traveling, or otherwise, subject to reasonable limitations as may be established
by the Bank's Board of Directors,  provided these expenses are deductible by the
Bank for federal  income  taxation  purposes.  If these expenses are paid in the
first instance by the Employee, the Bank will reimburse the Employee.

     Section  11.  Termination.  (a) (1)  The  Bank's  Board  of  Directors  may
terminate the  Employee's  employment at any time,  but any  termination  by the
Bank's  Board of  Directors  other than  termination  for just cause,  shall not
prejudice the  Employee's  right to  compensation  or other  benefits  under the
Agreement.  The Employee  shall have no right to receive  compensation  or other

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benefits for any period after termination for just cause.  Termination for "just
cause" shall include termination because of the Employee'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.

     (2) If  the  Employee  is  suspended  and/or  temporarily  prohibited  from
participating  in the  conduct of the Bank's  affairs by a notice  served  under
section  8(e)(3)  or (g)(1) of the  Federal  Deposit  Insurance  Act (12  U.S.C.
1818(e)(3)  and (g)(1)) the Bank's  obligations  under this  Agreement  shall be
suspended as of the date of service unless stayed by appropriate proceedings. If
the charges in the notice are dismissed,  the Bank may in its discretion (i) pay
the  Employee  all or part  of the  compensation  withheld  while  its  contract
obligations  were  suspended and (ii) reinstate (in whole or in part) any of its
obligations which were suspended.

     (3)  If  the  Employee  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
section  8(e)(4)  or (g)(1) of the  Federal  Deposit  Insurance  Act (12  U.S.C.
1818(e)(4) or (g)(1)),  all  obligations of the Bank under this Agreement  shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

     (4) 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  paragraph  (b)(4) shall not affect any vested
rights of the contracting parties.

     (5) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued operation of the Bank:

     (i)  by the  Director  or his or her  designee,  at the  time  the  Federal
          Deposit  Insurance  Corporation  enters into an  agreement  to provide
          assistance to or on behalf of the Bank under the  authority  contained
          in section 13(c) of the Federal Deposit Insurance Act; or

     (ii) by the  Director or his or her  designee,  at the time the Director or
          his or her designee approves a supervisory  merger to resolve problems
          related to operation of the Bank or when the Bank is determined by the
          Director to be in an unsafe or unsound condition.

Any rights of the parties hereto that have already vested, however, shall not be
affected by such action.

     (b) In the event  employment  is  terminated  for just  cause  pursuant  to
Section  11(a),  the  Employee  shall  have no  right to  compensation  or other
benefits  for  any  period  after  the  termination  date.  If the  Employee  is
terminated  by the Bank other than for just cause  pursuant to Section 11(a) the
Employee's  right to  compensation  and other  benefits shall be as set forth in
Section 11(i).  If employment is terminated  for just cause,  the Employee shall

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have the right, at the Employee's  sole option,  to appear at the next scheduled
regular or special meeting of the Bank's Board of Directors at which a quorum of
the Board is present so that the Board may hear  argument  from the  Employee or
counsel or both and reconsider  the  termination.  The Board of Directors  shall
deliver to the Employee its reconsidered  determination in writing within twenty
(20) days after the meeting.  This  procedure  shall not prejudice the rights of
either party under Section 20.

     (c) The  Employee  shall  have the  right,  upon  prior  written  Notice of
Termination of not less than thirty (30) days and that  otherwise  satisfies the
requirements of Section 11(h), to terminate  employment,  but in this event, the
Employee shall have no right after the termination date to compensation or other
benefits as  provided  in this  Agreement,  unless the  termination  is for good
reason, as defined, pursuant to Section 11(g).

     (d) All obligations under this Agreement may be terminated: (i) by the FDIC
or successor or other  regulatory  agency at the time such agency enters into an
agreement to provide assistance to or on behalf of the Bank; and (ii) by the OTS
or successor or other regulatory  agency at the time that such agency approves a
supervisory  merger to resolve problems related to the Bank's operations or when
the Bank is  determined by the OTS or other agency to be in an unsafe or unsound
condition,  but the  Employee's  rights to  compensation  earned as of that date
shall not be affected.

