SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant |X|
Filed by a Party other than the Registrant | |

CARVER BANCORP, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate Box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
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[CARVER BANCORP, INC. LETTERHEAD]

August 12, 2003

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders
of Carver Bancorp, Inc. ("Carver"), the holding company for Carver Federal
Savings Bank, which will be held on Monday, September 22, 2003 at 10:00 a.m., at
The Studio Museum in Harlem, 144 West 125th Street (between Lenox and Seventh
Avenues), New York, New York (the "Annual Meeting"). We invite you to join
members of our management team for an informal social period from 9:00 to 9:45
a.m.

With this letter, we are including the Notice of Annual Meeting of
Stockholders, the proxy statement, the proxy card and the 2003 Annual Report.
The attached Notice of Annual Meeting of Stockholders and proxy statement
describe the formal business to be transacted at the Annual Meeting. Directors
and officers of Carver, as well as representatives of KPMG LLP, the accounting
firm appointed by the Finance and Audit Committee of the Board of Directors to
be Carver's independent auditors for the fiscal year ending March 31, 2004, will
attend the Annual Meeting. In addition, management will report on the operations
and activities of Carver, and there will be an opportunity for you to ask
questions about Carver's business.

THE BOARD OF DIRECTORS OF CARVER RECOMMENDS A VOTE "FOR" CARVER'S
NOMINEES FOR ELECTION AS DIRECTOR IN PROPOSAL ONE, "FOR" THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
MARCH 31, 2004 IN PROPOSAL TWO AND "FOR" THE AMENDMENT TO THE CARVER BANCORP,
INC. MANAGEMENT RECOGNITION PLAN IN PROPOSAL THREE.

You may vote over the Internet or by telephone, as well as by using the
traditional proxy card. See the proxy card or page 2 of the attached proxy
statement for instructions on these methods of voting.

The Board of Directors, management and employees of Carver thank you
for your ongoing support and continued interest in Carver. We hope that you will
join us at the Annual Meeting.

Sincerely yours,

/s/ Deborah C. Wright
-------------------------------------
Deborah C. Wright
President and Chief Executive Officer

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD
OR VOTE BY INTERNET OR TELEPHONE PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING. BY DOING SO, YOU MAY SAVE CARVER THE EXPENSE OF ADDITIONAL
SOLICITATION.

CARVER BANCORP, INC.
75 WEST 125TH STREET
NEW YORK, NEW YORK 10027-4512

------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 22, 2003
------------------------------------------------------------

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Carver Bancorp, Inc. ("Carver") for the fiscal year ended March 31, 2003 will be
held on Monday, September 22, 2003 at 10:00 a.m., at The Studio Museum in
Harlem, 144 West 125th Street (between Lenox and Seventh Avenues), New York, New
York (the "Annual Meeting"). At the Annual Meeting, stockholders will be asked
to consider and vote upon the following matters:

1. To elect two directors, each to serve for a three-year term
expiring at the annual meeting of stockholders for the fiscal
year ending March 31, 2006 and until their respective successors
have been elected and qualified;

2. To ratify the appointment of KPMG LLP as independent auditors for
Carver for the fiscal year ending March 31, 2004; and

3. To consider and approve an amendment to the Carver Bancorp, Inc.
Management Recognition Plan.

If any other matters properly come before the Annual Meeting,
including, among other things, a motion to adjourn or postpone the Annual
Meeting to another time or place or both for the purpose of soliciting
additional proxies or otherwise, the persons named in the accompanying proxy
card will vote the shares represented by all properly executed proxies on such
matters using their best judgment. As of the date of the proxy statement,
Carver's management is not aware of any other such business.

The Board of Directors has fixed August 5, 2003 as the record date for
determining the stockholders entitled to notice of and to vote at the Annual
Meeting and at any adjournment or postponement thereof. Only stockholders of
Carver as of the close of business on the record date will be entitled to vote
at the Annual Meeting or any adjournment or postponement thereof. A list of
stockholders entitled to vote at the Annual Meeting will be available at Carver
Federal Savings Bank, 75 West 125th Street, New York, New York, for a period of
ten days prior to the Annual Meeting and will also be available at the Annual
Meeting.

PLEASE PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR VOTE
BY INTERNET OR TELEPHONE. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS
EXERCISE IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.

By Order of the Board of Directors,

/s/ Linda J. Dunn
----------------------------------------------------
Linda J. Dunn
Senior Vice President, General Counsel and Secretary

August 12, 2003

CARVER BANCORP, INC.
75 WEST 125TH STREET
NEW YORK, NEW YORK 10027-4512

-----------------------------------------------
PROXY STATEMENT
-----------------------------------------------

ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 22, 2003

=================================================
GENERAL INFORMATION
=================================================

GENERAL

This proxy statement and accompanying proxy card are being furnished to
stockholders of Carver Bancorp, Inc. ("Carver") in connection with the
solicitation of proxies by the Board of Directors of Carver to be used at the
annual meeting of stockholders for the fiscal year ended March 31, 2003 ("fiscal
2003") to be held on September 22, 2003 at 10:00 a.m., at The Studio Museum in
Harlem, 144 West 125th Street, New York, New York, and at any adjournment or
postponement thereof (the "Annual Meeting"). The accompanying Notice of Annual
Meeting and proxy card, and this proxy statement, are first being mailed to
stockholders on or about August 12, 2003.

Carver, a Delaware corporation, operates as a savings and loan holding
company for Carver Federal Savings Bank. In this proxy statement, we refer to
Carver Bancorp, Inc. as "Carver" or the "Company" and Carver Federal Savings
Bank as "Carver Federal" or the "Bank."

WHO CAN VOTE

The Board of Directors of Carver has fixed the close of business on
August 5, 2003 as the record date for determining stockholders entitled to
receive notice of and to vote at the Annual Meeting. Only stockholders of record
at the close of business on that date will be entitled to vote at the Annual
Meeting. As of the close of business on May 31, 2003, the outstanding voting
stock of Carver consisted of 2,286,133 shares of common stock, par value $.01
per share (the "Common Stock"), 40,000 shares of Series A Convertible Preferred
Stock, par value $.01 per share (the "Series A Preferred Stock"), and 60,000
shares of Series B Convertible Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock"). We refer to the Common Stock, Series A Preferred
Stock and Series B Preferred Stock individually or collectively as "Voting
Stock." The holders of record of a majority of the total number of votes
eligible to be cast in the election of directors, represented in person or by
proxy at the Annual Meeting will constitute a quorum for the transaction of
business at the Annual Meeting.

HOW MANY VOTES YOU HAVE

Each holder of shares of Common Stock outstanding on August 5, 2003
will be entitled to one vote for each share held of record (other than Excess
Shares, as defined below) upon each matter properly submitted at the Annual
Meeting.

Each holder of Series A Preferred Stock outstanding on August 5, 2003
is entitled to 2.08333 votes per share on each matter properly submitted at the
Annual Meeting. Each holder of Series B Preferred Stock outstanding on August 5,
2003 is entitled to 2.08333 votes per share on each matter properly submitted at
the Annual Meeting. The Common Stock, Series A Preferred Stock and Series B

Preferred Stock will vote together as a single class on all matters to be voted
on at the Annual Meeting. As provided in Carver's Certificate of Incorporation,
record holders of Voting Stock who beneficially own in excess of 10% of the
outstanding shares of Voting Stock ("Excess Shares") shall be entitled to cast
only one one-hundredth of one vote per share for each Excess Share. In addition,
as provided in the Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock, record holders of Series A Preferred Stock
entitled to vote shall not be entitled to a number of votes greater than 4.99%
of the outstanding shares of Common Stock (assuming full conversion of the
Series A Preferred Stock) in the consideration of any matter submitted for a
vote of holders of Common Stock.

A person or entity is deemed to beneficially own shares owned by an
affiliate or associate as well as by persons acting in concert with such person
or entity. Carver's Certificate of Incorporation authorizes the Board of
Directors to interpret and apply the provisions of the Certificate of
Incorporation and Bylaws governing Excess Shares and to determine on the basis
of information known to it after reasonable inquiry of all facts necessary to
ascertain compliance with the Certificate of Incorporation, including, without
limitation: (1) the number of shares of Voting Stock beneficially owned by any
person or purported owner; (2) whether a person or purported owner is an
affiliate or associate of, or is acting in concert with, any other person or
purported owner; and (3) whether a person or purported owner has an agreement or
understanding with any person or purported owner as to the voting or disposition
of any shares of Voting Stock.

HOW YOU CAN VOTE

If you are a stockholder whose shares are registered in your name, you
may vote your shares by one of the three following methods:

VOTE BY INTERNET, by going to the web address
http://www.proxyvoting.com/cny and following the instructions for
Internet voting shown on the enclosed proxy card.

VOTE BY PHONE, by dialing 1-800-730-7859 and following the
instructions for telephone voting shown on the enclosed proxy card.

VOTE BY PROXY CARD, by completing, signing, dating and mailing
the enclosed proxy card in the envelope provided.

If you vote by telephone or Internet, please do not mail your proxy
card.

If you return your signed proxy card or use Internet or telephone
voting before the Annual Meeting, the named proxies will vote your shares as you
direct. You have three choices on each matter to be voted on. For the election
of directors, you may (1) vote FOR all the nominees, (2) WITHHOLD your vote from
all nominees or (3) WITHHOLD your vote from nominees you designate. See
"Proposal One- Election of Directors." For Proposal Two-Ratification of
Appointment of Independent Auditors, you may vote "FOR", "AGAINST" or "ABSTAIN"
from voting and for Proposal Three-Approval of the Amendment to the Carver
Bancorp, Inc. Management Recognition Plan, you may vote "FOR", "AGAINST" or
"ABSTAIN" from voting.

IF YOU SEND IN YOUR PROXY CARD OR USE INTERNET OR TELEPHONE VOTING, BUT
DO NOT SPECIFY HOW YOU WANT TO VOTE YOUR SHARES, THE NAMED PROXIES WILL VOTE
"FOR" THE NOMINEES FOR ELECTION AS DIRECTOR ("PROPOSAL ONE"), "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR CARVER
FOR THE FISCAL YEAR ENDING MARCH 31, 2004 ("PROPOSAL TWO") AND "FOR" THE
AMENDMENT TO THE CARVER BANCORP, INC. MANAGEMENT RECOGNITION PLAN ("PROPOSAL
THREE").

If you are a stockholder whose shares are not registered in your own
name, you will need appropriate documentation from the stockholder of record to
vote personally at the Annual Meeting. You may receive a separate voting
instruction form with this proxy statement, or you may need to contact your
broker or other nominee to determine whether you will be able to vote
electronically using the Internet or telephone.

VOTES REQUIRED

PROPOSAL ONE. Directors are elected by a plurality of votes cast in
person or by proxy at the Annual Meeting. The two nominees receiving the highest
number of votes cast in person or by proxy at the Annual Meeting will be elected
to the Board of Directors. As such, if you do not vote for a nominee, your vote
will not count "for" or "against" the nominee. If you "withhold" authority for
any nominee, your vote will not count "for" or "against" the nominee, unless you
properly submit a new proxy card or vote at the Annual Meeting. You may not vote
your shares cumulatively for the election of directors.

If your shares are held in "street name," your broker may vote your
shares without receiving instructions from you. Shares that are not voted by a
broker are called "broker non-votes." Shares underlying broker non-votes will
have no effect on the election of directors.

PROPOSAL TWO. The ratification of the appointment of KPMG LLP as
Carver's independent auditors requires the affirmative vote of the holders of a
majority of the number of votes eligible to be cast by the holders of Voting
Stock present, in person or by proxy, and entitled to vote at the Annual
Meeting. So, if you "abstain" from voting on this proposal, it has the same
effect as if you voted "against" the proposal. Broker non-votes will have no
effect on the outcome of this proposal.

