AMENDED AND RESTATED
                      NON-QUALIFIED SUPPLEMENTAL EXECUTIVE
                              RETIREMENT AGREEMENT


                              SOUND FEDERAL SAVINGS
                             White Plains, New York










                      Originally Effective January 1, 2004
                     As Amended and Restated January 1, 2005

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                              AMENDED AND RESTATED
            NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

     This Amended and Restated  Non-qualified  Supplemental Executive Retirement
Agreement (the "Agreement"), which was originally effective as of the 1st day of
January,  2004,  formalizes the agreements by and between SOUND FEDERAL  SAVINGS
(the "Association"),  a federally chartered savings association, and certain key
employees,  hereinafter referred to as "Executive(s)," who shall be selected and
approved by the  Association  to participate in this Agreement by execution of a
Non-qualified  Supplemental  Executive  Retirement  Joinder Agreement  ("Joinder
Agreement") in a form provided by the Association.  SOUND FEDERAL BANCORP,  INC.
(the  "Holding  Company") is a party to this  Agreement  for the sole purpose of
guaranteeing the Association's  performance hereunder.  This Agreement is hereby
amended and restated  effective as of January 1, 2005,  in  accordance  with the
terms set forth herein.

                              W I T N E S S E T H :

     WHEREAS, the Association originally adopted this Non-Qualified Supplemental
Executive  Retirement Agreement effective as of January 1, 2004, for the benefit
of certain of its key Executives; and

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

     WHEREAS,  the  Association  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 Association,  for tax purposes and for purposes of
the Employee Retirement Income Security Act of 1974, as amended; and

     WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code")  requires  that  certain  types of  nonqualified  deferred  compensation
arrangements comply with its terms or be subject to current taxes and penalties;
and

     WHEREAS,  the Board of  Directors  of the  Association  (the  "Board")  now
desires to amend and restate the  Agreement  effective as of January 1, 2005, in
order to comply with Code Section 409A, and for certain other purposes.

     NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the Association 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).

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

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

1.4  "Association" means Sound Federal Savings and any successor thereto.

1.5  "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 mean, unless otherwise set forth herein,
     the later of (i) 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  Association,  unless
     specifically noted otherwise.

1.9  "Cause" means 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" of the Association shall mean (1) a change in ownership
     of the Association  under paragraph (i) below, or (2) a change in effective
     control of the  Association  under paragraph (ii) below, or (3) a change in
     the  ownership of a  substantial  portion of the assets of the  Association
     under paragraph (iii) below:

     (i)  Change in the ownership of the Association.  A change in the ownership
          of the  Association  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)),  acquires ownership
          of stock of the  corporation  that,  together  with stock held by such
          person or group,  constitutes  more than 50% of the total fair  market
          value or total voting power of the stock of such corporation.

     (ii) Change in the effective  control of the  Association.  A change in the
          effective  control  of the  Association  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)),  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%  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  Association  is
          another corporation.

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     (iii) Change in the ownership of a substantial portion of the Association's
          assets.  A change in the  ownership  of a  substantial  portion of the
          Association'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)),  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% of the total gross fair market value of (i) all of the assets
          of the Association, or (ii) the value of the assets being disposed of,
          either  of which  is  determined  without  regard  to any  liabilities
          associated with such assets.

     (iv) 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),  except to the extent that
          such proposed  regulations are superseded by subsequent  guidance.  In
          addition, for purposes of this Section 1.10 only,  "Association" shall
          be construed to mean also the Holding Company.

     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 "Disabled" means any case in which an Executive terminates  employment
          due to disability within the meaning of Proposed  Treasury  Regulation
          Section 1.409A-3(g)(4).

     1.14 "Disability   Benefit"  means  the  monthly  benefit  payable  to  the
          Executive  following a  determination,  in accordance  with Subsection
          3.6, that he is Disabled. The Disability Benefit shall be equal to the
          Accrued  Benefit,  annuitized  using the Interest Factor and paid over
          the Payout Period.

     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.

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

     1.18 "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).

     1.19 "Joinder Agreement" means the Executive's  Non-Qualified  Supplemental
          Executive Joinder Agreement.

     1.20 "Normal  Retirement  Age" shall be the birthday on which the Executive
          attains the age set forth in such Executive's Joinder Agreement.