     (e) If the Bank is in default,  as defined to mean an adjudication or other
official  determination  by a court of  competent  jurisdiction  or other public
authority pursuant to which a conservator, receiver, or other legal custodian is
appointed for the Bank for  liquidation  purposes,  all  obligations  under this
Agreement shall terminate as of the date of default,  but the Employee's  rights
to compensation earned as of the termination date shall not be affected.

     (f) In the event that the Employee is  terminated in a manner that violates
the provisions of Section 11(a), as determined by arbitration in accordance with
Section 20, the Employee shall be entitled to  reimbursement  for all reasonable
costs,   including  attorney's  fees,  in  challenging  the  termination.   This
reimbursement  shall be in  addition  to all  rights  to which the  Employee  is
otherwise entitled under this Agreement. Notwithstanding the above, the Employee
shall  be  entitled  to  indemnification  from  the  Bank  consistent  with  the
indemnification   permitted  by  the  OTS  Rules  and  Regulations  for  Federal
Associations,  codified  at 12  C.F.R.  Sec.  545.121,  and to the  full  extent
contemplated  by the Bank's  Bylaws.  In addition,  if the Employee  serves as a
director,  officer, or employee of any affiliate of the Bank, the Employee shall
be entitled to indemnification and exculpation from liability to the full extent
permitted  by  applicable  law,  and the  Bank  agrees  to cause  all  necessary
provisions to be included in, or changes made to, the Articles of  Incorporation
or Bylaws of these affiliates required to accomplish this.

     (g) The Employee may terminate  employment for good reason. For purposes of
this  Agreement,  "good reason" shall mean:  (1) a failure by the Bank to comply
with any material provision of this Agreement,  which failure has not been cured
within  ten (10) days  after a notice  of  noncompliance  has been  given by the
Employee  to the  Bank;  or (2)  any  purported  termination  of the  Employee's
employment which is not effected pursuant to a Notice of Termination  satisfying
the requirements of Section 11(h).

     (h) Any  termination  of the  Employee's  employment  by the Bank or by the
Employee  shall be  communicated  by written  Notice of Termination to the other
party only after any applicable grace period's  expiration that may be set forth
in this  Agreement.  For purposes of this  Agreement,  a "Notice of Termination"
shall mean a dated  notice which  shall:  (1) indicate the specific  termination
provision in the Agreement  relied upon; (2) set forth in reasonable  detail the
facts and circumstances claimed to provide a basis for the Employee's employment
termination  under the  provision so indicated;  (3) specify a termination  date

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which  shall be not less than  fifteen  (15) days nor more than thirty (30) days
after a Notice  of  Termination  is  given,  except  in the  case of the  Bank's
termination  of the  Employee's  employment  for just cause  pursuant to Section
11(a),  for which the Notice of Termination must specify that the termination is
effective immediately; and (4) be given in the manner specified in Section 14.

     (i) (1)If the Employee shall terminate  employment for good reason pursuant
to 11(g) or if the Bank terminates the Employee other than for just cause,  then
in lieu of any further salary payments to the Employee for periods subsequent to
the termination  date, the Bank shall pay as severance to the Employee an amount
equal to: three (3) times the Employee's average annual  compensation  (computed
on the basis of the most recent five (5) taxable years) paid to the Employee and
includable in the Employee's gross income for federal income tax purposes on the
date on which the termination  occurs,  this payment to be made in a lump sum on
or before the thirtieth (30) day following the termination date. However, in the
event the  Employee is  considered  a Specified  Employee as provided in Section
11(n),  this lump sum payment  will be made no earlier than the first day of the
seventh month  following the effective  date of the Employee's  Separation  from
Service, as defined in Section 11(m).

     (2) Notwithstanding any other provision of this Agreement,  in the event of
a Change in Control as  provided  in  Section  11(j),  the Bank shall pay to the
Employee  an amount  equal to:  three (3) times the  Employee's  average  annual
compensation  (computed on the basis of the most recent five (5) taxable  years)
paid to the Employee and includable in the  Employee's  gross income for federal
income tax purposes, with such payment to be made in a lump sum on the effective
date of the Change in Control.