PROPOSAL THREE. The approval of the amendment of the Carver Bancorp,
Inc. Management Recognition Plan (the "MRP") requires the affirmative vote of
the holders of a majority of the number of votes eligible to be cast by the
holders of Voting Stock present, in person or by proxy, and entitled to vote at
the Annual Meeting. So, if you "abstain" from voting on this proposal, it has
the same effect as if you voted "against" the proposal. Broker non-votes will
have no effect on the outcome of this proposal.

Management is not aware of any matters other than those set forth in
the Notice of Annual Meeting of Stockholders that may be brought before the
Annual Meeting. If any other matters properly come before the Annual Meeting,
including, among other things, a motion to adjourn or postpone the Annual
Meeting to another time or place or both for the purpose of soliciting
additional proxies or otherwise, the persons named in the accompanying proxy
card will vote the shares represented by all properly executed proxies on such
matters using their best judgment.

REVOCABILITY OF PROXIES

If you are a stockholder whose shares are registered in your name, you
may revoke your grant of a proxy at any time before it is voted by:

o filing a written revocation of the proxy with Carver's Secretary;

o submitting another proper proxy with a more recent date than that
of the proxy first given by (1) following the Internet voting
instructions, (2) following the telephone voting instructions, or
(3) completing, signing, dating and returning a proxy card to the
Company; or

o attending and voting in person at the Annual Meeting.

If you are a stockholder whose shares are not registered in your name,
you may revoke your proxy by contacting your bank or broker for revocation
instructions.

We are soliciting proxies only for the Annual Meeting. If you grant us
a proxy to vote your shares, the proxy will be exercised only at the Annual
Meeting.

DISSENTERS' RIGHT OF APPRAISAL

Pursuant to Delaware corporation law, the actions contemplated to be
taken at the Annual Meeting do not create appraisal or dissenters' rights.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

If the proposed amendment to the MRP is approved by stockholders, it is
anticipated that executive officers will be granted shares under such plan. See
"Proposal Three--Approval of the Amendment to the Carver Bancorp, Inc.
Management Recognition Plan." Other than under such plan and other than for the
election of directors, no current or nominated director or executive officer,
nor any of their associates, has any direct or indirect interest in any matter
to be acted upon at the Annual Meeting.

SOLICITATION OF PROXIES

This proxy is being solicited by the Board of Directors of Carver. In
addition to solicitation by mail, certain directors, officers and employees of
Carver may solicit proxies for the Annual Meeting from Carver stockholders
personally or by telephone or telegram without additional remuneration therefor.
Carver will also provide persons, firms, banks and corporations holding shares
in their names or in the names of nominees, which in either case are
beneficially owned by others, proxy material for transmittal to such beneficial
owners and will reimburse such record owners for their expenses in doing so.

Carver has retained the proxy solicitation firm of Morrow & Company,
Inc. ("Morrow") to assist in the solicitation of proxies. Pursuant to Carver's
agreement with Morrow, Morrow will provide various proxy advisory and
solicitation services for Carver at an anticipated cost of $5,000 plus
reasonable out-of-pocket expenses. Carver will bear the entire cost of
solicitation of proxies, including the preparation, assembly, printing and
mailing of this proxy statement and any additional information furnished to
Carver stockholders.

==========================================
CORPORATE GOVERNANCE
==========================================

GENERAL PRINCIPLES

The Board of Directors of the Company is committed to strong and
effective corporate governance measures. The Board has developed, and continues
to review, policies and practices covering the operation of the Board and its
committees, including their composition and responsibilities, the conduct of
Board meetings and the structure and role of the Board's committees and related
matters, including those discussed below and throughout this proxy statement.
Among these measures are the following:

INDEPENDENCE. Under the Company's Bylaws, a majority of the Board must
be, and are, independent under the criteria set forth in the Bylaws. In
addition, the respective committee's charter

requires that all of the members of the Nominating/Corporate Governance,
Compensation and Finance and Audit Committees must be independent.

DIRECTOR TERMS. Directors serve for three-year terms. See "Proposal One
- --Election of Directors."

EXECUTIVE SESSIONS. The Board of Directors holds executive sessions for
non-employee directors only, at which management is not present. These sessions
are presided over by the Chairman of the Board. In addition, the Finance and
Audit Committee regularly holds executive sessions at which management is not
present. Each director also has access to any member of management and the
Company's independent auditors.

OUTSIDE ADVISORS. The Board and its committees may retain outside
advisors and consultants as they, in their discretion, deem appropriate.

BOARD SELF-EVALUATION. The Nominating/Corporate Governance Committee,
among other things, reviews the Company's and the Board's governance profile. In
addition, the Board and/or its committees regularly review their role and
responsibilities, composition and governance practices.

==========================================
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
==========================================

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of May 31, 2003, certain information
as to shares of Voting Stock beneficially owned by persons owning in excess of
5% of any class of Carver's outstanding Voting Stock. Carver knows of no person,
except as listed below, who beneficially owned more than 5% of any class of the
outstanding shares of our Voting Stock as of May 31, 2003. Except as otherwise
indicated, the information provided in the following table was obtained from
filings with the Securities and Exchange Commission ("SEC") and with Carver
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Addresses provided are those listed in the filings as the address of the
person authorized to receive notices and communications. For purposes of the
table below and the table set forth under "Security Ownership of Management," in
accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the
beneficial owner, for purposes of these tables, of any shares of stock (1) over
which he or she has or shares, directly or indirectly, voting or investment
power, or (2) of which he or she has the right to acquire beneficial ownership
at any time within 60 days after May 31, 2003. As used in this proxy statement,
"voting power" is the power to vote or direct the voting of shares, and
"investment power" includes the power to dispose or direct the disposition of
shares.

AMOUNT AND
NATURE OF PERCENT OF PERCENT OF
NAME AND ADDRESS BENEFICIAL CLASS COMMON STOCK
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING(1) OUTSTANDING

Common Stock Third Avenue Management LLC 218,500(2) 9.56% 9.56%
767 Third Avenue
New York, NY 10017

Common Stock Koch Asset Management, L.L.C. 210,250(3) 9.20% 9.20%
1293 Mason Road
Town & Country, MO 63131

Common Stock RASARA Strategies, Inc. 204,000(4) 8.92% 8.92%

160 North State Road
Briarcliff Manor, NY 10510

Common Stock Richard Parsons 135,000(5) 5.92% 5.92%
166 Duane Street PHB
New York, NY 10013

Series A Preferred Stock Morgan Stanley & Co. Incorporated 40,000(6) 100% 3.52%
1585 Broadway
New York, NY10036

Series B Preferred Stock Provender Opportunities Fund L.P. 60,000(7) 100% 5.18%
17 State Street
New York, NY 10004

(1) On May 31, 2003 there were outstanding 2,286,133, 40,000 and 60,000 shares
of Common Stock, Series A Preferred Stock and Series B Preferred Stock,
respectively.

(2) Based on an amended Schedule 13G, filed as of January 10, 2003 with the SEC
by Third Avenue Management LLC. Third Avenue Value Fund, Inc., an
investment company registered under the Investment Company Act of 1940, has
the right to receive dividends with respect to, and proceeds from the sale
of, such shares. Third Avenue Management LLC has sole voting and
dispositive power over such shares.

(3) Based on a Schedule 13G, filed as of February 20, 2003 with the SEC jointly
by Koch Asset Management, L.L.C. ("KAM") and Donald Leigh Koch, the sole
Managing Member of KAM. KAM is a registered investment adviser which
furnishes investment advice to individual clients by exercising trading
authority over securities held in accounts on behalf of such clients
(collectively, the "Managed Portfolios"). In its role as an investment
adviser to its clients, KAM has sole dispositive power over the Managed
Portfolios and may be deemed to be the beneficial owner of shares of Common
Stock held by such Managed Portfolios, and Mr. Koch may be deemed to have
the power to exercise any dispositive power that KAM may have with respect
to the Common Stock held by the Managed Portfolios. However, KAM does not
have the right to vote or to receive dividends from, or proceeds from the
sale of, the Common Stock held in such Managed Portfolios and disclaims any
ownership associated with such rights. Mr. Koch, individually, and Mr. Koch
and his spouse, jointly, own and hold voting power with respect to Managed
Portfolios containing approximately 59,000 shares of Common Stock, or an
aggregate of approximately 2.58% of the total number of outstanding shares
of Common Stock (the "Koch Shares"). Other than with respect to the Koch
Shares, all shares reported in the Schedule 13G have been acquired by KAM,
and Mr. Koch disclaims beneficial ownership, voting rights, rights to
dividends, or rights to sale proceeds associated with such shares.

(4) Based on a Schedule 13G, filed as of January 13, 2003.

(5) Based on an amended Schedule 13G, filed as of January 30, 2003.

(6) Morgan Stanley and Co., Incorporated ("Morgan Stanley") holds 40,000 shares
of Carver's Series A Preferred Stock, which Carver issued on January 11,
2000 through a private placement. The Series A Preferred Stock accrues
annual dividends of $1.96875 per share. Each share of Series A Preferred
Stock was purchased for $25.00 and is convertible at the option of the
holder at any time into 2.083333 shares of Carver's Common Stock, subject
to certain antidilution adjustments. Carver may redeem the Series A
Preferred Stock beginning January 15, 2004. In the event of any
liquidation, dissolution or winding up of Carver, whether voluntary or
involuntary, the holders of the shares of Series A Preferred Stock shall be
entitled to receive $25.00 per share of Series A Preferred Stock plus all
dividends accrued and unpaid thereon. Morgan Stanley is deemed to have
beneficial ownership of 83,320 shares, or 3.52%, of Carver's Common Stock
since it may elect to convert the Series A Preferred Stock at any time.
Pursuant to a Securities Purchase Agreement, dated January 11, 2000, among
Morgan Stanley, Provender (as defined below) and Carver, Morgan Stanley has
agreed not to grant any proxies with respect to the Series A Preferred
Stock or any Common Stock of Carver other than as recommended by Carver's
Board of Directors without first obtaining Carver's prior consent.

(7) Provender Opportunities Fund L.P. ("Provender") holds 60,000 shares of
Carver's Series B Preferred Stock, which Carver issued on January 11,
2000 through a private placement. The Series B Preferred Stock accrues
annual dividends at $1.96875 per share. Each share of Series B
Preferred Stock was purchased for $25.00 and is convertible at the
option of the holder at any time into 2.083333 shares of Carver's
Common Stock, subject to certain antidilution adjustments. Carver may
redeem the Series B Preferred Stock beginning January 15, 2004. In the
event of any liquidation, dissolution or winding up of Carver, whether
voluntary or involuntary, the holders of the shares of Series B
Preferred Stock shall be entitled to receive $25.00 per share of Series
B Preferred Stock plus all dividends accrued and unpaid thereon.
Provender is deemed to have beneficial ownership of 125,000 shares, or
5.18%, of Carver's Common Stock since it may elect to convert the
Series B Preferred Stock at any time. Pursuant to a Securities Purchase
Agreement, dated January 11, 2000, among Morgan Stanley, Provender and
Carver, Provender has agreed not to grant any proxies with respect to
the Series B Preferred Stock or any Common Stock of Carver other than
as recommended by Carver's Board without first obtaining Carver's prior
consent.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information about the shares of Voting
Stock beneficially owned by each nominee, each Continuing Director, each Named
Executive Officer identified in the Summary Compensation Table included in this
proxy statement, and all directors and executive officers of Carver or Carver
Federal, as a group, as of May 31, 2003. Except as otherwise indicated, each
person and each group shown in the table has sole voting and investment power
with respect to the shares of Voting Stock indicated.

