CARVER BANCORP INC
SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>2
<FILENAME>ex10-13.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.13

                          SECURITIES PURCHASE AGREEMENT

                             dated January 11, 2000

                                      among

                              CARVER BANCORP, INC.

                        MORGAN STANLEY & CO. INCORPORATED

                                       and

                        PROVENDER OPPORTUNITIES FUND L.P.



<PAGE>   2


                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                        <C>
                                    ARTICLE 1

                                   DEFINITIONS

SECTION 1.01.  Definitions.......................................................1

                                    ARTICLE 2

                         PURCHASE AND SALE OF SECURITIES

SECTION 2.01.  The Purchase......................................................6
SECTION 2.02.  Closing Documentation.............................................6
SECTION 2.03.  Legending of Securities...........................................6

                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

SECTION 3.01.  Corporate Existence and Power.....................................7
SECTION 3.02.  Corporate Authorization...........................................7
SECTION 3.03.  Governmental Authorization........................................8
SECTION 3.04.  Noncontravention..................................................8
SECTION 3.05.  Capitalization....................................................8
SECTION 3.06.  Subsidiaries......................................................9
SECTION 3.07.  Financial Statements.............................................10
SECTION 3.08.  Absence of Certain Changes.......................................10
SECTION 3.09.  No Material Undisclosed Liabilities..............................10
SECTION 3.10.  Litigation.......................................................11
SECTION 3.11.  Compliance with Laws.............................................11
SECTION 3.12.  SEC Reports......................................................11
SECTION 3.13.  Material Contracts...............................................11
SECTION 3.14.  Finders' Fees....................................................12
SECTION 3.15.  Offering of Securities...........................................12
SECTION 3.16.  Intellectual Property............................................12
SECTION 3.17.  Environmental Compliance.........................................12
SECTION 3.18.  Compliance with ERISA............................................13
SECTION 3.19.  Taxes............................................................13
</TABLE>


<PAGE>   3


<TABLE>
<S>                                                                        <C>
SECTION 3.20. Regulatory Matters................................................14

                                    ARTICLE 4

                        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

SECTION 4.01.  Existence and Power..............................................16
SECTION 4.02.  Authorization....................................................16
SECTION 4.03.  Governmental Authorization.......................................16
SECTION 4.04.  Noncontravention.................................................16
SECTION 4.05.  Finders' Fees....................................................17
SECTION 4.06.  Private Placement................................................17

                                    ARTICLE 5

                   COVENANTS OF THE ISSUER AND THE PURCHASERS

SECTION 5.01.  Confidentiality..................................................18
SECTION 5.02.  Public Announcements.............................................18
SECTION 5.03.  Restrictions of Certain Actions by the Purchasers................19
SECTION 5.04.  Issuer Repurchases of Common Stock...............................19
SECTION 5.05.  Right of First Offer.............................................20
SECTION 5.06.  Board of Directors...............................................20
SECTION 5.07.  Certain Life Insurance...........................................21
SECTION 5.08.  Certain Other Arrangements.......................................21

                                    ARTICLE 6

                                  MISCELLANEOUS

SECTION 6.01.  Notices..........................................................21
SECTION 6.02.  Amendments; Waivers..............................................22
SECTION 6.03.  Successors and Assigns...........................................22
SECTION 6.04.  Survival.........................................................22
SECTION 6.05.  Entire Agreement.................................................22
SECTION 6.06.  Applicable Law...................................................23
SECTION 6.07.  Severability.....................................................23
SECTION 6.08.  Fees and Expenses................................................23
SECTION 6.09.  Counterparts.....................................................23
</TABLE>


<PAGE>   4



                          SECURITIES PURCHASE AGREEMENT

         SECURITIES PURCHASE AGREEMENT dated January 11, 2000 among Carver
Bancorp, Inc., a Delaware corporation (the "ISSUER"), Morgan Stanley & Co.
Incorporated, a Delaware corporation ("MS" and a "PURCHASER"), and Provender
Opportunities Fund L.P., a Delaware limited partnership ("PROVENDER" and a
"PURCHASER" and, together with MS, the "PURCHASERS").

         WHEREAS, the Issuer desires to sell the Securities (as defined below)
to the Purchasers, and the Purchasers desire to purchase the Securities from the
Issuer, upon the terms and subject to the conditions hereinafter set forth;

         NOW THEREFORE, the parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.01. Definitions. (a) The following terms, as used herein,
have the following meanings:

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person; provided
that neither the Purchaser nor any of its Subsidiaries shall be considered an
Affiliate of the Issuer.

         "APPLICABLE LAW" means any applicable constitution, treaty, statute,
rule, regulation, ordinance, order, directive, code, interpretation, judgment,
decree, injunction, writ, determination, award, permit, license, authorization,
directive, requirement, ruling or decision of, agreement with, or by any
Governmental Authority.

         "BALANCE SHEET" means the unaudited consolidated balance sheet of the
Issuer and its Subsidiaries as of the Balance Sheet Date.

