SOUND FEDERAL BANCORP
 
                         STOCK HOLDING COMPANY CHARTER
 
 
         SECTION 1.  CORPORATE TITLE.  The full corporate title of the MHC
subsidiary holding company is Sound Federal Bancorp (the "Company").
 
         SECTION 2.  DOMICILE.  The domicile of the Company shall be in the
Town of Mamaroneck in the State of New York.
 
         SECTION 3.  DURATION.  The duration of the Company is perpetual.
 
         SECTION 4.  PURPOSE AND POWERS.  The purpose of the Company is to
pursue any or all of the lawful objectives of a federal mutual holding company
chartered under Section 10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o),
and to exercise all of the express, implied, and incidental powers conferred
thereby and by all acts amendatory thereof and supplemental thereto, subject to
the Constitution and laws of the United States as they are now in effect, or as
they may hereafter be amended, and subject to all lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision (the "Office").
 
         SECTION 5.  CAPITAL STOCK.  The total number of shares of all classes
of the capital stock which the Company has authority to issue is 30,000,000 of
which 20,000,000 shares shall be common stock of par value $.10 per share, and
of which 10,000,000 shares shall be serial preferred stock.  The shares may be
issued from time to time as authorized by the board of directors without the
approval of its shareholders, except as otherwise provided in this Section 5 or
to the extent that such approval is required by governing law, rule, or
regulation.  The consideration for the issuance of the shares shall be paid in
full before their issuance and shall not be less than the par value.  Neither
promissory notes nor future services shall constitute payment or part payment
for the issuance of shares of the Company.  The consideration for the shares
shall be cash, tangible or intangible property (to the extent direct investment
in such property would be permitted to the Company), labor, or services
actually performed for the Company, or any combination of the foregoing.  In
the absence of actual fraud in the transaction, the value of such property,
labor, or services, as determined by the board of directors of the Company,
shall be conclusive.  Upon payment of such consideration, such shares shall be
deemed to be fully paid and nonassessable.  In the case of a stock dividend,
that part of the retained earnings of the Company that is transferred to common
stock or paid in capital accounts upon the issuance of shares as a stock
dividend shall be deemed to be the consideration for their issuance.
 
         Except for shares issued in the initial organization of the Company,
no shares of capital stock (including shares issuable upon conversion,
exchange, or exercise of other securities) shall be issued, directly or
indirectly, to officers, directors, or controlling persons (except for shares
issued to the parent mutual holding company) of the Company other than as part
of a general public offering or as qualifying shares to a director, unless
their issuance or the plan under which they would be issued has been approved
by a majority of the total votes eligible to be cast at a legal meeting.
 
         Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote
 
 
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per share, and there shall be no cumulation of votes for the election of
directors.  Provided, that this restriction on voting separately by class or
series shall not apply:
 
                 (i)         To any provision which would authorize the holders
                             of preferred stock, voting as a class or series,
                             to elect some members of the board of directors,
                             less than a majority thereof, in the event of
                             default in the payment of dividends on any class
                             or series of preferred stock;
 
                 (ii)        To any provision which would require the holders
                             of preferred stock, voting as a class or series,
                             to approve the merger or consolidation of the
                             Company with another corporation or the sale,
                             lease, or conveyance (other than by mortgage or
                             pledge) of properties or business in exchange for
                             securities of a corporation other than the Company
                             if the preferred stock is exchanged for securities
                             of such other corporation:  Provided, that no
                             provision may require such approval for
                             transactions undertaken with the assistance or
                             pursuant to the direction of the Office or the
                             Federal Deposit Insurance Corporation;
 
                 (iii)       To any amendment which would adversely change the
                             specific terms of any class or series of capital
                             stock as set forth in this Section 5 (or in any
                             supplementary sections hereto), including any
                             amendment which would create or enlarge any class
                             or series ranking prior thereto in rights and
                             preferences.  An amendment which increases the
                             number of authorized shares of any class or series
                             of capital stock, or substitutes the surviving
                             Company in a merger or consolidation for the
                             Company, shall not be considered to be such an
                             adverse change.
 
         A description of the different classes and series of the Company's
capital stock and a statement of the designations, and the relative rights,
preferences and limitations of the shares of each class of and series of
capital stock are as follows:
 
         A.      COMMON STOCK.  Except as provided in this Section 5 (or in any
supplementary sections thereto) the holders of common stock shall exclusively
possess all voting power.  Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder.
 
         Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to payment of dividends, the full amount of
dividends and of sinking fund, retirement fund or other retirement payments, if
any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock and on any class
or series of stock entitled to participate therewith as to dividends out of any
assets legally available for the payment of dividends.
 
         In the event of any liquidation, dissolution, or winding up of the
Company, the holders of the common stock (and the holders of any class or
series of stock entitled to participate with the common stock in the
distribution of assets) shall be entitled to receive, in cash or in kind, the
assets of the Company available for distribution remaining after:  (i) payment
or provision for payment of the Company's debts and liabilities; (ii)
distributions or provision for distributions in settlement of its liquidation
account; and (iii) distributions or provisions for distributions to holders of
any class or series of stock having preference over the common stock in the
liquidation, dissolution, or winding up of the Company.  Each share of
 
 
 
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common stock shall have the same rights as and be identical in all respects
with all the other shares of common stock.
 
         B.      PREFERRED STOCK.  The Company may provide in supplementary
sections to its charter for one or more classes of preferred stock, which shall
be separately identified.  The shares of any class may be divided into and
issued in series, with each series separately designated so as to distinguish
the shares thereof from the shares of all other series and classes.  The terms
of each series shall be set forth in a supplementary section to the charter.
All shares of the same class shall be identical, except as to the following
relative rights and preferences, as to which there may be variations between
different series:
 
         (a)     The distinctive serial designation and the number of shares
                 constituting such series;
 
         (b)     The dividend rate or the amount of dividends to be paid on the
                 shares of such series, whether dividends shall be cumulative
                 and, if so, from which date(s), the payment date(s) for
                 dividends, and the participating or other special rights, if
                 any, with respect to dividends;
 
         (c)     The voting powers, full or limited, if any, of shares of such
                 series;
 
         (d)     Whether the shares of such series shall be redeemable and, if
                 so, the price(s) at which, and the terms and conditions of
                 which, such shares may be redeemed;
 
         (e)     The amount(s) payable upon the shares of such series in the
                 event of voluntary or involuntary liquidation, dissolution, or
                 winding up of the Company;
 
         (f)     Whether the shares of such series shall be entitled to the
                 benefit of a sinking or retirement fund to be applied to the
                 purchase or redemption of such shares, and if so entitled, the
                 amount of such fund and the manner of its application,
                 including the price(s) at which such shares may be redeemed or
                 purchased through the application of such fund;
 
         (g)     Whether the shares of such series shall be convertible into,
                 or exchangeable for, shares of any other class or classes of
                 stock of the Company and, if so, the conversion price(s) or
                 the rate(s) of exchange, and the adjustments thereof, if any,
                 at which such conversion or exchange may be made, and any
                 other terms and conditions of such conversion or exchange;
 
         (h)     The price or other consideration for which the shares of such
                 series shall be issued; and
 
         (i)     Whether the shares of such series which are redeemed or
                 converted shall have the status of authorized but unissued
                 shares of serial preferred stock and whether such shares may
                 be reissued as shares of the same or any other series of
                 serial preferred stock.
 
         Each share of each series of serial preferred stock shall have the
same relative rights as and be identical in all respects with all the other
shares of the same series.
 
         The board of directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this
 
 
 
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section and the remainder of this charter, fix and determine the relative
rights and preferences of the shares of any series so established.
 
         Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the board of directors, the
Company shall file with the Secretary to the Office a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences thereof.
 
         SECTION 6.  PREEMPTIVE RIGHTS.  Holders of the capital stock of the
Company shall not be entitled to preemptive rights with respect to any shares
of the Company which may be issued.
 
         SECTION 7.  DIRECTORS.  The Company shall be under the direction of a
board of directors.  The authorized number of directors, as stated in the
Company's bylaws, shall not be fewer than five nor more than fifteen except
when a greater or lesser number is approved by the Director of the Office, or
his or her delegate.
 
         SECTION 8.  AMENDMENT OF CHARTER.  Except as provided in Section 5, no
amendment, addition, alteration, change or repeal of this charter shall be
made, unless such is proposed by the board of directors of the Company,
approved by the shareholders by a majority of the votes eligible to be cast at
a legal meeting, unless a higher vote is otherwise required, and approved or
preapproved by the Office.
 
 
 
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SOUND FEDERAL BANCORP
 
 
Attest:
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       Secretary
 
 
By:
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    Richard P. McStravick
    President and Chief Executive Officer
 
 
Attest:
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Secretary of the Office of Thrift Supervision
 
By:
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Director of the Office of Thrift Supervision
 
Effective Date:
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