     (3) If for any  reason  the  basis for  termination  of this  Agreement  or
payment  of amounts  under this  Section  is  disputed  by either  party to this
Agreement or any other person or agency, then pending resolution of any dispute,
within  three (3)  months  after  the due date of the  payment,  the Bank  shall
deliver the entire  amount  calculated  in  accordance  with this  Section to an
independent  trustee  to hold in an  interest  bearing  account in trust for the
benefit of the Employee and the Bank,  whichever may be  ultimately  entitled to
the same.  The  trustee  shall be a bank or savings  institution  other than the
Bank,  with deposits of at least  $250,000,000,  unrelated to any parties in the
dispute,  and disinterested in any transaction arising out of or engendering the
dispute.  If the  parties  are unable to agree upon a trustee  within  this time
period,  then either party may seek  immediate  relief from a court of competent
jurisdiction  without the  necessity  of first  resorting to  arbitration  under
Section  20. In  addition,  the Bank  agrees  that the  Employee  would  have no
adequate remedy at law for breach of these  obligations,  and the Employee shall
be entitled to immediate  injunctive and other  appropriate  equitable relief to
enforce the same without the necessity of first  resorting to arbitration  under
Section 20.

     (4) Any  payments  made to the  Employee  pursuant  to  this  Agreement  or
otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section
1828(k) and any regulations promulgated thereunder.  Notwithstanding anything to
the contrary herein,  the Employee shall only be entitled to a payment under the
first  to  occur  of  (i)(1)  or  (i)(2)  above.  Payments  under  one of  these
alternatives shall preclude any payments under the other.

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     (j) For purposes of this  Agreement,  a Change in Control of the Company or
the Bank shall mean (i) a change in  ownership  of the Company or the Bank under
paragraph (1) below, or (ii) a change in effective control of the Company or the
Bank  under  paragraph  (2)  below,  or (iii) a  change  in the  ownership  of a
substantial portion of the assets of the Company or the Bank under paragraph (3)
below:

     (1) Change in the  ownership  of the  Company or the Bank.  A change in the
ownership  of the  Company  or the Bank  shall  occur  on the date  that any one
person,  or more  than one  person  acting as a group (as  defined  in  Proposed
Treasury  Regulation  Section   1.409A-3(g)(5)(v)(B)  or  subsequent  guidance),
acquires ownership of stock of the corporation that, together with stock held by
such person or group,  constitutes more than 50 percent of the total fair market
value or total voting power of the stock of such corporation.

     (2) Change in the effective control of the Company or the Bank. A change in
the  effective  control of the  Company or the Bank shall occur on the date that
either (i) any one person, or more than one person acting as a group (as defined
in Proposed  Treasury  Regulation  Section  1.409A-3(g)(5)(v)(B)  or  subsequent
guidance),  acquires (or has acquired  during the 12-month  period ending on the
date of the most recent  acquisition  by such person or  persons)  ownership  of
stock of the corporation possessing 35 percent or more of the total voting power
of the  stock  of  such  corporation;  or  (ii) a  majority  of  members  of the
corporation's  board of  Directors  is replaced  during any  12-month  period by
Directors  whose  appointment  or election is not  endorsed by a majority of the
members  of the  corporation's  board  of  Directors  prior  to the  date of the
appointment or election,  provided that this  sub-section  (ii) is  inapplicable
where a majority shareholder of the Company or the Bank is another corporation.

     (3) Change in the  ownership of a  substantial  portion of the Company's or
the Bank's  assets.  A change in the ownership of a  substantial  portion of the
Company or the Bank's  assets  shall occur on the date that any one  person,  or
more  than one  person  acting  as a group  (as  defined  in  Proposed  Treasury
Regulation Section  1.409A-3(g)(5)(v)(B)  or subsequent guidance),  acquires (or
has acquired  during the 12-month  period  ending on the date of the most recent
acquisition by such person or persons) assets from the  corporation  that have a
total  gross  fair  market  value  equal to or more than 40 percent of the total
gross fair market value of (i) all of the assets of the Company or the Bank,  or
(ii) the value of the assets being  disposed of,  either of which is  determined
without regard to any liabilities associated with such assets.

     (4) For all purposes  hereunder,  the definition of Change in Control shall
be  construed  to be  consistent  with the  requirements  of  Proposed  Treasury
Regulation Section 1.409A-3(g) or subsequent guidance, except to the extent that
such proposed regulations are superseded by subsequent guidance.

     (k) The  Employee  shall not be  required  to  mitigate  the  amount of any
payment  provided  for in  Section  11(i)(1)  by  seeking  other  employment  or
otherwise.  No other employment or compensation  from other sources or employers
shall affect or reduce the amounts or  obligations  of the Bank to make payments
or provide the benefits or arrangements to the Employee under this Agreement.