         "BALANCE SHEET DATE" means November 30, 1999.

         "BENEFIT ARRANGEMENT" means any employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and
which is maintained or otherwise contributed to by any member of the ERISA
Group.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.


<PAGE>   5



         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMISSION" means the U.S. Securities and Exchange Commission or
any governmental body succeeding to the functions thereof.

         "COMMON STOCK" means the common stock, par value $.01 per share, of
the Issuer.

         "DISCLOSURE SCHEDULE" means the Disclosure Schedule dated the date
hereof and separately delivered by the Issuer to the Purchasers.

         "ENVIRONMENTAL LAWS" means any federal, state, local or foreign law
(including, without limitation, common law), treaty, judicial decision,
regulation, rule, judgment, order, decree, injunction, permit or governmental
restriction or requirement or any agreement with any governmental authority or
other third party, whether now or hereafter in effect, relating to human health
and safety, the environment or to pollutants, contaminants, wastes or chemicals
or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous
substances, wastes or materials.

         "ENVIRONMENTAL LIABILITIES" means all liabilities of the Issuer and
each of its Subsidiaries, whether contingent or fixed, known or unknown, which
(i) arise under or relate to matters covered by Environmental Laws and (ii)
relate to actions occurring or conditions existing on or prior to the Closing
Date.

         "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

         "ERISA GROUP" means the Issuer and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Issuer, are treated as a single employer
under Section 414 of the Code.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FDIA" means the Federal Deposit Insurance Act, as amended.

         "FDIC" means the Federal Deposit Insurance Corporation.

         "GOVERNMENTAL AUTHORITY" means any governmental body, agency or
official of any country or political subdivision of any country, including, but
not limited to, federal, state, county and local governments, administrative
agencies and courts.

                                       2
<PAGE>   6



         "HAZARDOUS SUBSTANCE" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substance having any constituent elements
displaying any of the foregoing characteristics, including, without limitation,
any substance regulated under Environmental Laws.

         "HOLA" means the Home Owners' Loan Act of 1933, as amended.

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, any Person shall be deemed to own subject to
Lien any asset that it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset.

         "MATERIAL ADVERSE EFFECT" means any change or effect (or aggregation of
changes and effects) that is materially adverse to the business, assets,
condition (financial or otherwise) or results of operations of the Issuer and
its Subsidiaries, taken as a whole.

         "MULTIEMPLOYER PLAN" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

         "PERSON" means an individual or a corporation, partnership, limited
liability company, association, trust, or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

         "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.

         "PREFERRED STOCK" means the preferred stock, par value $.01 per share,
of the Issuer.

                                       3
<PAGE>   7



         "PURCHASE PRICE" means, in the case of MS, $1,000,000 in immediately
available funds and, in the case of Provender, $1,500,000 in immediately
available funds.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated January 11, 2000 among the Issuer and the Purchasers.

         "REGULATED ACTIVITY" means any generation, treatment, storage,
recycling, transportation or disposal of any Hazardous Substance.

         "SEC REPORTS" means the forms, reports and documents filed with the
Commission.

         "SECURITIES" means, in the case of MS, 40,000 shares of Series A
Preferred Stock and, in the case of Provender, 60,000 shares of Series B
Preferred Stock.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SERIES A CERTIFICATE OF DESIGNATIONS" means the Certificate of
Designations, Preferences and Rights of Series A Preferred Stock, substantially
in the form attached as Exhibit A hereto.

         "SERIES A PREFERRED STOCK" means the Issuer's Series A Convertible
Preferred Stock, par value $.01 per share.

         "SERIES B CERTIFICATE OF DESIGNATIONS" means the Certificate of
Designations, Preferences and Rights of Series B Preferred Stock, substantially
in the form attached as Exhibit B hereto.

         "SERIES B PREFERRED STOCK" means the Issuer's Series B Convertible
Preferred Stock, par value $.01 per share.

         "SUBSIDIARY" means, with respect to any Person, any other Person of
which a majority of the capital stock or other ownership interests having
ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or indirectly
owned by such Person.

         "TAX" (and, with correlative meaning, "TAXES") means (i) any net
income, alternative or add-on minimum tax, gross income, gross receipts, sales,
use, ad valorem, value added, transfer, franchise, profits, license, withholding
on amounts paid by the Issuer or any of its Subsidiaries, payroll, employment,
excise, severance, stamp, occupation, premium, property, environmental or
windfall

                                       4
<PAGE>   8



profit tax, custom, duty or other tax, governmental fee or other like assessment
or charge of any kind whatsoever, together with any interest or any penalty,
addition to tax or additional amount due from, or in respect of the Issuer or
any of its Subsidiaries, as the case may be, imposed by any governmental
authority (a "TAXING AUTHORITY") responsible for the imposition of any such tax
(domestic or foreign) and (ii) any liability of the Issuer or any of its
Subsidiaries for the payment of any amount as a result of being a party to any
tax sharing agreement or with respect to the payment of any amount of the type
described in (i) as a result of any existing express or implied agreement or
arrangement (including, but not limited to, an indemnification agreement or
arrangement).