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     1.21 "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 One Hundred  Eighty (180)  months.  In certain  cases set forth in
          Section 3.7 herein, an Executive's (or  Beneficiary's)  benefit may be
          paid earlier than the foregoing.

     1.22 "Plan Year" means the calendar year.

     1.23 "Separation from Service" means the Executive's  death,  retirement or
          termination of employment  with the  Association.  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 Executive's  right to
          reemployment is provided by law or contract.  If the leave exceeds six
          months and the  Executive's  right to  reemployment is not provided by
          law or by contract, then the Executive shall be have a Separation from
          Service on the first date immediately following such six-month period.

          The Executive shall not be treated as having a Separation from Service
          if the  Executive  provides more than  insignificant  services for the
          Association  following the Executive's actual or purported termination
          of employment with the  Association.  Services shall be treated as not
          being  insignificant  if such services are performed at an annual rate
          that  is at  least  equal  to  20%  of the  services  rendered  by the
          Executive  for the  Association,  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% 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  Executive  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  Executive  is
          providing  services  at an  annual  rate  that  is 50% 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% or more of the annual base compensation  earned during
          the final three full calendar  years of employment  (or if less,  such
          lesser period).

     1.24 "Specified  Employee"  means,  in the  event  the  Association  or any
          corporate parent is or becomes publicly traded, a Key Employee as such
          term is defined in Code Section  416(i)  without regard to paragraph 5
          thereof.

     1.25 "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.

     1.26 "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
          calculated 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  Association's
          tax-qualified   defined   benefit  pension  plan  and  employee  stock
          ownership plan without giving consideration to the limitations imposed
          under Code Sections 401(a)(17) and 415 (the "Applicable  Limitations")

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          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.

     1.27 "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  Association may establish a rabbi trust into which the Association may
contribute   assets  which  shall  be  held,   subject  to  the  claims  of  the
Association's  creditors  in the  event  of the  Association'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  Association  may
make  contributions  to the rabbi trust to provide the Association 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 Association
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  Association
     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
     commencement  or completion  of all such payments due and owing  hereunder,
     the Association 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 Association,
     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  experiences an involuntary  Separation  from
     Service  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, or if the Executive  experiences a voluntary
     Separation  from  Service,  the  Executive  (or his  Beneficiary)  shall be
     entitled to the Accrued  Benefit  relating to  Executive at the time of the
     Executive's  Separation  from Service.  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 Association shall pay to

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     the Executive's  Beneficiary a continuation of the monthly installments for
     the remainder of the Payout Period.

3.4  Change in Control.  If a Change in Control occurs prior to the  Executive's
     attainment of Normal Retirement Age, the Executive shall be entitled to the
     Supplemental  Retirement  Benefit as if the Executive had remained employed
     by the  Association  (or its  successor)  until  attainment  of his  Normal
     Retirement  Age. Such benefit shall commence within thirty (30) days of the
     Change in Control and shall be payable in monthly  installments  throughout
     the  Payout  Period.  In  the  event  that  the  Executive  dies  prior  to
     commencement  or completion  of all such payments due and owing  hereunder,
     the Association, or its successor, shall pay to the Executive's Beneficiary
     a continuation of the monthly  installments for the remainder of the Payout
     Period.  Notwithstanding the foregoing,  the Executive may elect to receive
     his Supplemental  Retirement  Benefit  following a Change in Control in the
     form of a lump sum payment, or in monthly  installments over a 5 or 10 year
     period  (provided,  however,  that such  alternative  forms of distribution
     shall be the actuarial  equivalent of monthly installments over 180 months)
     or to defer  commencement  of his  Supplemental  Retirement  Benefit  until
     attaining  his Normal  Retirement  Age.  The  Executive  shall make such an
     election on the Change in Control  Election Form attached hereto as Exhibit
     A. Such election, if made, shall be made no later than December 31, 2005.

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,  the
     Executive shall be entitled to receive the Disability Benefit hereunder, in
     any case in which it is determined that the Executive is Disabled.  In such
     event,  the Executive  shall receive the Disability  Benefit in lieu of any
     other benefit available under Section III. The Disability  Benefit shall be
     paid  commencing  on the date on which the  Executive is  determined  to be
     Disabled.  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  Association  shall  pay  the  Survivor's  Benefit  to  the
     Executive's Beneficiary.

3.7  Early Distributions.  Certain events unrelated to a Separation from Service
     or a Change in Control may cause Executive's  benefits hereunder to be paid
     before Executive's attainment of Normal Retirement Age.