AMOUNT AND NATURE PERCENT OF AMOUNT
OF BENEFICIAL AND NATURE OF SERIES B
OWNERSHIP OF COMMON PERCENT OF BENEFICIAL PREFERRED STOCK
STOCK COMMON STOCK OWNERSHIP OF OUTSTANDING
NAME TITLE (1) (2) OUTSTANDING (3) SERIES B PREFERRED STOCK
---- ----- ------- --------------- -------- ---------------

Frederick O. Terrell Chairman 129,083 (4) 5.35% 60,000 (4) 100%

Deborah C. Wright (5) President, Chief 100,536 4.24% -- --
Executive Officer
and Director

Carol Baldwin Moody Director 100 * -- --

David L. Hinds Director 8,075 * -- --

Robert Holland, Jr. Director 12,965 * -- --

Pazel G. Jackson, Jr. Director 2,200 * -- --

Edward B. Ruggiero Director 2,000 * -- --

Strauss Zelnick (6) Director 9,063 * -- --

Catherine A. Executive Vice 7,099 * -- --
Papayiannis President and Chief
Operating Officer

William Gray Senior Vice 5,673 * -- --
President and Chief
Financial Officer

Margaret D. Peterson Senior Vice 10,199 * -- --
President and Chief
Human Resources
Officer

Linda J. Dunn Senior Vice 6,510 * -- --
President, General
Counsel and
Secretary

All directors and executive 323,756 12.71% 60,000 100%
officers as a group (7)(8)(9)

* Less than 1% of outstanding Common Stock.

(1) Includes 600, 80,000, 600, 600, 1,000, 600, 4,999, 1,836, 5,566 and
3,416 shares which may be acquired by Mr. Terrell, Ms. Wright, Mr.
Hinds, Mr. Holland, Mr. Jackson, Mr. Zelnick, Ms. Papayiannis, Mr.
Gray, Ms. Peterson and Ms. Dunn, respectively, pursuant to options
granted under Option Plan (as defined herein) which such person has the
right to acquire within 60 days after May 31, 2003 by the exercise of
stock options.

(2) Excludes 400, 4,435, 1,000, 400, 400, 1,000, 400, 2,126, 571 and 940
shares of restricted stock granted to Mr. Terrell, Ms. Wright, Ms.
Baldwin Moody, Mr. Hinds, Mr. Holland, Mr. Ruggiero, Mr. Zelnick, Mr.
Gray, Ms. Peterson and Ms. Dunn, respectively, pursuant to the MRP
which have not vested and with respect to which such individuals have
neither voting nor dispositive power.

(3) Percentages with respect to each person or group of persons have been
calculated on the basis of 2,286,133 shares of Common Stock, the total
number of shares of Common Stock outstanding as of May 31, 2003, plus
the number of shares of Common Stock which such person or group has the
right to acquire within 60 days after May 31, 2003 by the exercise of
stock options.

(4) Includes 60,000 Shares of the Series B Preferred Stock owned by
Provender. Provender is also deemed to have beneficial ownership of the
125,000 shares of Common Stock into which the Series B Preferred Stock
may be converted at any time. As a Managing Partner and Chief Executive
Officer of Provender, Mr.

Terrell may be deemed to beneficially own such securities. Mr. Terrell
disclaims beneficial ownership of such securities.

(5) Ms. Wright was awarded 30,000 options to purchase Shares of Common
Stock at a price per share of $8.125 under the Option Plan, 15,000 of
which vested on June 1, 1999, 5,000 of which vested on each of June 1,
2000, 2001 and 2002. On June 1, 2000, Ms. Wright was awarded 30,000
options to purchase shares of Common Stock at a price per share of
$8.21 under the Option Plan, 10,000 of which vested on each of June 1,
2001, 2002 and 2003. On August 22, 2001, Ms. Wright was awarded options
to purchase 30,000 shares of Common Stock at a price per share of
$9.93, 10,000 of which vested on August 22, 2002, and 10,000 of which
will vest on each of August 22, 2003 and August 22, 2004. On June 12,
2002, Ms. Wright was awarded options to purchase 30,000 shares of
Common Stock at a price per share of $12.06, 10,000 of which vested on
June 12, 2003 and 10,000 of which will vest on each of June 12, 2004
and June 12, 2005. On June 24, 2003, Ms. Wright was awarded options to
purchase 20,000 shares of Common Stock at a price per share of $16.41,
which will vest in equal installments on each of June 24, 2004, 2005
and 2006. On June 1, 1999, Ms. Wright was awarded 7,500 shares of
restricted stock under the MRP, 2,500 of which vested on each of June
1, 2000, 2001 and 2002; on September 18, 2001 Ms. Wright was awarded
1,817 shares of restricted stock under the MRP that vested on September
18, 2001; on June 12, 2002 Ms. Wright was awarded 2,902 shares of
restricted stock under the MRP, 967 of which vested on June 12, 2003
and 967 of which will vest on each of June 12, 2004 and June 12, 2005;
and on June 24, 2003 Ms. Wright was awarded 2,500 shares of restricted
stock under the MRP, subject to approval by stockholders of the
amendment to the MRP, which will vest in equal installments on each of
June 24, 2004, 2005 and 2006.

(6) Shared voting and dispositive power with spouse.

(7) Includes 11,504 shares in the aggregate held by the ESOP Trust that
have been allocated as of December 31, 2002 to the individual accounts
of executive officers under the ESOP and as to which an executive
officer has sole voting power for the shares allocated to such person's
account, but no dispositive power, except in limited circumstances.
Also includes 18,644 unallocated shares held by the ESOP Trust as of
January 1, 2003 as to which the Board shares voting and dispositive
power. Each member of the Board disclaims beneficial ownership of the
shares held in the ESOP Trust.

(8) Includes 105,074 shares that may be acquired by executive officers and
directors pursuant to options granted under the Option Plan by the
exercise of stock options. Excludes the 16,382 unvested shares of
restricted stock awarded to the executive officers and directors under
the MRP with respect to which such executive officers and directors
have neither voting nor dispositive power.

(9) Includes 125,000 shares of Common Stock issuable on conversion of
the Series B Preferred Stock held by Provender.

EXECUTIVE OFFICERS AND KEY MANAGERS OF CARVER AND CARVER FEDERAL

Biographical information for Carver's executive officers and key
managers who are not directors is set forth below. Such executive officers and
key managers are officers and managers of Carver and the Bank. The information
is provided as of May 31, 2003.

EXECUTIVE OFFICERS

JAMES BASON, 48, is Senior Vice President and Chief Lending Officer. He
joined Carver in March 2003. Previously Mr. Bason was Vice President and Real
Estate Loan Officer at The Bank of New York where he had been employed since
1991 when The Bank of New York acquired Barclays Bank (where he had been
employed since 1986). At The Bank of New York he was responsible for developing
and maintaining relationships with developers, builders, real estate investors
and brokers to provide construction and permanent real estate financing. At
Barclays, Mr. Bason began his career in residential

lending and eventually became the bank's CRA officer. Mr. Bason earned a B.S. in
Business Administration from the State University of New York at Oswego.

FRANK J. DEATON, 34, is Senior Vice President and Chief Auditor. Prior
to joining Carver in May 2001, he was Vice President and Risk Review Manager
with Key Bank in Cleveland, Ohio where he was responsible for developing the
scope and overseeing completion of credit, operational and regulatory compliance
audits for a variety of business units. Mr. Deaton had joined Key Bank in 1990.
Mr. Deaton is a Certified Bank Auditor and a member of the Institute of Internal
Auditors.

LINDA J. DUNN, 47, is Senior Vice President, General Counsel and
Secretary. She joined Carver in June 2001. Ms. Dunn had been a corporate
associate at the law firm Paul, Weiss, Rifkind, Wharton & Garrison since
graduating from law school in 1994. From 1987 to 1991, she was an Assistant Vice
President in the Consumer Products Division of Chemical Bank where she was
responsible for managing performance analysis of the bank's credit card
portfolios. Ms. Dunn earned B.A., M.B.A. and J.D. degrees from Harvard
University.

WILLIAM GRAY, 48, is Senior Vice President and Chief Financial Officer.
He joined Carver in February 2002. Mr. Gray had been employed by Dime Savings
Bank since 1992, most recently serving as Vice President/Director of Business
Unit Planning and Support in the Corporate Controller's Department where he was
responsible for identifying and evaluating strategic initiatives for several
businesses. Prior to that, he held positions at Dime Savings Bank, State
Savings, F.A. and Richmond Hill Savings Bank. He earned a B.A. in Accounting at
Adelphi University.

BRIAN J. MAHER, 62, is Senior Vice President and Chief Credit Officer.
Mr. Maher joined Carver in September 2002 and was appointed to the newly created
Chief Credit Officer position in January 2003. Mr. Maher brings to Carver 30
years of experience in financial services, 20 years in credit and lending, 15
years of which were with Citibank and seven years with Alliance Funding. Mr.
Maher earned a B.A. from St. Bonaventure University.

CATHERINE A. PAPAYIANNIS, 43, is Executive Vice President and Chief
Operating Officer. She joined Carver in June 2002 from Atlantic Bank where she
had been employed since 1995. At Atlantic Bank, Ms. Papayiannis most recently
held the position of Senior Vice President/Director of Community Banking and was
responsible for Atlantic's Community Banking Group and its retail distribution
network of 12 branches in New York and Boston, offsite ATM network, wealth
management services, cash management services, residential and consumer lending
and small business banking. From 1989 to 1995, Ms. Papayiannis was employed by
Olympian Bank of Brooklyn, New York where she held numerous roles, including
Vice President and Comptroller, Vice President/Community Banking, and Vice
President/Branch Administrator. Prior to that, she held positions at mortgage
banking and investment banking firms. Ms. Papayiannis earned a B.B.A. and an
M.B.A. from Baruch College.

MARGARET D. PETERSON, 52, is Senior Vice President and Chief Human
Resources Officer. Ms. Peterson joined Carver in November 1999 from Deutsche
Bank where she had served as a Compensation Planning Consultant in Corporate
Human Resources. Prior to that, Ms. Peterson was a Vice President and Senior
Human Resources Generalist for Citibank Global Asset Management. Ms. Peterson
also has 10 years of systems and technology experience from various positions
held at JP Morgan and Chase Manhattan Bank. Ms. Peterson earned a B.P.S. degree
from Pace University, an M.B.A. from Columbia University as a Citicorp Fellow,
and has been designated a Certified Compensation Professional by the American
Compensation Association and a Senior Professional in Human Resources by The
Human Resource Certification Institute.

DEVON W. WOOLCOCK, 37, is Senior Vice President and Chief of Retail
Banking. He is a 12-year veteran of retail banking. He joined Carver in July
2000 from Citibank where he rose to Division Executive Vice President and where,
most recently, he managed six branches in Brooklyn and Queens. Mr. Woolcock
began his career with Barnett Bank in Florida. Mr. Woolcock attended college at
the University of Houston and Bethune Cookman College.

Key Managers

BENNETT E. RAGLIN, 40, is Vice President and Information Technologies
Director. He joined Carver in March 2000. Prior to joining Carver, he was a
Network Consultant for BMW North America where he performed various functions
including change management, needs analysis, systems installations, and Y2K
readiness. Mr. Raglin is a Microsoft Certified System Engineer, a Microsoft
Certified Trainer, a NYS Certified Vocational Trainer and a member of the
Project Management Institute. Mr. Raglin earned a B.A. degree from Talladega
College.

EVAN JALAZO, 39, is Vice President and Controller. He joined Carver in
April 2002. Prior to joining Carver, he was Vice President of Financial
Accounting at Cantor Fitzgerald Securities where he was responsible for global
accounts receivable, compensation and partnership accounting. Prior to that, Mr.
Jalazo was a Vice President and financial officer at Dime Savings Bank. Mr.
Jalazo earned a B.A. in Accounting from Hofstra University.

==============================================================
PROPOSAL ONE

ELECTION OF DIRECTORS
==============================================================

GENERAL

The Certificate of Incorporation of Carver provides that Carver's Board
of Directors shall be divided into three classes, as nearly equal in number as
possible. The directors of each class serve for a term of three years, with one
class elected each year. In all cases, directors serve until their successors
are elected and qualified.