         (b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>
TERM                                                                      SECTION
----                                                                      -------

<S>                                                                  <C>
10-K                                                                      3.09
10-Qs                                                                     3.09
Exercise Notice                                                           5.05(a)
Intellectual Property                                                     3.16
Issuer                                                                   Preamble
Issuer Securities                                                         3.05(b)
MS                                                                       Preamble
Material Contract                                                         3.13
Offer                                                                     5.05(a)
Offer Price                                                               5.05(a)
Offered Shares                                                            5.05(a)
Provender                                                                Preamble
Purchasers                                                               Preamble
Regulatory Authorities                                                    3.20(c)
Regulatory Reports                                                        3.20(c)
Representatives                                                           6.01
Returns                                                                   3.19
Subsidiary Securities                                                     3.06(b)
Transfer Notice                                                           5.05(a)
</TABLE>



                                    ARTICLE 2

                         PURCHASE AND SALE OF SECURITIES

         SECTION 2.01.  The Purchase.  Upon the basis of the representations and
warranties herein contained of the Purchasers, the Issuer hereby sells to each
Purchaser, and each Purchaser, upon the basis of the representations and
warranties herein contained of the Issuer, hereby purchases severally and not

                                       5
<PAGE>   9



jointly from the Issuer the Securities for the Purchase Price. The Issuer hereby
delivers to each Purchaser, against payment of the Purchase Price by such
Purchaser to the Issuer, certificates evidencing the Securities being purchased
in definitive form and registered in the name of such Purchaser.

         SECTION 2.02.  Closing Documentation.  In connection herewith, the
parties are taking (or causing to be taken) the following actions:

          (a) the Series A Certificate of Designations and the Series B
Certificate of Designations shall have been filed with the Secretary of State of
Delaware;

          (b) the Registration Rights Agreement shall be executed and delivered
by the Issuer and the Purchasers; and

          (c) Thacher Proffitt & Wood, counsel to the Issuer, shall deliver to
each Purchaser an opinion covering certain matters relating to the sale and
issuance of the Securities.

         SECTION 2.03.  Legending of Securities.  (a) All shares of Series A
Preferred Stock, Series B Preferred Stock or Common Stock  to be issued to the
Purchasers hereunder shall bear the following legend:

         "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD,
         TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED WITH THE
         SECURITIES AND EXCHANGE COMMISSION OF THE UNITED STATES AND THE
         SECURITIES REGULATORY AUTHORITIES OF APPLICABLE STATES OR UNLESS AN
         EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SALE, PLEDGE,
         HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
         CERTIFICATE IS SUBJECT TO A RIGHT OF FIRST OFFER SET FORTH IN A CERTAIN
         SECURITIES PURCHASE AGREEMENT DATED JANUARY 11, 2000 AMONG THE
         CORPORATION, MORGAN STANLEY & CO. INCORPORATED AND PROVENDER
         OPPORTUNITIES FUND L.P. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
         WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION."

          (b) The Issuer agrees to remove the first sentence of foregoing legend
at the request of the Purchaser (i) at such time as the shares of Series A
Preferred Stock, Series B Preferred Stock or Common Stock, as the case may be,
are freely transferable pursuant to Rule 144(k) or (ii) upon delivery of an
opinion of counsel reasonably acceptable to the Issuer to the effect that such
shares may be transferred without registration under the Securities Act. The
Issuer agrees to remove the second sentence of the foregoing legend at the
request of a Purchaser at such time as the shares of Series A Preferred Stock,
Series B Preferred Stock or Common Stock, as the case may be, are no longer
subject to the right of first offer set forth in Section 5.05.

                                       6
<PAGE>   10


                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

                  The Issuer represents and warrants to each Purchaser that,
except as disclosed in the Disclosure Schedule:

         SECTION 3.01. Corporate Existence and Power. The Issuer is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all corporate powers and all
material governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted. The Issuer is registered as
a savings and loan holding company under the HOLA. The Issuer is duly qualified
to do business as a foreign corporation and is in good standing in each
jurisdiction where such qualification is necessary, except for those
jurisdictions where failure to be so qualified or in good standing could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. The Issuer has heretofore made available to each Purchaser or
its counsel true and complete copies of the certificate of incorporation and
bylaws of the Issuer as currently in effect.

         SECTION 3.02. Corporate Authorization. The execution, delivery and
performance by the Issuer of this Agreement and the Registration Rights
Agreement, and the consummation of the transactions contemplated hereby and
thereby are within the Issuer's corporate powers and have been duly authorized
by all necessary corporate action on the part of the Issuer. This Agreement
constitutes and, when executed and delivered in accordance with its terms, the
Registration Rights Agreement will constitute, a legal, valid and binding
agreement of the Issuer, enforceable against the Issuer in accordance with its
terms, except (i) as such enforcement is limited by bankruptcy, insolvency and
other similar laws affecting the enforcement of creditors' rights generally or
the reorganization of financial institutions, (ii) for limitations imposed by
general principles of equity and (iii) that rights to indemnity may be limited
by federal and state securities laws and public policy considerations. The
Securities, when issued and delivered in accordance with the terms of this
Agreement, will be validly issued and outstanding, fully paid and nonassessable,
and free and clear of any Liens other than Liens arising as a result of the
status of the Purchasers. The shares of Common Stock issuable upon conversion of
the Securities have been reserved for issuance and will, when issued, be validly
issued and outstanding, fully paid and nonassessable, and free and clear of any
Liens other than Liens arising as a result of the status of the Purchasers.

