EXHIBIT 10.21

                                                                    Attachment 2

                             FIRST AMENDMENT TO THE

                               RESTATEMENT OF THE

                 CARVER FEDERAL SAVINGS BANK 401(K) SAVINGS PLAN

                               W I T N E S S E T H

      WHEREAS, the terms of the 401(k) retirement plan maintained by Carver
Federal Savings Bank (hereinafter referred to as the "Employer") are set forth
under a written restatement generally effective the 1st day of January, 1997;
and

      WHEREAS, the Employer desires to amend that plan pursuant to Article XI in
order to recognize the removal of RSI Retirement Trust as trustee of plan assets
not held under the separate trust for company stock and to make such
modifications associated with that removal and establishment of a new trust
agreement;

      NOW THEREFORE, it is agreed by the parties hereto that the aforesaid
restatement hereby amended in the following respects, effective as of the 1st
day of July, 2002.

FIRST: Section 1.6 is hereby deleted and replaced by the following:
-----

"1.6  AGREEMENT means the Carver Federal Savings Bank 410(k) Savings Plan Trust
      as established effective July 1, 2002 and as shall be amended from time to
      time. The Agreement shall be incorporated herein and constitute a part of
      the Plan."

SECOND: Section 1.49 is hereby deleted and replaced by the following:
------

"1.49 PLAN means the Carver Federal Savings Bank 401(k) Savings Plan, as herein
      restated and as it may be amended from time to time."

THIRD: Section 1.69 is hereby deleted and replaced by the following:
-----

"1.69 TRUSTEES means the Trustees of the Carver Federal Savings Bank 401(k)
      Savings Plan Trust."

FOURTH: The first paragraph pf Section 9.4 is hereby deleted and replaced by the
------  following:

      "The Sponsoring Employer shall designate one or more persons to act as
      Plan Administrator and to perform those functions set forth in the
      Agreement, the Plan or the Separate Agreement



      that are assigned to the Plan Administrator."



      This Amendment is executed as of the 26th day of June, 2002 and shall be
effective as set forth above.

                                                CARVER FEDERAL SAVINGS BANK.


                                                BY: /s/ Deborah C. Wright
                                                   -----------------------------
                                                   Deborah C. Wright
                                                   President

ATTEST:                                         (Corporate Seal)

/s/ Linda Dunn
------------------------
Linda Dunn
Secretary