Carver's Board of Directors has the discretion to fix the number of
directors by resolution and has so fixed this number at eight. The terms of two
directors expire at the Annual Meeting. Directors Frederick O. Terrell and
Robert Holland, Jr., whose terms are expiring, have been nominated by the Board
of Directors to be re-elected at the Annual Meeting to serve for a term of three
years and until their respective successors are elected and qualified.

Each nominee has consented to being named in this proxy statement and
to serve if elected. However, if any nominee is unable to serve, the shares
represented by all properly executed proxies which have not been revoked will be
voted for the election of such substitute as the Board of Directors may
recommend, or the size of the Board of Directors may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee might be
unavailable to serve.

INFORMATION REGARDING NOMINEES AND CONTINUING DIRECTORS

The following table sets forth certain information with respect to the
nominees for election as a director and each director whose term does not expire
at the Annual Meeting ("Continuing Director"). Pursuant to the terms of a
Securities Purchase Agreement relating to the issuance of the Company's Series B
Preferred Stock to Provender, Mr. Frederick O. Terrell was appointed to the
Boards of Carver and Carver Federal for a term expiring at the annual meeting of
stockholders for the fiscal year ending March

31, 2000. He was reelected for a three-year term at that meeting. There are no
other arrangements or understandings between Carver and any director or nominee
pursuant to which such person was elected or nominated to be a director of
Carver. For information with respect to the ownership of shares of the Common
Stock by directors and the nominees, see "Security Ownership of Certain
Beneficial Owners and Management--Security Ownership of Management."

END POSITION HELD WITH
NAME AGE (1) OF TERM CARVER AND CARVER FEDERAL DIRECTOR SINCE
---- ------- ------- ------------------------- --------------
NOMINEES FOR THREE-YEAR TERM EXPIRING
IN 2006

Frederick O. Terrell 48 2003 Chairman 2000
Robert Holland, Jr. 63 2003 Director 2000

CONTINUING DIRECTORS
David L. Hinds 56 2004 Director 2000
Pazel G. Jackson, Jr. 71 2004 Director 1997
Deborah C. Wright 45 2004 President, Chief Executive 1999
Officer and Director
Strauss Zelnick 45 2005 Director 2000
Carol Baldwin Moody 46 2005 Director 2003
Edward B. Ruggiero 50 2005 Director 2003

(1) As of May 31, 2003.

The principal occupation and business experience of the nominees for
election as director and each Continuing Director is set forth below.

NOMINEES FOR ELECTION AS DIRECTOR

FREDERICK O. TERRELL is Managing Partner and Chief Executive Officer of
Provender Capital Group, LLC, a private equity investment firm based in New
York. Prior to forming Provender in 1997, Mr. Terrell was a Managing Director
and Partner with Credit Suisse First Boston. He is a member of the Boards of New
York Life Insurance Company, Vanguarde Media, Inc., Well Choice, Inc., The
Diversity Channel, Inc. and the Yale School of Management. Mr. Terrell received
his B.A. degree from La Verne College, an M.A. from Occidental College and his
M.B.A. from the Yale School of Management.

ROBERT HOLLAND, JR. was Chairman and Chief Executive Officer of
Workplace Integrators, a Southeast Michigan company he acquired in June 1997 and
built into one of the largest Steelcase Office Furniture dealerships in the
United States. He divested this business in April 2001. Mr. Holland was formerly
President and Chief Executive Officer of Ben & Jerry's, Chairman and Chief
Executive Officer of Rokher-J, Inc., a New York-based holding company that
participates in business development projects and provides strategy development
assistance to senior management of major corporations, and a partner with
McKinsey & Company. Mr. Holland is a member of the Boards of The MONY Group,
Lexmark International, Inc., YUM Brands, Inc., Mazaruni Granite Products and the
Harlem Junior Tennis Program, is Vice Chairman of the Board of Trustees of
Spelman College and is a member of the Executive Board of the Harvard Journal of
African-American Public Policy.

----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR EACH NOMINEE FOR ELECTION AS DIRECTOR.

PLEASE MARK YOUR VOTE ON THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE
OR VOTE BY INTERNET OR TELEPHONE.
----------------------------------------------------------------------

CONTINUING DIRECTORS

CAROL BALDWIN MOODY is the Managing Director of TWC/Latin America
Partners, LC, a position she assumed in April 2000. Prior to that, she was the
Head of Compliance/Global Relationship Banking at Citibank where she was
responsible for assisting the business in its responsibilities to comply with
all applicable laws, regulations, corporate policies and standards in over 90
countries. From 1988 to 1994, she held several senior legal positions at
Citibank. Prior to joining Citibank, Ms. Baldwin Moody served as a corporate
associate at the law firm Debevoise and Plimpton from 1982 to 1988. She is a
member of the Brister Society of the University of Pennsylvania. Ms. Baldwin
Moody holds a B.S.E. from the Wharton School of the University of Pennsylvania
and a J.D. from Columbia University.

DAVID L. HINDS is a retired Managing Director of Deutsche Bank. During
his extensive career at Deutsche Bank and Bankers Trust, Mr. Hinds led several
operating divisions, a start-up technology division and a global marketing and
sales organization. Most recently, he was Managing Director/Partner for Deutsche
Bank's Global Cash Management and Trade Finance Division, where he had profit
and loss responsibility for all business activities, including global sales,
operations, product management, credit and technology. He is a board member of
the Staten Island Bank & Trust Co. and the SBLI Mutual Life Insurance Company,
past President of the Executive Leadership Council and Co-Founder of the Urban
Bankers Coalition.

PAZEL G. JACKSON, JR. is a retired Senior Vice President of JPMorgan
Chase. From January 1995 to 2000, Mr. Jackson was responsible for new business
development in targeted markets throughout the United States. Prior to joining
JPMorgan Chase, Mr. Jackson served as the Senior Credit Officer of the
Residential Mortgage Division of Chemical Bank. Mr. Jackson's previous business
experience also includes employment as a Senior Vice President in charge of
Commercial and Residential Lending at The Bowery Savings Bank, which he joined
in 1969. Mr. Jackson is a licensed professional engineer and earned his M.B.A.
from Columbia University.

EDWARD B. RUGGIERO is Vice President, Corporate Finance at AOL Time
Warner, Inc., where he is responsible for the planning and management of AOL
Time Warner's overall capital structure and financial risk position. Mr.
Ruggiero joined AOL Time Warner in 1996. Prior to that, he was Executive Vice
President-Corporate Finance and Strategy for Dime Savings Bank of New York, FSB.
During his 14 years with Dime, he served in various management positions,
including Controller, Chief Planning and Compliance Officer and Chief Operating
Officer of its mortgage banking subsidiary. Prior to joining Dime, Mr. Ruggiero
was employed by The New York Bank For Savings and the accounting firm of Ernst &
Young. Mr. Ruggiero holds a B.S. from St. John's University.

DEBORAH C. WRIGHT is President, Chief Executive Officer and Director of
Carver and Carver Federal. Prior to joining Carver on June 1, 1999, Ms. Wright
was President & CEO of the Upper Manhattan Empowerment Zone Development
Corporation, a position she had held since May 1996, and Commissioner of the
Department of Housing Preservation and Development from 1994 through 1996.

Previously, Ms. Wright was a member of the New York City Housing Authority
Board. She is a member of the Board of Overseers of Harvard University and the
boards of Kraft Foods, Inc., The Lower Manhattan Redevelopment Corporation, The
New York City Partnership, Inc. and The Ministers and Missionaries Benefit Board
of the American Baptist Churches. Ms. Wright earned A.B., J.D. and M.B.A.
degrees from Harvard University.

STRAUSS ZELNICK is the founder of ZelnickMedia LLC, an investment and
advisory firm specializing in media and entertainment. From 1998 to 2000, Mr.
Zelnick was President and Chief Executive Officer of BMG Entertainment, a $4.7
billion music and entertainment unit of Bertelsmann A.G., where he managed one
of the world's largest music and entertainment companies, one of the leading
music publishing companies and the world's largest record club. Before joining
BMG, Mr. Zelnick was President and Chief Executive Officer of Crystal Dynamics,
a leading producer and distributor of interactive entertainment software. Mr.
Zelnick serves on the boards of Insignia Financial Group, UGO Networks and
On2.com and serves on the Board of Trustees of Wesleyan University and WNYC. Mr.
Zelnick holds a B.A. from Wesleyan University and a J.D. and M.B.A. from Harvard
University.

BOARD AND COMMITTEE MEETINGS

The Board of Directors of Carver holds regularly scheduled meetings
during the fiscal year to review significant developments affecting Carver and
to act on matters requiring Board approval. It also holds special meetings when
an important matter requires Board action between scheduled meetings. Members of
senior management regularly attend Board meetings to report on and discuss their
areas of responsibility. During fiscal 2003, the Board met nine times. No
incumbent director attended fewer than 75%, in the aggregate, of the total
number of Carver Board meetings held while he or she was a member of the Board
during fiscal 2003 and the total number of meetings held by committees on which
he or she served during such fiscal year.

Carver's Bylaws require that the Company have an executive, finance and
audit, nominating/corporate governance, compensation and asset/liability and
interest rate risk committee. On October 29, 2002, the Board adopted a charter
for each of the Nominating/Corporate Governance Committee and the Compensation
Committee. The nature and composition of each of the standing committees of the
Company are described below.

EXECUTIVE COMMITTEE. Pursuant to Carver's Bylaws, the Executive
Committee is authorized to act as appropriate between meetings of the Board. As
of February 4, 2003, the date of the annual meeting of directors for the fiscal
year ended March 31, 2002, members of this committee are Directors Deborah C.
Wright (Chairman), Frederick O. Terrell, David L. Hinds, Robert Holland, Jr. and
Pazel G. Jackson, Jr. The Executive Committee did not meet during fiscal 2003.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE. On October 29, 2002, the
Board amended the Bylaws to change this committee's name from "Nominating
Committee" to "Nominating/Corporate Governance Committee" to reflect its
responsibility for corporate governance issues. As of February 4, 2003, the
Nominating/Corporate Governance Committee consists of Directors Pazel G.
Jackson, Jr. (Chairman) and Carol Baldwin Moody. All members are outside
directors except that during a portion of fiscal 2003 the Bylaws provided that
the Chief Executive Officer shall serve as an EX-OFFICIO voting member of the
committee. As of October 29, 2002, the Bylaws were amended to provide that the
Chief Executive Officer is no longer an EX-OFFICIO member of the committee. The
Nominating/Corporate Governance Committee's functions include advising the Board
on matters of corporate governance and considering qualifications of prospective
Board member candidates, including conducting research to identify and recommend
nomination of suitable candidates who are willing to serve as members of the

Board, reviewing the experience, background interests, ability and availability
of prospective nominees to meet time commitments of the Board and committee
responsibilities, consideration of nominees recommended by stockholders who
comply with procedures set forth in the Company's Bylaws, described on page 32,
and determining whether any prospective member of the Board has any conflicts of
interest which may impair the individual's suitability for such service. The
committee also has responsibility to monitor current members of the Board
pursuant to the same guidelines used to select candidates.

The committee met one time during fiscal 2003. The Nominating/Corporate
Governance Committee also met on July 1, 2003 to nominate directors for election
at the Annual Meeting. Only those nominations made by the Nominating/Corporate
Governance Committee will be voted upon at the Annual Meeting. For a description
of the proper procedure for stockholder nominations, see "Additional
Information--Notice of Business to be Conducted at Annual Meeting" in this proxy
statement.