                                       7
<PAGE>   11



         SECTION 3.03. Governmental Authorization. The execution, delivery and
performance by the Issuer of this Agreement and the Registration Rights
Agreement, and the consummation of the transactions contemplated hereby and
thereby require no consent, approval, authorization or other action by or in
respect of any Governmental Authority except (i) the filing of the Series A
Certificate of Designations and the Series B Certificate of Designations in
accordance with the law of the State of Delaware, (ii) the filing of a listing
application for the shares of Common Stock issuable upon conversion of the
Securities with the American Stock Exchange, (iii) any filing required pursuant
to the securities laws of the State of New York and (iv) other filings,
notifications and consents that are immaterial to the consummation of the
transactions contemplated hereby and thereby.

         SECTION 3.04. Noncontravention. The execution, delivery and performance
by the Issuer of this Agreement and the Registration Rights Agreement, and the
consummation of the transactions contemplated hereby and thereby do not and will
not (i) violate the certificate of incorporation or bylaws of the Issuer, (ii)
assuming compliance with the matters referred to in Section 3.03, violate any
Applicable Law, (iii) require any consent or other action by any Person under,
constitute a default under, or give rise to any right of termination,
cancellation or acceleration of any material right or obligation of the Issuer
or any Subsidiary of the Issuer or to a loss of any material benefit to which
the Issuer or any Subsidiary of the Issuer is entitled under any provision of
any agreement or other instrument binding upon the Issuer or any Subsidiary of
the Issuer or (iv) result in the creation or imposition of any Lien on any
material asset of the Issuer or any Subsidiary of the Issuer, except for, in the
case of clauses (ii), (iii) and (iv), such matters that could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

         SECTION 3.05. Capitalization. (a) The authorized capital stock of the
Issuer consists of 12,000,000 shares of Common Stock and 2,000,000 shares of
Preferred Stock. The outstanding shares of Common Stock and Preferred Stock as
well as all securities convertible into or exchangeable for shares of Common
Stock as of December 31, 1999 are set forth on the Disclosure Schedule. No
shares of Common Stock or Preferred Stock or any securities convertible into or
exchangeable for shares of Common Stock have been issued since such date.

          (b) All of the outstanding shares of capital stock of the Issuer have
been duly authorized and validly issued and are fully paid and nonassessable.
Except as set forth in Section 3.05(a), there are no outstanding (i) shares of
capital stock or voting securities of the Issuer, (ii) securities of the Issuer
or any Subsidiary of the Issuer convertible into or exchangeable for shares of
capital stock or voting securities of the Issuer or (iii) options or other
rights to acquire from the Issuer or any Subsidiary of the Issuer, or other
obligation of the Issuer to issue, any capital stock, voting securities or
securities convertible into or exchangeable for capital

                                       8
<PAGE>   12



stock or voting securities of the Issuer (the items in clauses 3.05(b)(i),
3.05(b)(ii) and 3.05(b)(iii) being referred to collectively as the "ISSUER
SECURITIES"). There are no outstanding obligations of the Issuer or any
Subsidiary of the Issuer to repurchase, redeem or otherwise acquire any Issuer
Securities.

         SECTION 3.06. Subsidiaries. (a) Carver Federal Savings Bank is a
federal savings bank duly organized, validly existing and in good standing under
the laws of the United States. Each other Subsidiary of the Issuer is a
corporation or limited liability company duly incorporated, validly existing and
in good standing under the laws of its jurisdiction of incorporation or
formation. Each Subsidiary of the Issuer has all powers (corporate or otherwise)
and all material governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted. Each Subsidiary of
the Issuer is duly qualified to do business as a foreign corporation or limited
liability company and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified or in good standing could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

          (b) All of the outstanding capital stock or other voting securities or
other equity interests of each Subsidiary of the Issuer is owned by the Issuer,
directly or indirectly, free and clear of any Lien and free of any other
limitation or restriction (including any restriction on the right to vote, sell
or otherwise dispose of such capital stock or other voting securities or other
equity interests). There are no outstanding (i) securities of the Issuer or any
Subsidiary of the Issuer convertible into or exchangeable for shares of capital
stock or voting securities or other equity securities of any Subsidiary of the
Issuer or (ii) options or other rights to acquire from the Issuer or any
Subsidiary of the Issuer, or other obligation of the Issuer or any Subsidiary of
the Issuer to issue, any capital stock, voting securities, other equity
interests or securities convertible into or exchangeable for capital stock or
voting securities or other equity interests of any Subsidiary of the Issuer (the
items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as
the "SUBSIDIARY SECURITIES"). There are no outstanding obligations of the Issuer
or any Subsidiary of the Issuer to repurchase, redeem or otherwise acquire any
outstanding Subsidiary Securities.