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     (l)  Notwithstanding  any  provision  in this  Agreement,  in the  event of
termination by the Employee for "good reason" or by the Bank other than for just
cause,  or in the  event of a Change  in  Control,  all then  existing  medical,
dental,  life insurance,  and other  applicable  benefit plans shall continue in
force for the  Employee's  benefit at the Bank's sole cost and expense until the
employee attains the age of 70 years,  provided,  however,  that if the Employee
shall  subsequently  receive  equivalent  medical or dental  coverage from a new
employer,  the Bank shall no longer be  obligated  to continue  to provide  such
coverage.

     (m)  "Separation  from Service"  shall mean,  consistent  with Code Section
409A(2)(a)(i),  the Employee's death, retirement,  or termination of employment.
No Separation from Service shall be deemed to occur due to military leave,  sick
leave or other  bona fide  leave of absence if the period of such leave does not
exceed six months or, if longer, so long as the Employee's right to reemployment
is  provided  by law or  contract.  If the  leave  exceeds  six  months  and the
Employee's right to reemployment is not provided by law or by contract, then the
Employee shall be have a Separation  from Service on the first date  immediately
following such six-month  period.  The Employee shall not be treated as having a
Separation  from  Service  if the  Employee  provides  more  than  insignificant
services for the Company and Bank following the  Employee's  actual or purported
termination of employment  with the Company and Bank.  Services shall be treated
as not being insignificant if such services are performed at an annual rate that
is at least equal to 20 percent of the services rendered by the Employee for the
Company  and Bank,  on  average,  during the  immediately  preceding  three full
calendar years of employment (or if employed less than three years, such shorter
period of employment) and the annual base  compensation  for such services is at
least equal to 20 percent of the average  base  compensation  earned  during the
final three full calendar  years of  employment  (or if employed less than three
years,  such shorter  period of  employment).  Where the  Employee  continues to
provide services to a previous employer in a capacity other than as an employee,
a Separation from Service will not be deemed to have occurred if the Employee is
providing  services at an annual rate that is 50 percent or more of the services
rendered,  on average,  during the immediate preceding three full calendar years
of employment (or if employed less than three years, such lesser period) and the
annual base  compensation  for such services is 50 percent or more of the annual
base  compensation  earned  during  the  final  three  full  calendar  years  of
employment (or if less, such lesser period).

     (n) "Specified  Employee"  shall mean a "key employee" of a publicly traded
company, as defined in Code Section 416(i) or, if different,  within the meaning
of Code Section  409A and the  Proposed  Regulations  or other  guidance  issued
thereunder.

     Section 12. Other Benefits.  Notwithstanding  anything to the contrary, the
payment or obligation to pay any monies, or granting of any rights or privileges
to the Employee as provided in this Agreement shall not be in lieu or derogation
of the rights and privileges that the Employee now has under any plan or benefit
presently outstanding.

     Section 13. Agreement Changes. This Agreement may not be modified, changed,
amended,  or  altered  except  in  writing,  signed  by the  Employee  or by the
Employee's duly authorized representative, and by a duly authorized Bank officer
or Chairman of the Bank's Board of Directors.

     Section 14. Notices.  All notices given or required to be given shall be in
writing,  sent by United States first-class certified or registered mail, return

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receipt requested  postage prepaid,  to the Employee or to the Employee's spouse
or estate upon the Employee's death at the Employee's last-known address, and to
the Bank at its principal office.  All notices shall be effective when deposited
in the mail in the manner specified in this Section. Either party by a notice in
writing may change or designate the place for receipt of all notices.

     Section 15. Waiver of Rights. No course of conduct between the Bank and the
Employee  and no delay or omission of the Bank or the  Employee to exercise  any
right or power  given  under this  Agreement  shall:  (i) impair the  subsequent
exercise  of any  right or  power;  or (ii) 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 a
continuing  default or of any other right or power that shall have  arisen;  and
every power and remedy  granted by law and by this Agreement to any party may be
exercised from time to time, and as often as may be deemed expedient. All of the
rights and powers shall be cumulative to the fullest extent permitted by law.

     Section 16. Prior Agreements.  This Agreement  supersedes any and all prior
Employment  Agreements  written or verbal,  between the parties all of which are
cancelled.