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and its
associated regulations, the Nominating/Corporate Governance Committee approved
and adopted a Code of Ethics for Senior Financial Officers. A copy of the code
can be found on the Company's website at www.carverbank.com. Stockholders may
obtain, free of charge, a copy of such code by writing to Linda J. Dunn,
Secretary, Carver Bancorp, Inc., 75 West 125th Street, New York, New York 10027,
or by telephoning (212) 876-4747. As required, this code applies to the
Company's principal executive officer, the principal financial officer, the
principal accounting officer or controller, or persons performing similar
functions, and mandates that these officers among other things:

o act with honesty and integrity, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;

o provide full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Company files with,
or submits to, the Securities and Exchange Commission and in
other public communications made by the Company;

o comply with applicable governmental laws, rules and regulations;
and

o promote the prompt internal reporting of violations of this code
to the chair of the Finance and Audit Committee and to the
appropriate person or persons identified in the Company's Code of
Ethics.

The code further provides that any violation will be subject to appropriate
discipline, up to and including dismissal from the Company.

COMPENSATION COMMITTEE. As of February 4, 2003, the Compensation
Committee consists of Directors Strauss Zelnick (Chairman) and Edward B.
Ruggiero. During a portion of fiscal 2003, Carver's Bylaws provided that the
Chief Executive Officer shall serve as an EX-OFFICIO non-voting member of the
committee. As of October 29, 2002, the Bylaws were amended to provide that the
Chief Executive Officer is no longer an EX-OFFICIO member of the committee. The
Compensation Committee oversees the development, implementation and conduct of
employment and personnel policies, notices and procedures, including the
administration of the compensation and benefit programs. The Compensation
Committee met one time during fiscal 2003.

FINANCE AND AUDIT COMMITTEE. As of February 4, 2003, the Finance and
Audit Committee of Carver consists of Directors David L. Hinds (Chairman), Carol
Baldwin Moody, Robert Holland, Jr. and Pazel G. Jackson, Jr. The Finance and
Audit Committee's primary duties and responsibilities are to:

o Monitor the integrity of Carver's financial reporting process and
systems of internal controls regarding finance, accounting and
legal compliance;

o Manage the independence and performance of Carver's independent
public auditors and internal auditing department;

o Monitor the process for adhering to laws, regulations, the
Company's Code of Ethics and the Code of Ethics for Senior
Financial Officers; and

o Provide an avenue of communication among the independent
auditors, management, the internal auditing department and the
Board of Directors.

The Finance and Audit Committee met nine times during fiscal 2003.

ASSET LIABILITY AND INTEREST RATE RISK COMMITTEE. As of February 4,
2003, the Asset Liability and Interest Rate Risk Committee consists of Directors
Pazel G. Jackson, Jr. (Chairman), David L. Hinds, Edward B. Ruggiero and Deborah
C. Wright. The Asset Liability and Interest Rate Risk Committee monitors
activities related to asset/liability management and interest rate risk,
including the establishment of guidelines related to risk, purchase or sale of
loans and investments, and management of interest rate, credit and liquidity
risk against objectives and risk limitations set forth in Carver Federal's
policies. The committee met eight times during fiscal 2003.

REPORT OF THE FINANCE AND AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

THIS REPORT IS FURNISHED BY THE CARVER FINANCE AND AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS AS REQUIRED BY THE RULES OF THE SEC UNDER THE EXCHANGE
ACT. THE REPORT OF THE FINANCE AND AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE
THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("SECURITIES ACT"), OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT
CARVER SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT
OTHERWISE BE DEEMED TO BE FILED UNDER THE SECURITIES ACT OR THE EXCHANGE ACT.

On December 9, 2002 the Board of Directors adopted an amended written
charter that sets forth the Finance and Audit Committee's duties and
responsibilities and reflects applicable American Stock Exchange rules and new
SEC regulations.

All members of the Finance and Audit Committee are independent as
defined in the American Stock Exchange's listing standards. The Finance and
Audit Committee received the required written disclosures and letter from KPMG
LLP, Carver's independent accountants, required by Independence Standards Board
Standard No. 1 and has discussed with KPMG LLP its independence. The Finance and
Audit Committee reviewed and discussed with the Company's management and KPMG
LLP the audited financial statements of the Company contained in the Company's
fiscal 2003 Annual Report on Form 10-K. The Finance and Audit Committee has also
discussed with KPMG LLP the matters required to be discussed pursuant to the
Codified Statements on Auditing Standards (SAS 61).

Throughout the year, the Finance and Audit Committee had full access to
management and the outside and internal auditors for the Company. The Finance
and Audit Committee consulted with advisors regarding the Sarbanes-Oxley Act of
2002, the American Stock Exchange's proposed corporate governance listing
standards and the corporate governance environment in general and considered any
additional requirements of the Finance and Audit Committee as well as additional
procedures or matters the Finance and Audit Committee should consider. During
fiscal 2003, the Finance and Audit Committee approved the retention of the
Company's independent accounting firm, KPMG, LLP, and received the Board's
ratification of this decision.

Based on its review and discussions described in the immediately
preceding paragraph, the Finance and Audit Committee recommended to the Board of
Directors that the audited financial statements included in the Company's fiscal
2003 Annual Report on Form 10-K be included in that report.

FINANCE AND AUDIT COMMITTEE
David L. Hinds (Chairman)
Carol Baldwin Moody
Robert Holland, Jr.
Pazel G. Jackson, Jr.

DIRECTORS' COMPENSATION

DIRECTORS' FEES. After careful review, including advice from an
independent compensation consultant, it was determined that the compensation
paid to the Company's non-employee directors should be modified in fiscal 2003.
Carver's non-employee directors continue to receive $600 for each meeting of
Carver's Board of Directors that they attend, except that the Chairman receives
a fee of $850 per meeting. Fees for Executive Committee meetings continue to be
$700 per meeting and $475 for all other committee meetings. In addition,
effective April 2003 each non-employee director receives a $10,000 annual
retainer, except for the Chairman of the Board who receives $15,000. Each
committee chairman receives an additional retainer of $1,500, except for the
chairman of the Finance and Audit Committee who receives $2,500. These annual
retainers may be paid on a quarterly basis. Directors who are officers of or are
employed by the Company or any of its subsidiaries are not additionally
compensated for their Board and committee activities. Directors of Carver also
serve as directors of Carver Federal and its subsidiaries, but do not receive
additional fees for service as directors of Carver Federal or such subsidiaries
for meetings held on the same date. Directors may opt to receive their fees in
cash, stock or stock options under the Carver Bancorp, Inc. Compensation Plan
for Non-Employee Directors.

OPTION PLAN. Carver maintains the Carver Bancorp, Inc. 1995 Stock
Option Plan (the "Option Plan") for the benefit of its directors and certain key
employees. Any individual who becomes an outside director following the
effective date of the Option Plan will be granted options to purchase 1,000
shares of Common Stock with an exercise price equal to the greater of $10.38 per
share or the fair market value of a share of Common Stock on the date of the
grant. Options granted under the Option Plan generally vest in five equal annual
installments commencing on the first anniversary of the effective date of the
grant, provided the recipient is still a director of Carver or Carver Federal on
such date. In September 1997, the Option Plan was amended to provide the
Compensation Committee with discretion to grant stock options that will vest and
become exercisable pursuant to a vesting schedule that differs from the Option
Plan's standard five-year schedule. The Option Plan continues to provide that,
upon the death or disability of an option holder, all options previously granted
to such individual will automatically become exercisable. In February 2001, the
stockholders of Carver approved an amendment to the Option Plan to increase the
number of shares of Common Stock available for issuance under the Option Plan by
200,000.

MANAGEMENT RECOGNITION PLAN. Carver maintains the MRP for the benefit
of its directors and certain key employees. Any individual who becomes an
outside director following the effective date of the MRP will be granted 1,000
shares of restricted stock. Awards granted under the MRP will generally vest in
five equal annual installments commencing on the first anniversary date of the
award, provided the recipient is still a director of Carver or Carver Federal on
such date. Awards will become 100% vested upon termination of service due to
death or disability. When shares become vested and are distributed, the

recipients will receive an amount equal to any accrued dividends with respect
thereto. The MRP was also amended in September 1997 to permit the Compensation
Committee, in its discretion, to grant restricted stock awards with vesting
schedules that differ from the MRP's standard five-year schedule.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

THIS REPORT IS FURNISHED BY CARVER'S COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS AS REQUIRED BY THE RULES OF THE SEC UNDER THE EXCHANGE ACT.
THE REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH SHALL NOT BE
DEEMED TO BE INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY
REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OR THE
EXCHANGE ACT, EXCEPT TO THE EXTENT THAT CARVER SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED TO BE FILED UNDER
THE SECURITIES ACT OR THE EXCHANGE ACT.

The Compensation Committee is responsible for establishing the policies
which govern employee compensation and stock ownership programs. The
Compensation Committee annually reviews and makes recommendations to the Board
of Directors regarding the compensation of Carver's executive officers,
including the compensation of the Chief Executive Officer ("CEO") of Carver and
Carver Federal. The overall compensation structure of Carver is aimed at
establishing a total compensation package that rewards strong Carver and
individual performance.

The Compensation Committee reviews and updates Carver's compensation
program on an ongoing basis and has engaged the services of a nationally
recognized compensation consultant to review Carver's executive pay practices to
ensure that executive salaries and equity award levels remain competitive with
Carver's market for executive talent. Recommendations of and rationale by
Carver's CEO are taken into consideration during such review, except that the
CEO does not participate in the committee's decision regarding her own
compensation review and recommendation. Base salary levels for executive
officers and key managers are designed to be competitive with cash compensation
levels paid to executives at banking and thrift institutions of comparable size.
Benefit plans, consisting of a 401(k) Plan, ESOP and group insurance coverages,
are designed to provide for the health and welfare of employees, including
executive officers, and their families, as well as for their long-term financial
and retirement needs. After review by the Compensation Committee, effective
September 2003 base salaries at year end fiscal 2002 were increased 3.4% on
average for executive officers, a level deemed appropriate using the above
criteria.

Long-term incentives are provided to executive officers in the form of
stock option and restricted stock awards under the Option Plan and the MRP.
These plans are designed to provide incentives for longer-term positive
performance of the executive officers and to align their financial interests to
those of Carver's stockholders by providing executives the opportunity to
participate in the appreciation of Carver's Common Stock that may occur after
the date of grant of such restricted stock awards or options. The vesting
schedule for awards provides incentives for executive officers to remain
employed by Carver. In addition to the Option Plan and MRP, Carver provides
stock benefits to its employees, including its executive officers, through the
ESOP. Pursuant to the ESOP, each of Carver's executive officers who has been
employed since 2001 has an individual account within the ESOP Trust which is
invested primarily in employer securities, with the result that a portion of
each such executive officer's long-term retirement savings is tied to the
performance of Carver. Options to purchase from 1,065 to 2,900 shares of Common
Stock were granted under the Option Plan to executive officers, other than the
CEO, for fiscal 2003. Between 500 and 1,450 restricted stock awards under the
MRP were granted to each executive officer, other than the CEO, for fiscal 2003,
subject to approval by stockholders of an amendment to the MRP. The Compensation
Committee has recommended and the Board has approved an amendment to the MRP to
increase the number of shares that may be awarded under the MRP by 50,000, which
is being presented

to stockholders in this proxy statement for approval. See "Proposal
Three--Approval of the Amendment to the Carver Bancorp, Inc. Management
Recognition Plan."

CHIEF EXECUTIVE OFFICER. Carver's CEO, Deborah C. Wright, was hired as
of June 1, 1999. The terms of Ms. Wright's employment and compensation are set
forth in employment agreements between Ms. Wright and Carver and Carver Federal.
The Compensation Committee recognizes the significant additional efforts
required of the CEO in bringing about Carver's improved financial performance.

The Compensation Committee in June 2003 awarded Ms. Wright an annual
bonus for fiscal 2003 of $135,000 in cash, a grant of 2,500 shares of restricted
stock under the MRP, subject to approval by stockholders of an amendment to the
MRP, which will vest in equal installments over a three year period and an
option to purchase 20,000 shares of Common Stock which will become exercisable
in equal installments over a three year period. The Compensation Committee
determined this amount based on a review of Carver Federal and Ms. Wright's
performance for the fiscal year versus objective criteria set by the
Compensation Committee in three critical areas, institutional restructuring,
strategic initiatives and financial performance and also reviewed a report
prepared by its compensation consultant regarding competitive levels of annual
CEO compensation.