         SECTION 3.07. Financial Statements. The audited consolidated balance
sheet as of March 31, 1999 and the related audited consolidated statement of
income and cash flows for the fiscal year ended March 31, 1999 and the unaudited
interim consolidated balance sheet for the six months ended September 30, 1999
and the related unaudited interim consolidated statements of income and cash
flows for the six months ended September 30, 1999 of the Issuer and its
Subsidiaries and the Balance Sheet have been delivered by the Issuer to the
Purchaser. Such financial statements fairly present, in conformity with
generally accepted accounting principles applied on a consistent basis (except
as may be

                                       9
<PAGE>   13



indicated in the notes thereto), the consolidated financial position of the
Issuer and its Subsidiaries as of the dates thereof and their consolidated
results of operations and cash flows for the periods then ended (subject to
normal year-end adjustments and the absence of notes in the case of any
unaudited interim financial statements).

         SECTION 3.08. Absence of Certain Changes. Since the Balance Sheet Date,
the business of the Issuer and its Subsidiaries has been conducted in the
ordinary course consistent with past practices and there has not been any event,
occurrence, development or state of circumstances or facts which has had or
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect or an adverse effect on the ability of the Issuer to
perform its obligations under this Agreement and the Registration Rights
Agreements.

         SECTION 3.09. No Material Undisclosed Liabilities. There are no
liabilities of the Issuer or any Subsidiary of the Issuer of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of circumstances
which could reasonably be expected, individually or in the aggregate, to result
in such a liability, other than:

          (i)  liabilities provided for in the Balance Sheet or disclosed in the
         notes thereto or in the Form 10-K of the Issuer for the year ended
         March 31, 1999, as amended on Form 10-K/A (as so amended, the "10-K"),
         or in the Forms 10-Q of the Issuer for the quarters ended June 30, 1999
         and September 30, 1999 (the "10-Qs");

         (ii)  liabilities incurred since the Balance Sheet Date in the ordinary
         course of business consistent with past practices;

         (iii) liabilities under this Agreement and the Registration Rights
         Agreement or incurred in connection with the transactions contemplated
         by this Agreement and the Registration Rights Agreement; and

         (iv)  other undisclosed liabilities which, individually or in the
         aggregate, are not material to the Issuer and its Subsidiaries, taken
         as a whole.

         SECTION 3.10. Litigation. There is no action, suit, investigation or
proceeding (or any basis therefor) pending against, or to the knowledge of the
Issuer, threatened against or affecting, the Issuer or any Subsidiary of the
Issuer or any of their respective properties before any court or arbitrator or
any governmental body, agency or official which could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect or which in
any

                                       10
<PAGE>   14



manner challenges or seeks to prevent, enjoin, alter or materially delay the
transactions contemplated by this Agreement.

         SECTION 3.11. Compliance with Laws. Neither the Issuer nor any
Subsidiary of the Issuer is in violation of, or has since January 1, 1997
violated, or to the best knowledge of the Issuer, is under investigation with
respect to or been threatened to be charged with or given notice of any
violation of, any Applicable Law, in each case other than any such violations
that could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.

         SECTION 3.12. SEC Reports. Since January 1, 1997, the Issuer has filed
all required SEC Reports when due (or within permitted extension periods) in
accordance with the Exchange Act. As of their respective dates (or, in the case
of any amended SEC Report, as of the date of the amendment), the SEC Reports
complied in all material respects with all applicable requirements of the
Exchange Act or the Securities Act, as the case may be. As of their respective
dates (or, in the case of any amended SEC Report, as of the date of the
amendment), none of the SEC Reports contained any untrue statement of a material
fact or omitted to state a material fact required to be stated or incorporated
by reference therein or necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading.

         SECTION 3.13. Material Contracts. Each of the agreements, contracts,
leases and commitments listed as an exhibit to the 10-K, any of the 10-Qs or any
Form 8-K filed with the Commission since January 1, 1999 (each, a "MATERIAL
CONTRACT") is a legal, valid and binding agreement of the Issuer or a Subsidiary
of the Issuer, as the case may be, and is in full force and effect, and none of
the Issuer, such Subsidiary or, to the knowledge of the Issuer, any other party
thereto is in default or breach, in each case except for any such default or
breach that could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, and, to the best knowledge of the Issuer,
no event or circumstance has occurred that, with notice or lapse of time or
both, would constitute any event of default thereunder.

         SECTION 3.14. Finders' Fees. The fees and commissions of any investment
banker, broker, finder or other intermediary which has been retained by or is
authorized to act on behalf of the Issuer in connection with the transactions
contemplated by this Agreement or the Registration Rights Agreement, including
without limitation Keefe, Bruyette & Woods, will be paid by the Issuer.

