EXHIBIT 10.20

                              AMENDMENT NUMBER ONE

                                       TO

                           CARVER FEDERAL SAVINGS BANK

                             RETIREMENT INCOME PLAN

            (As Amended and Restated Effective as of January 1, 1997
                 and as Further Amended Through January 1, 2001)

      Pursuant to Section 14.1 of Carver Federal Savings Bank Retirement Income
Plan as amended and restated effective January 1, 1997 and further amended and
restated through January 1, 2001 ("Plan"), the Plan is amended effective as
follows:

1.    Preamble
      --------

      The following amendments to the Plan are adopted to reflect certain
      provisions of the Economic Growth and Tax Relief Reconciliation Act of
      2001 ("EGTRRA"). The amendments are intended as good faith compliance with
      the requirements of EGTRRA and are to be construed in accordance with
      EGTRRA and guidance issued thereunder. Except as otherwise provided, the
      amendments shall be effective as of the first day of the first Plan Year
      beginning after December 31, 2001.

      These amendments shall supersede the provisions of the Plan to the extent
      Plan provisions are inconsistent with the provisions of the following
      amendments.

2.    Earnings (Plan Section 1.1(J))
      ------------------------------

      For Plan Years beginning after December 31, 2001, the first sentence of
      the second paragraph of Section 1.1(J) is restated in its entirety, to
      read as follows:

            "The amount of Compensation taken into account for a Plan Year
            consisting of twelve (12) months for Plan Years commencing on and
            after January 1, 1997, shall not exceed one hundred sixty thousand
            dollars ($160,000) for the 1997, 1998 and 1999 Plan Years, one
            hundred seventy thousand dollars ($170,000) for the 2000 and 2001
            Plan Years and two hundred thousand dollars ($200,000) for the 2002
            Plan Year, thereafter adjusted in multiples of five thousand dollars
            ($5,000) for increases in the cost-of-living as prescribed by the
            Secretary of the Treasury under Section 401(a)(17)(B) of the Code."

3.    Section 415 Limitations on Benefits (Plan Section 6.1)
      ------------------------------------------------------

      Section 6.1(A)(8) is restated as follows, effective for Limitation Years
      ending after December 31, 2001:

            (8)   "MAXIMUM PERMISSIBLE DOLLAR AMOUNT" - one hundred sixty
                  thousand dollars ($160,000). Such amount shall be adjusted in
                  accordance with the provisions of Section 6.1(C).


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      Section 6.1(A)(10) is amended by the addition of the following new
      paragraph at the end thereof, effective for Limitation Years ending after
      December 31, 2001:

                  Benefit increases resulting from the increase in the Maximum
                  Permissible Dollar Amount for Limitation Years ending after
                  December 31, 2001 shall be provided to all current and former
                  Participants who have an Accrued Benefit on the last day of
                  the Limitation Year immediately prior to the Limitation Year
                  ending after December 31, 2001 (other than an Accrued Benefit
                  resulting from a benefit increase solely as a result of the
                  increase in the Maximum Permissible Dollar Amount for
                  Limitation Years ending after December 31, 2001).

      Section 6.1(C)(6) is restated as follows, effective for Limitation Years
      ending after December 31, 2001:

            (6)   A Participant's benefit which commences after attainment of
                  age 65 may exceed the Maximum Permissible Dollar Amount,
                  provided the Actuarial Equivalent of such annual benefit
                  commencing at age 65 satisfies such Maximum Permissible Dollar
                  Amount actuarially adjusted to the date of retirement. The
                  actuarial equivalent of the Maximum Permissible Dollar Amount
                  commencing at an age after age 65 shall be determined as the
                  lesser of: (1) the Actuarial Equivalent annual benefit
                  calculated using the interest rate and mortality table (or
                  tabular factors) as set forth in Appendix A of the Plan for
                  purposes of determining the Actuarial Equivalent for a
                  Postponed Retirement Benefit, and (2) the equivalent annual
                  benefit calculated using a five percent (5%) interest rate
                  assumption and the GATT Applicable Mortality Table as set
                  forth in Table A. For these purposes, mortality between age 65
                  and the age at which benefits commence shall be ignored.