COMPENSATION COMMITTEE
Strauss Zelnick (Chairman)
Edward B. Ruggiero

PERFORMANCE GRAPH

Pursuant to the regulations of the SEC, set forth below is a line graph
(as prepared by the Center for Research in Security Prices, Graduate School of
Business, University of Chicago) comparing the cumulative total return of the
Common Stock of the Company with that of the American Stock Exchange ("AMEX")
and the AMEX Stocks-Savings Institutions index for the period from March 31,
1998 through March 31, 2003.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG CARVER BANCORP, INC., AMEX AND AMEX STOCKS-SAVINGS INSTITUTIONS

[OBJECT OMITTED]

- --------------------------------------------------------------------------------

SYMBOL CRSP TOTAL RETURNS INDEX FOR: 03/1998 03/1999 03/2000 03/2001 03/2002 03/2003
------ ----------------------------- ------- ------- ------- ------- ------- -------

_______ Carver Bancorp, Inc. 100.0 59.1 59.3 60.5 78.0 96.2
- - - - AMEX Stock Market (US Companies) 100.0 99.5 141.1 111.6 113.0 89.3
....... AMEX Stocks (SIC 6030-6039 US Companies) 100.0 72.5 58.3 89.2 116.4 137.1
Savings Institutions

Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 03/31/1998.

- --------------------------------------------------------------------------------

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

From April 1, 2002 to February 4, 2003, the Compensation Committee
consisted of Directors Strauss Zelnick (Chairman) and Frederick O. Terrell.
After February 4, 2003, the Compensation Committee consists of Directors Strauss
Zelnick (Chairman) and Edward B. Ruggiero. During fiscal 2003, there were no
interlocks, as defined under the SEC's rules and regulations, between members of
the

Compensation Committee or executive officers of the Company, and corporate
affiliates of members of the Compensation Committee or otherwise.

SUMMARY COMPENSATION TABLE

The following table sets forth cash and noncash compensation for fiscal
2003 and the two previous fiscal years awarded to or earned by Carver's CEO and
by each of the four most highly compensated executive officers of Carver who
were serving as executive officers at the end of fiscal 2003, for services
rendered in all capacities during fiscal 2003 ("Named Executive Officers").

SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------------ --------------------- --------------------------
(B) (C) (D) (E) (F) (G) (H) (I)

(A)
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
POSITIONS YEAR ($) ($) ($) (1) ($) (2) (#)(3) ($) ($) (4)
------------------ ------ ------ ----- ------------ ------ ------------ ------- ------------

Deborah C. Wright (5) 2003 263,846 135,000 -- 47,535 20,000 -- 29,430
President and Chief 2002 235,000 111,500 -- 35,000 30,000 -- 20,501
Executive Officer 2001 235,000 30,550 -- 16,444 60,000 -- 35,075

Catherine Papyiannis (6) 2003 168,808 102,500 -- 36,000 25,000 -- --
Executive Vice
President and Chief
Operating Officer

William Gray(7) 2003 145,000 26,000 -- 23,751 2,900 -- --
Senior Vice President 2002 24,538 4,900 -- 9,998 5.511 -- --
and Chief Financial
Officer

Margaret D. Peterson(8) 2003 129,615 22,500 -- 9,353 1,142 -- 22,542
Senior Vice President 2002 108,750 26,100 -- -- 2,700 -- --
and Chief Human 2001 18,125 75,000 -- 8,625 6,000 -- --
Resources Officer

Linda J. Dunn (9) 2003 129,327 22,525 -- 9,926 1,210 -- 21,956
Senior Vice President, 2002 104,200 16,100 -- 8,750 6,250 -- --
General Counsel and
Secretary

______________________

(1) Does not include perquisites and other personal benefits the value of
which did not exceed the lesser of $50,000 or 10% of salary and bonus.
(2) Includes amounts received under the MRP, including in connection with
the Company's performance in fiscal 2001, 2002, and 2003 that were
granted during fiscal years ended March 31, 2002, 2003 and 2004,
respectively. Except for Ms. Papayiannis, the amounts in this column
for fiscal 2003 include a restricted stock award that occurred on June
24, 2003, subject to approval by stockholders of an amendment to the
MRP. When shares become vested and are distributed, the recipient also
receives an amount equal to accumulated dividends and earnings thereon,
if any.
(3) The following grants of stock options were made on June 24, 2003, all
at an exercise price of $16.41, the average of the high and low price
per share of common stock on the award date as reported on AMEX: Ms.
Wright, 20,000 options; Ms. Peterson, 1,142 options; Ms. Dunn, 1,210
options; and Mr. Gray 2,900 options. These grants were for fiscal 2003.
Pursuant to the terms of her employment agreement, Ms. Papayiannis was
granted 15,000 options at an exercise price of $12.05 on June 3, 2002
and 10,000 options at an exercise price of $15.96 on June 3, 2003. All
stock options in this table are exercisable as to one-third of the
options on the first anniversary of the date of grant, another
one-third on the second anniversary of the date of grant, and the
remaining one-third on the third anniversary of the date of grant.

(4) The amounts shown in this column include the Bank's contributions on
behalf of the Named Executive Officer to the 401(k) Plan and the ESOP.
Shares allocated under the ESOP in fiscal 2003 to the Named Executive
Officers were as follows: Ms. Wright, 1,653, Ms. Peterson, 1,382, and
Ms. Dunn, 1,236, for the plan year ended December 31, 2002. The amount
represented above of shares allocated under the ESOP were determined
based upon the acquisition cost of shares by the ESOP of $10.00. The
amounts shown in this column also include matching contributions under
the 401(k) Plan for Ms. Wright in the amount of $8,900, Ms. Peterson in
the amount of $5,377 and Ms. Dunn in the amount of $6,605. The amounts
shown in this column for fiscal 2003 include a 2% non-elective deferral
under the 401(k) Plan paid to all eligible employees, including Ms.
Wright, Ms. Peterson and Ms. Dunn. The amounts shown in this column for
fiscal 2003 includes premiums paid by Carver on life insurance policies
for Ms. Wright during fiscal year 2003 in the amount of $5,808
(including $2,135 for a policy owned by Carver).
(5) Ms. Wright commenced employment on June 1, 1999.
(6) Ms. Papayiannis commenced employment effective June 3, 2002. Ms.
Papayiannis received a one-time $50,000 lump sum payment under her
employment agreement.
(7) Mr. Gray commenced employment on February 3, 2002.
(8) Ms. Peterson commenced employment effective January 1, 2001. Ms.
Peterson received a one-time payment of $75,000 on March 31, 2001 to
compensate for benefits from her previous employer that were forfeited.
(9) Ms. Dunn commenced employment on June 3, 2001.

EMPLOYMENT AGREEMENTS

As of June 1, 1999, both Carver and Carver Federal entered into
employment agreements to secure the services of Deborah C. Wright as President
and CEO. The employment agreement with Carver is intended to set forth the
aggregate compensation and benefits payable to Ms. Wright for all services
rendered to Carver and any of its subsidiaries, including Carver Federal, and to
the extent that payments under Carver's employment agreement and the Bank's
employment agreement are duplicative, payments due under Carver's employment
agreement would be offset by amounts actually paid by the Bank for services
rendered to it. Both employment agreements provide for an initial term of three
years beginning June 1, 1999 and, pursuant to the terms of the employment
agreements, each year thereafter have been extended an additional year following
a review by the Board of Carver and the Bank of Ms. Wright's performance.

The employment agreements with the President and CEO provided for an
initial annual base salary of $235,000 which is reviewed annually by the Board.
In June 2003, Ms. Wright's annual base salary was increased to $300,000
effective September 1, 2003. Under the agreements, as of June 1, 1999 Ms. Wright
received a restricted stock award of 7,500 shares of Common Stock, which vested
in equal installments over a three year period, the grant of an option to
purchase 30,000 shares of Common Stock and, effective June 1, 2000, the grant of
an option to purchase 30,000 shares of Common Stock, all of which are
exercisable as of the date of this proxy statement. In addition, the employment
agreements provide for an annual incentive payment based on the achievement of
certain performance goals, future grant of stock awards, a supplemental
retirement benefit, additional life insurance protection and participation in
the various employee benefit plans maintained by Carver and the Bank from time
to time. The agreements also provide customary corporate indemnification and
errors and omissions insurance coverage throughout the term of the agreements
and for six years thereafter.

The Bank or Carver may terminate Ms. Wright's employment at any time
for cause as defined in the employment agreements. In the event that Carver or
the Bank terminates Ms. Wright's employment for reasons other than for cause,
she would be entitled to a severance benefit equal in value to the cash
compensation, retirement and other fringe benefits she would have earned had she
remained employed for the remaining term of the agreements. The same severance
benefits would be available if Ms. Wright resigns during the term of the
employment agreements following a loss of title, office or membership on the
Board; a material reduction in her duties, functions or responsibilities;
involuntary relocation of her

principal place of employment by over 30 miles from its location as of June 1,
1999; other material breaches of contract by Carver or the Bank that is not
cured within 30 days; or, in certain circumstances, a change in control. In the
event of a change in control, the remaining term of Ms. Wright's agreement with
Carver at any point in time will be three years unless written notice of
non-renewal is given by the Board or Ms. Wright.

Effective June 3, 2002, Carver Federal entered into an employment
agreement to secure the services of Catherine A. Papayiannis as Executive Vice
President and Chief Operating Officer. The employment agreement with Carver
Federal is intended to set forth the aggregate compensation and benefits payable
to Ms. Papayiannis for all services rendered to Carver Federal and any of its
direct or indirect subsidiaries. The employment agreement provides for an
initial term of two years beginning June 3, 2002. Prior to the first anniversary
date of the agreement, and each anniversary date thereafter, the term of the
agreement may be extended an additional year after a review by the Board of
Carver Federal of Ms. Papayiannis' performance. During June 2003, the
Compensation Committee extended the agreement for an additional year.

Ms. Papayiannis' employment agreement provides for an annual base
salary of $210,000 which will be reviewed annually by the Board. Under the
agreement, as of June 3, 2002, Ms. Papayiannis was entitled to a restricted
stock award of 3,000 shares of Common Stock, which will vest in equal
installments over a three year period, the grant of an option to purchase 15,000
shares of Common Stock and, effective June 3, 2003, the grant of an option to
purchase 10,000 shares of Common Stock, which will become exercisable in equal
installments over a three year period after the grant date. In addition, the
employment agreement provides for an annual incentive payment based on the
achievement of certain performance goals (except that Ms. Papayiannis shall
receive an incentive payment of no less than 15% of her base salary for that
portion of fiscal 2003 during which she was employed regardless of whether such
performance goals are met) and participation in the various employee benefit
plans maintained by Carver Federal from time to time. The agreement also
provides customary corporate indemnification and errors and omissions insurance
coverage throughout the term of the agreement and for six years thereafter.

Carver Federal may terminate Ms. Papayiannis' employment at any time
for cause as defined in her employment agreement. In the event that Carver
Federal terminates Ms. Papayiannis' employment for reasons other than for cause,
she would be entitled to a severance benefit equal in value to the cash
compensation, retirement and other fringe benefits she would have earned had she
remained employed for the remaining term of her employment agreement and if a
change of control has occurred (i) an amount equal to her incentive compensation
award during any remaining full fiscal year in the agreement and (ii) a cash
payment equal to the value of restricted stock and the difference between fair
market value and purchase price of stock options, whether or not vested if she
chooses to surrender them. The same severance benefits would be available if Ms.
Papayiannis resigns during the term of her employment agreement following a loss
of title; a material reduction in her duties, functions or responsibilities;
involuntary relocation of her principal place of employment so that her
commuting distance is more than 50 miles from her address; other material
breaches of contract by Carver Federal that is not cured within 30 days; or, in
certain circumstances, a change in control.