         SECTION 3.15. Offering of Securities. Neither the Issuer nor any Person
acting on its behalf has taken or will take any action (including, without
limitation, any offering of any securities of the Issuer under circumstances
which would require, under the Securities Act, the integration of such offering
with the

                                       11
<PAGE>   15



offering and sale of the Securities) which might subject the offering, issuance
or sale of the Securities to the registration requirements of Section 5 of the
Securities Act.

         SECTION 3.16. Intellectual Property. The Issuer and each of its
Subsidiaries owns, or has the legal right to use, all material patents, patent
applications, trademarks, trademark applications, tradenames, copyrights,
technology, know-how and processes and other intellectual property rights
necessary for each of them to conduct its business as currently conducted (the
"INTELLECTUAL PROPERTY"). No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Issuer know of any facts or circumstances that could provide a reasonable basis
for any such claim. To the best knowledge of the Issuer, the use of such
Intellectual Property by the Issuer and its Subsidiaries does not infringe on
the rights of any Person, except for such infringements which could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

         SECTION 3.17. Environmental Compliance. (a) No notice, notification,
demand, request for information, citation, summons, complaint or order has been
issued, no complaint has been filed, no penalty has been assessed and no
investigation or review is pending, or to the Issuer's best knowledge,
threatened by any governmental or other entity (i) with respect to any alleged
material violation by the Issuer or any of its Subsidiaries of any Environmental
Law, (ii) with respect to any alleged failure by the Issuer or any of its
Subsidiaries to have any material permit, certificate, license, approval,
registration or authorization required under any Environmental Law in connection
with the conduct of their businesses or (iii) with respect to any Regulated
Activity or any release, as defined in 42 U.S.C. 9601(22), of any Hazardous
Substance which could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

          (b) (i) Neither the Issuer nor any of its Subsidiaries has engaged in
any Regulated Activity other than in compliance in all material respects with
all applicable Environmental Laws and (ii) to the best knowledge of the Issuer,
no release, as defined in 42 U.S.C. 9601(22), of any Hazardous Substance has
occurred at or on any property now or previously owned or leased by the Issuer
or any of its Subsidiaries which could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

          (c) To the best knowledge of the Issuer, there are no Environmental
Liabilities that could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

         SECTION 3.18.  Compliance with ERISA.  Each member of the ERISA
Group has fulfilled its obligations, if any, under the minimum funding standards

                                       12
<PAGE>   16



of ERISA and the Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the Code
with respect to each Plan to the extent the ERISA Group maintains such plans. No
member of the ERISA Group has (a) sought a waiver of the minimum funding
standards under Section 412 of the Code in respect of any Plan, (b) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement, or made any amendment to any Plan or Benefit
Arrangement, which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Code or (c) incurred
any liability under Title IV of ERISA other than a liability to the Pension
Benefit Guaranty Corporation for premiums under Section 4007 of ERISA.

         SECTION 3.19. Taxes. (a) The Issuer and each of its Subsidiaries has
filed in accordance with Applicable Law, all material Tax returns, statements,
reports and forms (collectively, "RETURNS") required to be filed with any Taxing
Authority when due (taking into account any extension of a required filing
date); (b) at the time filed, such Returns were true, correct and complete in
all material respects; (c) the Issuer and each of its Subsidiaries has timely
paid all Taxes shown as due and payable on the Returns that have been filed; (d)
the charges, accruals and reserves for Taxes reflected on the Balance Sheet
(excluding any provision for deferred income taxes) are adequate under United
States generally accepted accounting principles, consistently applied, to cover
the Tax liabilities accruing through the date thereof; (e) there is no action,
suit, proceeding, investigation, audit or claim pending or, to the knowledge of
the Issuer, threatened against or with respect to it in respect of any Tax; (f)
all Returns filed with the City of New York with respect to Tax years of the
Issuer and its Subsidiaries through the Tax year ended March 31, 1998 have been
examined and closed or are Returns with respect to which the applicable period
for assessment under Applicable Law, after giving effect to extensions or
waivers, has expired; no Returns filed with any other Taxing Authority with
respect to any Tax years of the Issuer and its Subsidiaries have been examined,
and all Returns filed with any other Taxing Authority with respect to Tax years
of the Issuer and its Subsidiaries through the Tax year ended March 31, 1998 are
Returns with respect to which the applicable period for assessment under
Applicable Law, after giving effect to extensions or waivers, has expired; (g)
neither the Issuer nor any of its Subsidiaries has any obligation under any Tax
sharing agreement, Tax allocation agreement or Tax indemnity agreement or any
other agreement or arrangement in respect of any Tax with any Person other than
the Issuer or its Subsidiaries; (h) neither the Issuer nor any of its
Subsidiaries has been a member of an affiliated, consolidated, combined or
unitary group other than one of which the Issuer was the common parent; (i)
proper and adequate amounts have been withheld by the Issuer and its
Subsidiaries from their respective employees and other Persons for all periods
in compliance in all material respects with the Tax, social security and
unemployment, excise and other withholding provisions of all federal, state,
local and foreign laws; (j) there is no Tax lien, whether imposed by any
federal, state,

                                       13
<PAGE>   17



local, or foreign taxing authority, outstanding against the assets, properties
or business of the Issuer or any of its Subsidiaries, other than any liens that
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and (k) the Issuer is not now, has never been and does
not contemplate becoming a "United States Real Property Holding Corporation" as
defined in Section 897(c)(2) of the Code and Section 1.897-2(b) of the Treasury
regulations thereunder.

