EXHIBIT 10.31


                              CARVER BANCORP, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN

                           (EFFECTIVE JANUARY 1, 1994)

                                    AMENDMENT



1.       Section 10 - Effective March 28, 2005, Section 10.6 shall be amended to
         read in its entirety as follows:



10.6     Voluntary and Involuntary Cash-outs.

         (a)      Notwithstanding any provision of the Plan to the contrary, a
                  lump sum shall be made in lieu of all vested benefits if the
                  value of the vested portion of the Former Participant's
                  Account $3,500 (or such other amount as may be permitted under
                  section 417(e) of the Code) or less and the distribution is
                  made prior to January 1, 1998 and $5,000 (or such other amount
                  as may be permitted under section 417(e) of the Code) or less
                  and the distribution is made on or after January 1, 1998. Such
                  immediate lump sum payment shall be made in cash (unless the
                  Participant elects to receive such payment in shares of
                  Qualifying Employer Securities) without regard to the
                  Participant's election related to the timing of such payments
                  as soon as administratively practicable following the
                  Participant's termination of employment with all Affiliates.
                  On a form prescribed by the Plan Administrator, the
                  Participant may elect to have this payment made either in a
                  distribution to the Participant directly or in a direct
                  rollover pursuant to Section 10.11, subject to the conditions
                  thereof.

         (b)      If the Participant does not elect to have such distribution
                  paid directly to an Eligible Retirement Plan specified by the
                  Participant in a direct rollover or to receive the
                  distribution directly and such distribution would constitute a
                  Mandatory Distribution, then the Plan Administrator will pay
                  the distribution in a direct rollover to an Individual
                  Retirement Plan designated by the Plan Administrator; provided
                  however, that any Mandatory Distribution not in excess of
                  $1,000 may be distributed directly to the Participant. To the
                  extent necessary to satisfy Section 401(a)(31)(B) of the Code,
                  any such rollover to an Individual Retirement Plan that is
                  maintained by the Employer or any Affiliate shall satisfy the
                  following conditions:

                  (i)      The Individual Retirement Plan is established and
                           maintained for the exclusive benefit of the
                           Individual Retirement Plan account holder, his or her
                           spouse or their beneficiaries.

                  (ii)     The terms of the Individual Retirement Plan,
                           including the fees and expenses for establishing and
                           maintaining the Individual Retirement Plan, are no
                           less favorable than those available to comparable
                           Individual Retirement Plans established for reasons
                           other than the receipt of a Mandatory Distribution or
                           any other distribution made in accordance with
                           Section 401(a)(31)(B) of the Code.

                  (iii)    In connection with the distribution of rolled-over
                           funds to an Individual Retirement Plan, the Plan
                           Administrator or other Named Fiduciary enters into a
                           written agreement with an Individual Retirement Plan
                           provider that provides:

                           (A)      The Mandatory Distribution is invested in an
                                    Eligible Investment Product.

                           (B)      The rate of return or the investment
                                    performance of the Individual Retirement
                                    Plan investment(s) is no less favorable than
                                    the rate of return or investment performance
                                    of an identical investment(s) that could
                                    have been made at the same time by
                                    comparable Individual Retirement Plans
                                    established for reasons other than the
                                    receipt of a Mandatory Distribution or any
                                    other distribution made in accordance with
                                    Section 401(a)(31)(B) of the Code.

                           (C)      The Individual Retirement Plan does not pay
                                    a sales commission in connection with the
                                    acquisition of an Eligible Investment
                                    Product.

                           (D)      The Participant on whose behalf the Plan
                                    Administrator or other Named Fiduciary makes
                                    an automatic rollover shall have the right
                                    to enforce the terms of the contractual
                                    agreement establishing the Individual
                                    Retirement Plan, with regard to his or her
                                    rolled-over funds, against the Individual
                                    Retirement Plan Provider.

                           (E)      The Individual Retirement Plan account
                                    holder may, within a reasonable period of
                                    time after his or her request and without
                                    penalty to the principal amount of the
                                    investment, transfer his Individual
                                    Retirement Plan balance to a different
                                    investment offered by the Individual
                                    Retirement Plan Provider, or transfer his
                                    Individual Retirement Plan balance to an
                                    Individual Retirement Plan sponsored at a
                                    different financial institution.

                           (F)      (I)      Fees and expenses attendant to the
                                             Individual Retirement Plan,
                                             including the investment of the
                                             assets of such plan, (e.g.,
                                             establishment charges, maintenance
                                             fees, investment expenses,
                                             termination costs, and surrender
                                             charges) shall not exceed the fees
                                             and expenses charged by the
                                             Individual Retirement Plan Provider
                                             for comparable Individual
                                             Retirement Plans established for
                                             reasons other than the receipt of a
                                             Mandatory Distribution or any other
                                             distribution made in accordance
                                             with Section 401(a)(31)(B) of the
                                             Code;

                                    (II)     Fees and expenses attendant to the
                                             Individual Retirement Plan, with
                                             the exception of establishment
                                             charges, may be charged only
                                             against the income earned by the
                                             Individual Retirement Plan; and

                                    (III)    Fees and expenses are not in excess
                                             of reasonable compensation with the
                                             meaning of Section 4975(d)(2) of
                                             the Code.