     (a)  Conflicts of Interest.  To the extent  necessary to effect  compliance
          with a  certificate  of  divestiture  (within  the  meaning of Section
          1043(b)(2)  of the  Code),  the  Administrator  may  permit a lump sum
          payment of all or a portion of the Executive's Supplemental Retirement
          Benefit  otherwise  payable to the Executive or his Beneficiary.  Such
          lump sum payment shall be in lieu of the benefits that would otherwise
          be payable to the Executive or his Beneficiary.

     (b)  Domestic  Relations  Order.  To the extent required to comply with the
          terms of a domestic  relations  order  (within  the meaning of Section
          414(p) of the Code)  directed  to and served upon the  Agreement,  the
          Administrator  may  direct the  payment  of all or any  portion of the
          benefit  to  which  an  Executive  is  entitled  to at any  time or in
          accordance with any benefit payment  schedule set forth in such order.
          Such lump sum  payment  shall be in lieu of the  benefits  that  would
          otherwise be payable to the Executive or his Beneficiary.

3.8  Late Payments. Any payment due and payable under this Agreement that is not
     made  within  thirty  (30) days after the date on which it is first due and
     payable shall  continue to bear interest or other earnings from the date it
     is first due through the date of actual payment unless the delay in payment

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     results  solely  from an act or failure  to act on the part of the  payment
     recipient.  Where a delay in excess of thirty (30) days has occurred in the
     commencement  of any series of payments,  the first payment made shall also
     include any previous installments that are due.

3.9  Cashout of Small  Benefits  If at any time the total  present  value of the
     payment due and payable to a person under this Agreement  equals $10,000 or
     less,  such entire  present value shall be paid to the recipient as soon as
     practicable.  Any such payment shall be in full settlement of such person's
     interest under this Agreement.

3.10 Notwithstanding  anything in the Agreement to the  contrary,  to the extent
     required  under  Section  409A  of the  Code,  no  payment  to be made to a
     Specified  Employee  shall be made  sooner  than six (6) months  after such
     Specified Employee's Separation from Service.

                                   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  Association.  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  Association.  The Executive,  the  Beneficiary,  or any
other  person  claiming  through  the  Executive,  shall  only have the right to
receive from the  Association  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  Association  shall be the Named
     Fiduciary and Administrator  (the  "Administrator")  of this Agreement.  As
     Administrator,  the  Association  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

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     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  Association  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  Association
     nor limit the right of the  Association to discharge or otherwise deal with
     the Executive without regard to the existence of the Agreement.

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 Agreement 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
     Association would be retroactively  applied to invalidate this Agreement 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
     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 Association informed of his
     current  address  and the  current  address  of his  Beneficiaries.  If the
     location of the Executive is not made known to the Association within three

                                       9

<page>

     years  after the date upon which any payment of any  benefits  may first be
     made,  the  Association  shall  delay  payment of the  Executive's  benefit
     payment(s)  until  the  location  of the  Executive  is made  known  to the
     Association;  however, the Association 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 Association 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
     Association  by the end of an  additional  two (2) month  period  following
     expiration of the three (3) year period,  the Association 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
     Association, 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
     Association  or the  Holding  Company,  or as a member  of the Board of the
     Association 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  Association'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  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 Association,  its successors and assigns, and the Executive,
     his successors, heirs, executors, administrators, and Beneficiaries.

7.11 Tax  Withholding.  The Association  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.

7.13 Compliance with Section 409A of the Code. The Agreement is intended to be a
     non-qualified  deferred  compensation plan described in Section 409A of the
     Code. The Agreement shall be operated,  administered  and construed to give
     effect to such  intent.  To the extent  that a provision  of the  Agreement
     fails to comply with Code Section 409A and a construction  consistent  with
     Code Section 409A is not possible,  such provision shall be void ab initio.
     In addition,  the Agreement shall be subject to amendment,  with or without
     advance  notice  to  Executives  and  other  interested  parties,  and on a
     prospective or retroactive basis, including but not limited to amendment in

                                       10
<Page>

     a manner  that  adversely  affects  the  rights  of  Executives  and  other
     interested parties, to the extent necessary to effect such compliance.