         SECTION 3.20. Regulatory Matters. (a) Carver Federal Savings Bank is
the only "insured depository institution" within the meaning of the FDIA that
is, directly or indirectly, "controlled" by the Issuer within the meaning of the
FDIA and is the only federal savings bank of which 5% or more of any class of
voting securities are directly or indirectly owned or controlled by the Issuer,
all within the meaning of the HOLA. Carver Federal Savings Bank maintains in
full force and effect deposit insurance with the FDIC through the Bank Insurance
Fund or Savings Association Insurance Fund, and has fully paid to the FDIC as
and when due all assessments with respect to its deposits as are required to
maintain such deposit insurance in full force and effect. As of the date hereof,
Carver Federal Savings Bank is rated Satisfactory under the Community
Reinvestment Act.

          (b) Carver Federal Savings Bank has paid, as and when due, all fees,
charges, assessments, or the like, to each and every governmental or regulatory
agency having jurisdiction with respect to it as required by law, regulation, or
rule, other than any such items the failure of which to pay would not,
individually or in the aggregate, have a Material Adverse Effect.

          (c) Since January 1, 1997, the Issuer and its Subsidiaries have filed
all material reports, registrations, applications and statements, together with
any amendments required to be made with respect thereto, that are required to be
filed with (A) the Office of Thrift Supervision, (B) the FDIC, and (C) any other
applicable federal or state banking authorities (all such authorities referred
to collectively as "REGULATORY AUTHORITIES," and all such filings and reports
referred to collectively as the "REGULATORY REPORTS"). As of its filing date,
each Regulatory Report complied in all material respects with all of the
statutes, rules and regulations enforced or promulgated by the Regulatory
Authority with which they were filed. Except for examinations conducted by a
Regulatory Authority in the regular course of the business of the Issuer and its
Subsidiaries since January 1, 1997, no Regulatory Authority has initiated any
proceeding, or, to the knowledge of the Issuer or its Subsidiaries, any
investigation, into the business or operations of the Issuer or its
Subsidiaries. There is no unresolved violation, criticism or exception by any
Regulatory Authority with respect to any report or statement relating to any
examination or the Issuer or its Subsidiaries, except as to such matters which
would not have a Material Adverse Effect.

                                       14
<PAGE>   18



          (d) Neither the Issuer nor any of its Subsidiaries is a party to any
commitment letter or similar undertaking to, cease-and-desist order or written
agreement or memorandum of understanding with, or subject to any written order
or directive from, or is a recipient of any extraordinary supervisory letter
from, or has adopted any board resolutions at the request of, any federal or
state governmental authority charged with the supervision or regulation of banks
or engaged in the insurance of bank deposits, nor has the Issuer or its
Subsidiaries been advised that any such governmental authority is contemplating
issuing or requesting any of the foregoing.

                                    ARTICLE 4

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each Purchaser hereby represents and warrants to the Issuer, severally
as to itself only and not jointly as to the other Purchaser, that:

         SECTION 4.01. Existence and Power. Such Purchaser is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization and has all powers (corporate, partnership or otherwise) and all
material governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted. Such Purchaser is duly
qualified to do business and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified could not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on such Purchaser.

         SECTION 4.02. Authorization. The execution, delivery and performance by
such Purchaser of this Agreement and the Registration Rights Agreement, and the
consummation of the transactions contemplated hereby and thereby, are within
such Purchaser's powers (corporate, partnership or otherwise) and have been duly
authorized by all necessary action on the part of such Purchaser. This Agreement
constitutes and, when executed and delivered in accordance with its terms, the
Registration Rights Agreement will constitute, a legal, valid and binding
agreement of such Purchaser, enforceable against such Purchaser in accordance
with its terms, except (i) as such enforcement is limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of creditors' rights
generally, (ii) for limitations imposed by general principles of equity and
(iii) that rights to indemnity may be limited by federal and state securities
laws and public policy considerations.

         SECTION 4.03.  Governmental Authorization.  The execution, delivery and
performance by such Purchaser of this Agreement and the Registration Rights
Agreement, and the consummation of the transactions contemplated hereby and

                                       15
<PAGE>   19

thereby, require no action by or in respect of, or filing with, any governmental
body, agency or official other than filings, notifications and consents that are
immaterial to the consummation of the transactions contemplated hereby.