      Section 6.1(C)(7)(c) is restated as follows, effective for Limitation
      Years ending after December 31, 2001:

            (c)   If a Participant's benefit commences prior to attainment of
                  age 62, the Maximum Permissible Dollar Amount shall be equal
                  to a benefit commencing at age 62, reduced to the actuarial
                  equivalent of such benefit determined as of the benefit
                  commencement date. In determining the actuarial equivalent of
                  a benefit commencing prior to age 62, such benefit shall be
                  determined as the lesser of: (1) the Actuarial Equivalent
                  annual benefit calculated using the interest rate and
                  mortality table (or tabular factors) as set forth in Appendix
                  A of the Plan, and (2) the equivalent annual benefit
                  calculated using a five percent (5%) interest rate assumption
                  and the GATT Applicable Mortality Table as set forth in Table
                  A of the Plan. Any decrease in the Maximum Permissible Dollar
                  Amount determined hereunder shall not reflect a mortality
                  decrement if benefits are not forfeited upon the death of a
                  Participant. If any benefits are forfeited upon death, the
                  full mortality decrement is taken into account.

4.    Modification of Top-Heavy Plan Provisions (Section 6.2)

      This Section shall apply for purposes of determining whether the Plan is a
      top-heavy plan under Section 416(g) of the Code for Plan Years beginning
      after December 31, 2001, and whether the Plan satisfies the minimum
      benefits requirements of Section 416(c) of the Code for such years. This
      Section amends Section 6.2 of the Plan.


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      Determination of top-heavy status

      Key Employee. Key Employee means any Employee or former Employee
      (including any deceased Employee) who at any time during the Plan Year
      that includes the Determination Date was an officer of the Employer having
      annual Compensation greater than one hundred thirty thousand dollars
      ($130,000) (as adjusted under Section 416(i)(1) of the Code for Plan Years
      beginning after December 31, 2002), a 5-percent owner of the Employer, or
      a 1-percent owner of the Employer having Annual Compensation of more than
      one hundred fifty thousand dollars ($150,000). For this purpose, "Annual
      Compensation" means compensation within the meaning of Section 415(c)(3)
      of the Code. The determination of who is a Key Employee will be made in
      accordance with Section 416(i)(1) of the Code and the applicable
      regulations and other guidance of general applicability issued thereunder.

      Determination of present values and amounts. The following subparagraphs
      (a) and (b) shall apply for purposes of determining the present values of
      Accrued Benefits of Employees as of the Determination Date.

            (a)   Distributions during year ending on the Determination Date.
                  The present values of Accrued Benefits of an Employee as of
                  the Determination Date shall be increased by the distributions
                  made with respect to the Employee under the Plan and any plan
                  aggregated with the Plan under Section 416(g)(2) of the Code
                  during the 1-year period ending on the Determination Date. The
                  preceding sentence shall also apply to distributions under a
                  terminated plan which, had it not been terminated, would have
                  been aggregated with the Plan under Section 416(g)(2)(A)(i) of
                  the Code. In the case of a distribution made for a reason
                  other than separation from service, death, or disability, this
                  provision shall be applied by substituting "5-year period" for
                  "1-year period."

            (b)   Employees not performing services during year ending on the
                  Determination Date. The Accrued Benefits of any individual who
                  has not performed services for the Employer during the 1-year
                  period ending on the Determination Date shall not be taken
                  into account.

      Top-Heavy Earnings. Top-Heavy Earnings means, for any year, an
      individual's annual compensation as defined under Section 414(q)(4) of the
      Code, up to a maximum of two hundred thousand dollars ($200,000), adjusted
      in multiples of five thousand dollars ($5,000) for increases in the
      cost-of-living as prescribed by the Secretary of the Treasury under
      Section 401(a)(17)(B) of the Code.

      Minimum benefits

      For purposes of satisfying the minimum benefit requirements of Section
      416(c)(1) of the Code and the Plan, in determining years of service with
      the Employer, any service with the Employer shall be disregarded to the
      extent that such service occurs during a Plan Year when the Plan benefits
      (within the meaning of Section 410(b) of the Code) no key employee or
      former key employee.

5.    Direct Rollover of Eligible Rollover Distributions (Plan Section 8.4)

      Modification of definition of "Eligible Retirement Plan." Effective with
      Plan distributions made after December 31, 2001, for purposes of the
      direct rollover provision in Plan Section 8.4, an


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      Eligible Retirement Plan shall also mean an annuity contract described in
      Section 403(b) of the Code and an eligible plan under Section 457(b) of
      the Code which is maintained by a state, political subdivision of a state,
      or any agency or instrumentality of a state or political subdivision of a
      state and which agrees to separately account for amounts transferred into
      such plan from this Plan. The definition of Eligible Retirement Plan shall
      also apply in the case of a distribution to a surviving spouse, or to a
      spouse or former spouse who is the alternate payee under a qualified
      domestic relations order, as defined in Section 414(p) of the Code.


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