     Section 17. Successors. This Agreement shall inure to the benefit of and be
binding upon the Employee, and, to the extent applicable,  the Employee's heirs,
assigns,  executors,  and  personal  representatives,  and  upon the  Bank,  its
successors, and assigns, including, without limitation, any person, partnership,
or corporation  that may acquire all or  substantially  all of the Bank's assets
and business,  or with or into which the Bank may be consolidated or merged, and
this provision shall apply in the event of any subsequent merger, consolidation,
or  transfer  unless  a  merger  or  consolidation   or  subsequent   merger  or
consolidation  is a  transaction  of the type that would  result in  termination
under sections 11(e) and 11(f).

     Section 18.  Assignment.  This Agreement is personal to each of the parties
and neither party may assign or delegate any of its rights or obligations  under
this Agreement without the prior written consent of the other party.

     Section  19.  Applicable  Law.  This  Agreement  shall be  governed  in all
respects  and be  interpreted  by and  under  the laws of the State of New York,
except to the extent that the law may be  preempted by  applicable  federal law,
including  regulations,  opinions,  or orders  duly issued by the OTS or FDIC or
successor  or other  regulatory  agency  ("Federal  Law"),  in which  event this
Agreement shall be governed and be interpreted by and under Federal Law.

     Section 20.  Arbitration.  Except as otherwise expressly provided elsewhere
in this  Agreement,  in the event that any  dispute  should  arise  between  the
parties as to the meaning, effect,  performance,  enforcement, or other issue in
connection with this Agreement, which dispute cannot be resolved by the parties,
except the question of Employee's  disability  under  Section 8(c),  the dispute
shall  be  decided  by  final  and  binding  arbitration  of a  panel  of  three
arbitrators  who  shall be  present  or former  executives  of  Federal  savings
institutions  located in the United States.  Proceedings in arbitration  and its
conduct shall be governed by the rules of the American  Arbitration  Association
("AAA")  applicable to commercial  arbitrations (the "Rules") except as modified
by this  Section.  The Employee  shall  appoint one  arbitrator,  the Bank shall
appoint one arbitrator,  and the third shall be appointed by the two arbitrators
appointed  by the parties.  The third  arbitrator  shall be impartial  and shall
serve as chairman of the panel.  The parties  shall  appoint  their  arbitrators

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<page>
within  thirty  (30) days after the demand for  arbitration  is served,  failing
which the AAA promptly shall appoint a defaulting  party's  arbitrator,  and the
two arbitrators shall select the third arbitrator within fifteen (15) days after
their appointment,  or if they cannot agree or fail to so appoint,  then the AAA
promptly shall appoint the third arbitrator.  The arbitrators shall render their
decision in writing within thirty (30) days after the close of evidence or other
termination of the  proceedings by the panel,  and the decision of a majority of
the  arbitrators  shall be final and binding  upon the  parties,  nonappealable,
except in  accordance  with the Rules and  enforceable  in  accordance  with the
Uniform  Arbitration  Act in  force in the  State of New York or any  applicable
successor legislation. Any hearings in the arbitration shall be held in the City
of White Plains, New York unless the parties shall agree upon a different venue,
and shall be private and not open to the public.  Each party shall bear the fees
and  expenses  of its  arbitrator,  counsel,  and  witnesses,  and the  fees and
expenses of the third  arbitrator  shall be shared  equally by the parties.  The
costs of the arbitration,  including the fees of AAA, shall be borne as directed
in the decision of the panel.

     Section 21. Separability. If for any reason, any section or portion of this
Agreement shall be held by a court to be invalid or unenforceable,  it is agreed
that this shall not affect any other section or portion of this Agreement.

     Section 22.  Source of Payments.  All payments  provided in this  Agreement
shall be timely  paid in cash or check from the general  funds of the Bank.  The
Company, however,  guarantees payment and provisions of all amounts and benefits
due  hereunder  to Employee  and, if such amounts and benefits due from the Bank
are not timely paid or provided by the Bank,  such amounts and benefits shall be
paid or provided by the Company.

                  [Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.


ATTEST:                                           SOUND FEDERAL SAVINGS


/s/ Richard P. McStravick                         /s/ Anthony J. Fabiano
-------------------------                        ------------------------


WITNESS:                                          EMPLOYEE:

/s/ Richard P. McStravick                         /s/ Bruno J. Gioffre
-------------------------                        -----------------------