Ms. Papayiannis' employment agreement provides that payments shall not
exceed the maximum amount which would be considered an "excess parachute
payment" under current federal tax law. A portion of the severance benefits
payable to Ms. Wright and Ms. Papayiannis under the employment agreements in the
event of a change in control might constitute "excess parachute payments" under
current federal tax laws. Federal tax laws impose a 20% excise tax, payable by
the executive, on excess parachute payments. In the event that any amounts paid
to Ms. Wright following a change of control would constitute "excess parachute

payments," Ms. Wright's employment agreement with Carver provides that she will
be indemnified for any excise taxes imposed due to such excess parachute
payments, and any additional income and employment taxes imposed as a result of
such indemnification of excise taxes. Any excess parachute payments and
indemnification amounts paid will not be deductible compensation expenses for
Carver or the Bank.

LETTER AGREEMENTS. The Company has entered into letter employment
agreements with each of Mr. Gray, Ms. Peterson and Ms. Dunn (each an
"Executive"). Generally, each letter employment agreement (each, a "Letter
Agreement") provides for "at-will" employment and compensation in the form of
base salary, annual discretionary bonus, stock options, restricted stock and, in
certain instances, a one-time payment. Under the Letter Agreements, Mr. Gray
received stock options to purchase 5,060 shares of common stock and Ms. Dunn and
Ms. Peterson received stock options to purchase 4,000 shares of common stock,
such options vesting in three equal annual installments such that the first
installment vested at the end of the first year of employment (except in the
case of Ms. Peterson, which first installment vested on March 31, 2001). Mr.
Gray was granted 1,013 shares of restricted stock and Ms. Dunn and Ms. Peterson
were granted 1,000 shares of restricted stock under their respective Letter
Agreement, which vest in three equal installments such that the first
installment vests at the end of the first year of employment (except in the case
of Ms. Peterson, which first installment vested on March 31, 2001). Ms. Peterson
received a one-time payment of $75,000 on March 31, 2001 in consideration for a
relinquished bonus in connection with her former employer.

PENSION PLAN

PENSION PLAN. The Bank maintains the Carver Federal Savings Bank
Retirement Income Plan, a noncontributory, tax-qualified defined benefit plan
(the "Pension Plan"). The Pension Plan was amended such that future benefit
accrual ceased as of December 31, 2000. Since that date no new participants were
eligible to enter into the Pension Plan, and participants as of such date have
not been credited with additional years of service or increased compensation.

The following table sets forth the estimated annual benefits that would
be payable under the Pension Plan in the form of a single life annuity before
reduction for the social security amount upon retirement at the normal
retirement date. The amounts are expressed at various levels of compensation and
years of service.

Years of Credited Service
----------------------------------------------------------------------------------
Final Earnings(1) 15 20 25 30 35
- ---------------------- ----------- ----------- ----------- ----------- -----------

$ 100,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
150,000 75,000 75,000 75,000 75,000 75,000
200,000(2) 100,000 100,000 100,000 100,000 100,000
250,000(2) 125,000 125,000 125,000 125,000 125,000
300,000(2) 150,000 150,000 150,000 150,000 150,000
350,000(2) 175,000 175,000 175,000 175,000 175,000
400,000(2) 200,000 200,000 200,000 200,000 200,000

- ---------------------------

(1) Final earnings equal the average of the participant's highest three
consecutive calendar years of taxable compensation during the last 10 full
calendar years of employment prior to termination, or the average of the
participant's annual compensation over his or her total service, if less.

(2) Under Section 401(a)(17) of the Code, a participant's compensation in
excess of $200,000 (as adjusted to reflect cost-of- living increases) is
disregarded for purposes of determining final earnings. The amounts shown
in the table include the supplemental retirement benefits payable to Ms.
Wright under her employment agreement to compensate for the limitation on
includible compensation.

Participants become 100% vested after five years of service or upon
death or termination of the Pension Plan, regardless of the participant's years
of service. As of December 31, 2000, of the Named Executive Officers only Ms.
Wright was a participant in the Pension Plan. For purposes of determining
benefits under the Pension Plan, Ms. Wright's final earnings (as defined)
counted under the Pension Plan were $244,813, and her credited service was 1
year and 7 months.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
------------------- ------------------- ------------------------
(a) (b) (c)

Equity compensation
plans approved by security
holders 192,176 $10.07 261,964

Equity compensation
plans not approved by
security holders -- -- --
-------------- -------------- --------------
Total 192,176 $10.07 261,964

These awards are under the Option Plan and the Incentive Compensation
Plan, described below. These plans do not provide for repricing of stock
options, which is the cancellation of shares in consideration of the exchange
for other stock options to be issued at a lower price, and Carver has not acted
to reprice stock options.

MANAGEMENT RECOGNITION PLAN

The MRP provides for automatic grants of restricted stock to certain
employees as of the date that the MRP became effective (June 1995). For a
further description of the MRP, see "Proposal Three--Approval of the Amendment
to the Carver Bancorp, Inc. Management Recognition Plan."

INCENTIVE COMPENSATION PLAN

The Incentive Compensation Plan ("ICP") provides for grants of cash
bonuses, restricted stock and stock options to employees selected by the
Compensation Committee. The amounts of such awards are automatic and
non-discretionary based upon a formula determined by Carver's performance in
comparison to a peer group of thrifts. Awards of restricted stock and stock
options generally vest in five equal annual installments commencing on the first
anniversary date of the award, provided the recipient is still an employee of
Carver or Carver Federal on such date. Awards will become 100% vested upon
termination of service due to death or disability or upon a change of control.
When shares become vested and are distributed, the recipients will receive an
amount equal to any accrued dividends with respect thereto.

OPTION PLAN

The Option Plan provides for automatic option grants to certain
employees as of date that the Option Plan became effective (June 1995). In
addition, the Option Plan provides for additional discretionary option grants to
those employees selected by the committee established to administer the Option
Plan with an exercise price equal to the fair market value of a share of Common
Stock on the date of the grant. Options granted under the Option Plan generally
vest in three to five equal annual installments commencing on the first
anniversary of the date of the grant, provided the recipient is still an
employee of Carver or Carver Federal on such date. Upon death, disability or a
change of control, all options previously granted automatically become
exercisable.

The following table provides certain information with respect to the
options and SARs granted to Named Executive Officers during fiscal 2003.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
-----------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE
SECURITIES TOTAL AT ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS/ STOCK PRICE APPRECIATION
OPTION/SARS SARS GRANTED EXERCISE OF FOR OPTION TERM
GRANTED TO EMPLOYEES BASE PRICE ---------------
NAME (#)(1) IN FISCAL YEAR ($/SH) EXPIRATION DATE 5% ($) 10% ($)
- ------------------------- ------ -------------- ------ --------------- -------- --------

Deborah C. Wright 30,000 47.51% $12.06 6/11/12 227,534 576,616
Catherine A. Papayiannis 15,000 23.76% $12.05 6/02/12 113,767 288,308
William Gray 45 1 0.07% $12.06 6/11/12 3,421 8,668
Margaret D. Peterson 2,700 4.28% $12.06 6/11/12 20,487 51,895
Linda J. Dunn 2,250 3.56% $12.06 6/11/12 17,065 43,246

- -------------------------

(1) Option awards become exercisable in three equal annual installments
commencing as of the first anniversary of the date of grant and on each of
the next two anniversary dates thereof, provided the employee remains in
employment as of the applicable anniversary date. None of the options were
granted in tandem with any stock appreciation rights. Options were granted
on June 12, 2002 to Ms. Wright, Mr. Gray, Ms. Peterson and Ms. Dunn for
fiscal 2002. Does not include any grants of stock options made after the
end of the fiscal year ending March 31, 2003 even if grants were made for
such fiscal year.

The following table provides certain information with respect to the
number of shares of Common Stock acquired through the exercise of, or
represented by, outstanding stock options held by the Named Executive Officers
on March 31, 2003. Also reported is the value for any "in-the-money" options,
which represent the positive spread between the exercise price of any such
existing stock options and the fiscal year-end price of Common Stock which was
$14.00 per share.

FISCAL YEAR END OPTION/SAR VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS/SARS AT FISCAL OPTIONS/SARS AT FISCAL
ACQUIRED ON REALIZED ON YEAR-END YEAR-END
EXERCISE EXERCISE (#) $ (1)
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------------- ----------- ----------- ------------------------- -------------------------

Deborah C. Wright - - 60,000/60,000 332,750/197,500
Catherine A. Papayiannis - - 0/15,000 0/29,250
William Gray - - 1,686/3,825 6,963/14,810
Margaret D. Peterson - - 4,666/4,034 23,631/10,667
Linda J. Dunn - - 1,333/4,917 6,895/18,340
- ------------------------------

(1) The value of "in-the-money" options represents the difference between the
fair market value of the Common Stock of $14.00 per share, based on the
closing price reported by the American Stock Exchange as of March 31, 2003,
and the applicable exercise price per share of the options.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

Applicable law requires that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. Carver
Federal offers loans to its directors, officers and employees, which loans are
made in the ordinary course of business, and are not made with more favorable
terms nor do they involve more than the normal risk of collectibility or present
unfavorable features. Furthermore, loans above the greater of $25,000, or 5% of
Carver Federal's capital and surplus (up to $500,000), to Carver Federal's
directors and executive officers must be approved in advance by a disinterested
majority of Carver Federal's Board of Directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Carver's directors and
executive officers, and persons who own more than ten percent of a registered
class of Carver's equity securities, to file reports of ownership and changes in
ownership with the SEC and the American Stock Exchange. Officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
Carver with copies of all Section 16(a) forms they file.

Based solely on a review of copies of such reports of ownership
furnished to Carver, or written representations that no forms were necessary,
Carver believes that, during the last fiscal year, all filing requirements
applicable to its directors, officers and greater than ten percent stockholders
of the Company were complied with, except for the following: Mr. Holland - one
late Form 5 reporting his holdings upon initially becoming a director in 2000;
Mr. Hinds - one late Form 3 reporting his initial holdings upon becoming a
director in 2000; Mr. Zelnick and Mr. Holland - two late Form 4s reporting their
receipt of shares under the Compensation Plan for Non-Employee Directors; Mr.
Terrell - one late Form 4 reporting his receipt of shares under the Compensation
Plan for Non-Employee Directors; Ms. Papayiannis - an amended Form 3 reporting
her initial indirect holdings upon becoming an officer in 2002; Mr. Maher - a
late Form 3 reporting his initial holdings upon becoming an officer in 2003; Mr.
Gray - one late Form 4 reporting the purchase of Common Stock; one late Form 4
by each of Messrs. Deaton, Gray and Woolcock and Ms. Dunn and Ms. Peterson,
reporting their receipt of stock options under the Option Plan in June 2002; Ms.
Wright - one late Form 4 reporting an award of restricted stock under the MRP
and stock options under the Option Plan in June 2002 and one late Form 5
reporting an award of restricted stock in September 2001 and options granted
under her employment agreements in 2000 and 2001.

=================================
PROPOSAL TWO
=================================

=================================
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
=================================

The Finance and Audit Committee of the Board of Directors of Carver has
appointed the firm of KPMG LLP as independent auditors for Carver for the fiscal
year ending March 31, 2004 and the Board of Directors has determined that it
would be desirable to request that stockholders ratify such appointment.
Representatives of KPMG LLP are expected to be present at the Annual Meeting.
They will have an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions.

The appointment of KPMG LLP is being submitted for ratification at the
Annual Meeting with a view towards soliciting stockholders opinions, which the
Finance and Audit Committee will take into consideration in future
deliberations. Stockholder approval is not required for the appointment of KPMG
LLP since the Finance and Audit Committee of the Board of Directors has direct
responsibility for selecting auditors.