                  (iv)     Participants have been furnished a summary plan
                           description, or a summary of material modifications,
                           that describes the Plan's automatic rollover
                           provisions effectuating the requirements of Section
                           401(a)(31)(B) of the Code, including an explanation
                           that the mandatory distribution will be invested in
                           an investment product designed to preserve principal
                           and provide a reasonable rate of return and
                           liquidity, a statement indicating how fees and
                           expenses attendant to the Individual Retirement Plan
                           will be allocated (I.E., the extent to which expense
                           will be borne by the account holder alone or shared
                           with the distributing plan or plan sponsor), and the
                           name, address and phone number of a plan contact (to
                           the extent not otherwise provided in the summary plan
                           description or summary of material modifications) for
                           further information concerning the plan's automatic
                           rollover provisions, the Individual Retirement Plan
                           provider and the fees and expenses attendant to the
                           Individual Retirement Plan; and

                  (v)      The Individual Retirement Plan Provider shall
                           maintain or cause to be maintained for a period of
                           six (6) years from the date of each Mandatory
                           Distribution the records necessary to enable the
                           persons described in Section 10.6(vi) to determine
                           whether the applicable conditions of this exemption
                           have been met. Such records must be readily available
                           to assure accessibility by the persons identified in
                           Section 10.6(vi).

                  (vi)     The records referred to in Section 10.6(v) are
                           unconditionally available at their customary location
                           for examination during normal business hours by --

                           (A)      Any duly authorized employee or
                                    representative of the Department of Labor or
                                    the Internal Revenue Service; and

                           (B)      Any account holder of an Individual
                                    Retirement Plan established pursuant to this
                                    exemption, or any duly authorized
                                    representative of such account holder.

                  (vii)    The term "Eligible Investment Product" means an
                           investment product designed to preserve principal and
                           provide a reasonable rate of return, whether or not
                           such return is guaranteed, consistent with liquidity.
                           For this purpose, the product must be offered by a
                           Regulated Financial Institution and shall seek to
                           maintain, over the term of the investment, the dollar
                           value that is equal to the amount invested in the
                           product by the Individual Retirement Plan. Such term
                           includes money market funds maintained by registered
                           investment companies, and interest-bearing savings
                           accounts and certificates of deposit of a bank or
                           similar financial institution. In addition, the term
                           includes "stable value products" issued by a
                           financial institution that are fully
                           benefit-responsive to the Individual Retirement Plan
                           account holder, I.E., that provide a liquidity
                           guarantee by a financially responsible third party of
                           principal and previously accrued interest for
                           liquidations or transfers initiated by the Individual
                           Retirement Plan account holder exercising his or her
                           right to withdraw or transfer funds under the terms
                           of an arrangement that does not include substantial
                           restrictions to the account holder's access to the
                           Individual Retirement Plan's assets.

                  (viii)   The term "Individual Retirement Plan" means any
                           Eligible Retirement Plan that is an individual
                           retirement account or individual retirement annuity
                           described in Sections 408(a) and (b) of the Code.

                  (ix)     The term "Mandatory Distribution" means any cash-out
                           pursuant to Section 10.6(a) that is to be made on or
                           after March 28, 2005 and before the Participant has
                           attained the Normal Retirement Age (or age 62, if
                           later) in accordance with Section 401(a)(31)(B) of
                           the Code.

                  (x)      The term "Regulated Financial Institution" means an
                           entity that: (A) Is subject to state or federal
                           regulation, and (B) is a bank or savings association,
                           the deposits of which are insured by the Federal
                           Deposit Insurance Corporation; a credit union, the
                           member accounts of which are insured within the
                           meaning of section 101(7) of the Federal Credit Union
                           Act; an insurance company, the products of which are
                           protected by state guaranty associations; or an
                           investment company registered under the Investment
                           Company Act of 1940.

         (c)      If the Participant, upon termination of Service for any reason
                  other than retirement, death, or Total Disability, does not
                  consent to the payment of the vested portion of the
                  Participant's Account, and if the value of such Account
                  exceeds $3,500 (or such other amount as may be permitted under
                  section 417(e) of the Code) and the distribution is made prior
                  to January 1, 1998 and $5,000 (or such other amount as may be
                  permitted under section 417(e) of the Code) on the Valuation
                  Date immediately following the Employees termination of
                  Service (or as of any prior Valuation Date) and the
                  distribution is made on or after January 1, 1998, the
                  Committee shall direct the Trustee to place the then value of
                  such Account in one (1) or more investment accounts permitted
                  under the Plan in trust for the named Employee for
                  distribution commencing on the Valuation Date immediately
                  following his attainment of age 65 (or death, if earlier). The
                  Account and all accumulated interest shall be paid to the
                  Employee at the time he attains his Normal Retirement Age. In
                  the event the Employee dies before reaching retirement age,
                  the Account balance shall be paid to any beneficiary the
                  Employee has named in a written designation filed with the
                  Committee or, in the absence of such designation, to the
                  Employee's estate subject to the terms of Section 9 of the
                  Plan. The Trustee shall have no other responsibilities with
                  respect to such accounts except that, if the balance of any
                  such account shall approach the amount of federal insurance,
                  the Trustee shall split the account into two (2) or more
                  accounts.