7.14 Required  Regulatory  Provisions  Applicable  to the  Association  and  the
     Holding  Company.  Any  payments  made  to an  Executive  pursuant  to this
     Agreement,  or  otherwise,  are  subject  to  and  conditioned  upon  their
     compliance  with 12 U.S.C.  ss.  1828(k)  and any  regulations  promulgated
     thereunder.

7.15 Required Regulatory Provisions Applicable to the Association. The following
     provisions  are included for the purposes of complying  with various  laws,
     rules and regulations applicable to the Association:

     (a)  Notwithstanding  anything  herein  contained to the  contrary,  if the
          Executive is suspended from office and/or temporarily  prohibited from
          participating  in the  conduct  of  the  affairs  of  the  Association
          pursuant to a notice  served under  section  8(e)(3) or 8(g)(1) of the
          Federal Deposit Insurance Act (the "FDI Act"), 12 U.S.C. ss.1818(e)(3)
          or  1818(g)(1),  the  Association's  obligations  under this Agreement
          shall be suspended  as of the date of service of such  notice,  unless
          stayed by appropriate  proceedings.  If the charges in such notice are
          dismissed,  the  Association,  in its  discretion,  may (i) pay to the
          Executive  all  or  part  of  the  compensation   withheld  while  the
          Association's obligations hereunder were suspended and (ii) reinstate,
          in whole or in part, any of the obligations which were suspended.

     (b)  Notwithstanding  anything  herein  contained to the  contrary,  if the
          Executive is removed and/or permanently  prohibited from participating
          in the conduct of the  Association's  affairs by an order issued under
          section 8(e)(4) or 8(g)(1) of the FDI Act, 12 U.S.C.  ss.1818(e)(4) or
          (g)(1),  all  prospective  obligations of the  Association  under this
          Agreement shall  terminate as of the effective date of the order,  but
          vested rights and  obligations  of the  Association  and the Executive
          shall not be affected.

     (c)  Notwithstanding  anything  herein  contained to the  contrary,  if the
          Association  is in default  (within the meaning of section  3(x)(1) of
          the FDI Act, 12 U.S.C.  ss.1813(x)(1),  all prospective obligations of
          the Association under this Agreement shall terminate as of the date of
          default,  but vested rights and obligations of the Association and the
          Executive shall not be affected.

     (d)  Notwithstanding   anything  herein  contained  to  the  contrary,  all
          prospective   obligations  of  the  Association   hereunder  shall  be
          terminated, except to the extent that a continuation of this Agreement
          is  necessary  for  the  continued  operation  of the  Association  as
          determined:  (i) by the  Director  of the OTS or his  designee  or the
          Federal Deposit Insurance  Corporation  ("FDIC"), at the time the FDIC
          enters into an agreement to provide  assistance to or on behalf of the
          Association under the authority  contained in section 13(c) of the FDI
          Act, 12 U.S.C.  ss.1823(c);  or (ii) by the Director of the OTS or his
          designee at the time such Director or designee  approves a supervisory
          merger to resolve problems related to the operation of the Association
          or when the  Association  is  determined  by such Director to be in an
          unsafe or unsound condition.  The vested rights and obligations of the
          parties shall not be affected.

     (e)  Any  payments  made  pursuant  to this  Agreement  are  subject to and
          conditioned  upon their  compliance with section 18(k) of the FDI Act,
          12 U.S.C. ss.1828(k) and any regulations promulgated thereunder.

                                       11
<Page>

     If and to the extent that any of the foregoing provisions shall cease to be
required  or by  applicable  law,  rule or  regulation,  the same  shall  become
inoperative as though eliminated by formal amendment of this Agreement.

                                  SECTION VIII
                     AMENDMENT, MODIFICATION AND TERMINATION

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

8.2  Termination of the Agreement.  Subject to the  requirements of Code Section
     409A, in the event of complete termination of the Agreement,  the Agreement
     shall cease to operate and the  Association  shall pay out to the Executive
     his  benefit  as if  the  Executive  had  terminated  employment  as of the
     effective date of the complete  termination.  Such complete  termination of
     the  Agreement  shall  occur only  under the  following  circumstances  and
     conditions:

     (a)  The Board may terminate the Agreement  within 12 months of a corporate
          dissolution  taxed  under Code  Section  331,  or with  approval  of a
          bankruptcy court pursuant to 11 U.S.C. ss.503(b)(1)(A),  provided that
          the  amounts   deferred  under  the  Agreement  are  included  in  the
          Executive's  gross  income in the latest of (i) the  calendar  year in
          which the  Agreement  terminates;  (ii) the calendar year in which the
          amount is no longer subject to a substantial  risk of  forfeiture;  or
          (iii) the first calendar year in which the payment is administratively
          practicable.