AUDIT FEES

The aggregate fees billed for professional services rendered for the
audit of Carver's annual financial statements for fiscal 2003 and the reviews of
the financial statements included in Carver's Forms 10-Q for fiscal 2003 were
$250,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During fiscal 2003, the Company did not incur fees for professional
accounting services to design, implement or manage, hardware or software that
collects or generates information significant to the Company's financial
statements.

ALL OTHER FEES

The aggregate fees billed for professional services rendered by KPMG
LLP to Carver for non-audit related services were $183,500. Such services
included assistance with the preparation of Federal, state and city tax returns,
work regarding abandoned property for filings with the State of New York and
consulting relating to the establishment of a real estate investment trust. The
Finance and Audit Committee of Carver's Board of Directors preapproved the
engagement of KPMG LLP to provide non-audit services and considered whether, and
determined that, the provision of such other services by KPMG LLP is compatible
with maintaining KPMG LLP's independence.

---------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS INDEPENDENT AUDITORS FOR CARVER.

PLEASE MARK YOUR VOTES ON THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE
OR VOTE BY INTERNET OR TELEPHONE.
---------------------------------------------------------------------

=================================
PROPOSAL THREE
=================================

=================================================
APPROVAL OF THE AMENDMENT
TO THE CARVER BANCORP, INC. MANAGEMENT RECOGNITION
PLAN
=================================================

GENERAL

Effective September 23, 2003, but subject to the approval of
stockholders, the Board of Directors adopted an amendment to the MRP to increase
the number of shares of Common Stock available for issuance under the MRP by
50,000. The amendment to the MRP is included at the end of this proxy statement
as Appendix A and is incorporated herein by this reference.

WHY WE ARE ASKING FOR STOCKHOLDER APPROVAL

The MRP aligns the interests of directors, officers and employees with
the interests of stockholders by providing for the grant of restricted stock
subject to a vesting requirement. The Compensation Committee considers the MRP
an important part of Carver's compensation package. We are asking our
stockholders to approve the amendment to the MRP so that we will be able to
grant stock awards, subject to vesting requirements, to certain key officers,
employees and directors of Carver. The MRP, which was previously approved by
stockholders, initially authorized the issuance of up to 69,431 shares of Common
Stock pursuant to the award of shares under the Plan. As of May 15, 2003, awards
of 68,772 shares have been made, and of that amount, awards of 58,060 shares
have been vested and distributed under the MRP. As of May 15, 2003, only 659
shares of Common Stock remained available for the issuance of future awards. To
ensure that Carver may provide competitive compensation packages to its
executives and directors and to attract and retain a highly qualified management
team, we are asking you to approve an amendment to the MRP which authorizes the
grant of awards of an additional 50,000 shares of Common Stock. Such additional
shares may be authorized and unissued shares or shares previously issued that
Carver has reacquired.

DESCRIPTION OF THE MANAGEMENT RECOGNITION PLAN

The following is a summary of the terms of the MRP and is qualified in
its entirety by reference to the complete text of the MRP, which is incorporated
by reference to the Registration Statement No. 333-5559 on Carver's Form S-4,
filed with the SEC on June 7, 1996.

ADMINISTRATION. A committee of outside directors administers the MRP
and has the power to interpret this plan. Its members are the members of the
Compensation Committee of our Board of Directors who are "disinterested
directors" under the federal securities laws. In general, disinterested
directors are directors who (1) are not executive officers or employees of
Carver or Carver Federal; and (2) do not receive compensation from Carver or
Carver Federal Bank except for service as a director. The administrative
committee has broad discretionary powers. HSBC Bank USA acts as trustee of the
trust established under the MRP, which holds the assets of the MRP.

ELIGIBILITY. The Compensation Committee selects, in its discretion, the
individuals who receive awards of stock. Any employee of Carver, Carver Federal
or any affiliate approved by the Board of Directors may be selected to receive
awards of stock. The MRP as originally approved by stockholders provided for
specified shares to be granted to certain persons who were employees and
directors of Carver at that time. It is currently anticipated that up to 20
employees may be selected by the administrative committee as eligible to receive
awards. Directors of Carver who become directors after the MRP was adopted
receive an automatic grant of restricted stock for 1,000 shares of Common Stock
upon first becoming elected to the Board. The Board of Directors determines the
amounts to be contributed by Carver to the trust under the MRP. No employee may
receive more than 25%, and no director may receive more than 5%, of the shares
under the MRP.

TERMS AND CONDITIONS OF AWARDS. Shares become vested over time if the
employee, or director, remains employed by, or a director of, Carver after the
grant of the award. The MRP originally provided for 20% of the shares subject to
an award are earned and become vested and non-forfeitable by a payment after
each full year of service following the award of shares. The MRP was amended in
September 1997 to permit the Compensation Committee, in its discretion, to grant
restricted stock awards with vesting schedules that differ from the MRP's
standard five-year schedule.

Shares subject to the award also become vested if the employee or
director's service terminates because of death or disability, as defined in the
MRP.

Once shares subject to an award are vested, the shares are issued to
the award holder, together with all cash and stock dividends attributable to
those shares.

MERGERS AND REORGANIZATIONS. The number of shares available under the
MRP and the number of shares subject to outstanding awards will be adjusted to
reflect any merger, consolidation or business reorganization and to reflect any
stock split, stock dividend or other event generally affecting the number of
shares.

TERMINATION OR AMENDMENT OF THE MANAGEMENT RECOGNITION PLAN

The Board of Directors of Carver may suspend or terminate the MRP. It
may also amend the MRP at any time and in any respect, except that automatic
grants to directors may not be amended more than once every six months and that
no amendment may impair any rights with respect to an award granted to an
employee or director.

FEDERAL INCOME TAX CONSEQUENCES

The following discussion is intended to be a general summary and is not
a comprehensive description of the federal tax laws affecting Carver under the
MRP as of the date of this proxy statement. In general, when an award vests,
Carver may be allowed a federal income tax deduction for the same amount that
the award holder includes in his or her ordinary income. The Internal Revenue
Code places an annual limit of $1 million each on the tax deduction which we may
claim in any fiscal year for the

compensation of our Chief Executive Officer and for the compensation of our four
next most highly compensated executive officers whose salary and bonus for the
fiscal year in question equals or exceeds $100,000. The value of the vested
stock under the MRP would count as compensation for this purpose.

The following table indicates awards authorized in June 2003 by the
Compensation Committee, which are subject to stockholder approval of the
amendment to the MRP:

NAME AND POSITION DOLLAR VALUE NUMBER OF UNITS

Deborah Wright $ 40,950 2,500
Catherine Papayiannis - -

William Gray 23,751 1,450
Margaret D. Peterson 9,353 571
Linda J. Dunn 9,926 606
Executive Group 111,990 6,837
Non-Executive Director Group - -
Non-Executive Officer Employee Group 125,929 7,688

The dollar value in the table above is based on the fair market value of
Common Stock of $16.38 per share, based on the closing price reported on
AMEX on June 24, 3003. These shares would be vested in three equal annual
installments after date of grant if the executive is employed on such date.

-----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE AMENDMENT OF THE CARVER BANCORP, INC. MANAGEMENT RECOGNITION PLAN.

=============================================
ADDITIONAL INFORMATION
=============================================

In accordance with SEC rules and Carver's Bylaws, any stockholder
wishing to have a proposal considered for inclusion in Carver's proxy statement
and form of proxy relating to the next annual meeting of stockholders must, in
addition to other applicable requirements, set forth such proposal in writing
and file it with the Secretary of Carver either: (1) on or before April 14,
2004, if Carver's next annual meeting of stockholders is within 30 days of the
anniversary date of the Annual Meeting; or (2) a reasonable time before Carver
begins to print and mail its proxy materials, if the date of next year's annual
meeting is changed by more than 30 days from the date of the previous year's
meeting.

NOTICE OF BUSINESS TO BE CONDUCTED AT ANNUAL MEETING

The Bylaws of Carver provide an advance notice procedure for a
stockholder to properly bring business before an annual meeting or to nominate
any person for election to Carver's Board of Directors. The stockholder must be
a stockholder of record and have given timely notice thereof in writing to the
Secretary of Carver. To be timely, a stockholder's notice must be delivered to
or received by the Secretary not later than the following dates: (1) with
respect to an annual meeting of stockholders, 60 days in advance of such
meeting, if such meeting is to be held on a day which is within 30 days
preceding the anniversary of the previous year's annual meeting, or 90 days in
advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (2) with respect to an
annual meeting of stockholders held at a time other than within the time periods
set forth in the immediately preceding clause, the close of business on the 10th
day following the date on which notice of such meeting is first given to
stockholders. Notice shall be deemed to be first given to stockholders when
disclosure of such date of the meeting of stockholders is first made in a press
release reported to Dow Jones News Services, Associated Press or comparable
national news service, or in a document publicly filed by Carver with the SEC
pursuant to Section 13, 14 or 15(d) of the Exchange Act. A stockholder's notice
to the Secretary of Carver shall set forth such information as required by the
Bylaws of Carver. Nothing in this paragraph shall be deemed to require Carver to
include in its proxy statement and proxy card relating to an annual meeting any
stockholder proposal or nomination that does not meet all of the requirements
for inclusion established by the SEC in effect at the time such proposal or
nomination is received.

OTHER MATTERS

As of the date of this proxy statement, management does not know of any
other matters to be brought before the stockholders at the Annual Meeting. If,
however, any other matters not now known are properly brought before the Annual
Meeting, the persons named in the accompanying proxy card will vote the shares
represented by all properly executed proxies on such matters using their best
judgment.

=============================================
FINANCIAL STATEMENTS
=============================================

A copy of the Annual Report to Stockholders for the year ended March
31, 2003, containing financial statements as of March 31, 2003 and March 31,
2002 and for each of the years in the three-year period ended March 31, 2003
prepared in conformity with generally accepted accounting principles,
accompanies this proxy statement. The consolidated financial statements have
been audited by KPMG LLP whose report thereon is included in the Annual Report
to Stockholders for the year ended March 31, 2003.

Carver has filed with the SEC an annual report on Form 10-K for fiscal
2003. Stockholders may obtain, free of charge, a copy of such annual report
(excluding exhibits) by writing to William Gray, Senior Vice President and Chief
Financial Officer, Carver Bancorp, Inc., 75 West 125th Street, New York, New
York 10027, or by telephoning (212) 876-4747.

By Order of the Board of Directors,

/s/ Linda J. Dunn
----------------------------------------------------
Linda J. Dunn
Senior Vice President, General Counsel and Secretary

New York, New York, August 12, 2003

TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING,
PLEASE SIGN, DATE, AND PROMPTLY RETURN THE ACCOMPANYING
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR
USE INTERNET OR TELEPHONE VOTING AS DESCRIBED
IN THE PROXY STATEMENT.

APPENDIX A

SECOND AMENDMENT
TO THE
CARVER BANCORP, INC. MANAGEMENT RECOGNITION PLAN

Pursuant to the powers reserved to the Board of Directors of
Carver Bancorp, Inc. under Section 8.02 of the Carver Bancorp, Inc. Management
Recognition Plan (the "Plan") the Plan is hereby amended as of September 23,
2003 as follows:

Subject to stockholder approval, Section 5.02 is deleted in
its entirety and the following new Section 5.02 is substituted in its place:

"5.02 INVESTMENT OF TRUST ASSETS. The Trustee shall invest
assets only in accordance with the Trust Agreement. The aggregate number of
shares of Common Stock deliverable pursuant to Plan Share Awards shall not
exceed 119,431 Shares. If any Plan Share Awards should be forfeited for any
reason, the Plan Shares shall, unless the Plan shall have been terminated, be
available for the grant of additional Plan Share Awards under the Plan."

The Plan as previously adopted is hereby ratified and
confirmed in all other respects.

A-1