     (b)  The Board may terminate the Agreement  within the 30 days  preceding a
          Change in Control (but not  following a Change in  Control),  provided
          that  the  Agreement  shall  only  be  treated  as  terminated  if all
          substantially  similar  arrangements  sponsored by the Association are
          terminated  so  that  the  Executive   and  all   participants   under
          substantially similar arrangements are required to receive all amounts
          of compensation  deferred under the terminated  arrangements within 12
          months of the date of the termination of the arrangements.

     (c)  The  Board  may  terminate   the  Agreement   provided  that  (i)  all
          arrangements  sponsored by the  Association  that would be  aggregated
          with this Agreement under Proposed  Regulations Section 1.409A-1(c) if
          the  Executive  covered by this  Agreement  was also covered by any of
          those other  arrangements are also terminated;  (ii) no payments other
          than payments that would be payable under the terms of the arrangement
          if the  termination  had not occurred are made within 12 months of the
          termination of the arrangement;  (iii) all payments are made within 24
          months  of  the  termination  of  the   arrangements;   and  (iv)  the
          Association  does not adopt a new arrangement that would be aggregated
          with any terminated  arrangement  under Proposed  Regulations  Section
          1.409A-1(c) if the Executive participated in both arrangements, at any
          time  within  five  years  following  the date of  termination  of the
          arrangement.

                                       12
<page>

                                   SECTION IX
                                    EXECUTION

     9.1  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.

     9.2  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]

                                       13

<PAGE>



         IN WITNESS WHEREOF, the parties have hereunto set their hands the day
and year first written above.

ATTEST:                                              SOUND FEDERAL SAVINGS


 /s/ Linda Lunapiena                      By:     /s/ Bruno J. Gioffre
------------------------------------              ------------------------------
Secretary                                 Title:  Chairman


ATTEST:                                              SOUND FEDERAL BANCORP, INC.

 /s/ Linda Lunapiena                      By:     /s/ Bruno J. Gioffre
------------------------------------              ------------------------------
Secretary                                 Title:  Chairman



     In  accordance  with  Section  VIII  of the  Agreement,  I  consent  to the
amendments made in the Amended and Restated Non-Qualified Supplemental Executive
Retirement Agreement.



         /s/ Richard P.McStravick
         ------------------------
         Richard P. McStravick


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



<PAGE>



                                    EXHIBIT A

                              SOUND FEDERAL SAVINGS
                              AMENDED AND RESTATED
            NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

                         CHANGE IN CONTROL ELECTION FORM

     According to the terms of Section 3.4 of this Agreement,  I understand that
in the  event of a  Change  in  Control,  unless I elect  below  to  receive  my
Supplemental  Retirement Benefit in the form of a lump sum payment,  or to defer
commencement of my Supplemental  Retirement  Benefit until my Normal  Retirement
Age, I shall receive my Supplemental Retirement Benefit in installments over the
Payout Period commencing at the time of the Change in Control. I understand that
each  form  of  distribution  that I may  elect  below  shall  be the  actuarial
equivalent of each other form of distribution.

         1. Form of Distribution:

     I may elect to receive my Supplemental Retirement Benefit in a lump sum, or
to  defer  commencement  of my  Supplemental  Retirement  Benefit  to my  Normal
Retirement  Age, in connection  with or following a Change in Control,  provided
that such election must be made no later than December 31, 2005.

     In the event of a Change in  Control  of the  Association  before  benefits
commence hereunder, I hereby elect to receive my Supplemental Retirement Benefit
in the following form (check one):

         ________ Lump Sum Distribution

         ________ Substantially equal monthly payments over a period of:

                           __________       5 Years

                           __________       10 Years

                           __________       15 Years

         2. Timing of Commencement of Distribution:

     In the event of a Change in Control  prior to my Normal  Retirement  Age, I
elect to receive my Supplemental  Retirement Benefit commencing at the following
time:

         ________ Commencing immediately

         ________ Commencing at Normal Retirement Age


Dated:                             Signature:
        -----------------------                   ----------------------------


Received by the Association this ______ day of _________________, 20___.

By  ____________________________________
Title  __________________________________