         SECTION 4.04. Noncontravention. The execution, delivery and performance
by such Purchaser of this Agreement and the Registration Rights Agreement, and
the consummation of the transactions contemplated hereby and thereby, do not and
will not (i) violate the organizational documents of such Purchaser, (ii)
assuming compliance with the matters referred to in Section 4.03, violate any
Applicable Law, except for any such violation which would not have a material
adverse effect on the ability of such Purchaser to consummate the transactions
contemplated hereby and thereby or (iii) require any consent or other action by
any Person, or constitute a default, under any provision of any agreement or
other instrument binding upon such Purchaser, except as to matters which would
not be material to such Purchaser.

         SECTION 4.05. Finders' Fees. The fees and commissions of any investment
banker, broker, finder or other intermediary which has been retained by or is
authorized to act on behalf of such Purchaser in connection with the
transactions contemplated by this Agreement or the Registration Rights Agreement
will be paid by such Purchaser.

         SECTION 4.06. Private Placement. (a) Such Purchaser understands that
the offering and sale of the Securities is intended to be exempt from
registration under the Securities Act pursuant to Section 4(2) of the Securities
Act and any applicable state securities or blue sky laws.

          (b) The Securities to be acquired by such Purchaser pursuant to this
Agreement are being acquired for its own account and without a view to the
resale or distribution of such Securities or any interest therein other than in
a transaction exempt from registration under the Securities Act.

          (c) Such Purchaser is an "Accredited Investor" as such term is defined
in Regulation D under the Securities Act.

          (d) Such Purchaser has sufficient knowledge and experience in
financial and business matters so as to be capable of evaluating the merits and
risks of its investment in the Securities and such Purchaser is capable of
bearing the economic risks of such investment, including a complete loss of its
investment in the Securities. Such Purchaser understands that its investment in
the Securities involves a high degree of risk.

          (e) Such Purchaser has been furnished with and carefully read a copy
of the Form 10-K, each of the Form 10-Qs and this Agreement and has been given
the opportunity to ask questions of, and receive answers from, the Issuer

                                       16
<PAGE>   20

concerning the terms and conditions of the Securities and other related matters.
The Issuer has made available to such Purchaser or its agents all documents and
information relating to an investment in the Securities requested by or on
behalf of such Purchaser.

          (f) Such Purchaser understands that the Securities have not been and,
except as provided in the Registration Rights Agreement, are not being
registered under the Securities Act or any state securities laws, and may not be
offered, sold, pledged or otherwise transferred except in compliance with the
Securities Act or state securities laws.

                                    ARTICLE 5

                   COVENANTS OF THE ISSUER AND THE PURCHASERS

         SECTION 5.01. Confidentiality. Each Purchaser will hold, and will use
its reasonable best efforts to cause its officers, directors, employees,
accountants, counsel, consultants, advisors, financing sources, financial
institutions, and agents (the "REPRESENTATIVES") to hold, in confidence, unless
compelled to disclose by judicial or administrative process or by other
requirements of law or national stock exchange, all confidential documents and
information concerning the Issuer or any of its Affiliates that are furnished to
such Purchaser, except to the extent that such information can be shown to have
been (i) previously known on a nonconfidential basis by such Purchaser or such
Representatives, (ii) in the public domain through no fault of such Purchaser or
its Representatives (with respect to information received in their capacity as
such) or (iii) later acquired by such Purchaser or such Representatives from
sources other than the Issuer or any of its Affiliates not known by such
Purchaser or such Representatives, as applicable, to be bound by any
confidentiality obligation; provided that such Purchaser may disclose such
information to any of its Representatives in connection with the transactions
contemplated by this Agreement and the Registration Rights Agreement so long as
such Persons are informed by such Purchaser of the confidential nature of such
information and are directed by such Purchaser to treat such information
confidentially. The obligation of each Purchaser to hold and to cause its
Representatives to hold any such information in confidence shall be satisfied if
such Purchaser exercises the same care with respect to such information as such
Purchaser would take to preserve the confidentiality of its own similar
information. If a Purchaser or any of its Representatives is requested to
disclose any confidential information by judicial or administrative process or
by other requirements of law or a national stock exchange, such Purchaser will
promptly notify the Issuer of such request so that the Issuer may seek an
appropriate protective order. Each Purchaser agrees that it will not, and will
use its reasonable best efforts to cause its Representatives not to, use any
confidential documents or information for any purpose other than monitoring and
evaluating

                                       17
<PAGE>   21

its investment in the Issuer and in connection with the transactions
contemplated by this Agreement and the Registration Rights Agreement.

         SECTION 5.02. Public Announcements. The parties agree to consult with
each other before issuing any press release or making any public statement with
respect to this Agreement and the transactions contemplated hereby and, except
as may be required by Applicable Law or any listing agreement with any national
securities exchange, will not issue any such press release or make any such
public statement prior to such consultation. Notwithstanding the foregoing, the
parties have agreed upon the form of press release to be issued by the Issuer in
connection with the execution of this Agreement and each party may make public
statements that are materially consistent with such press release without prior
consultation with the other party.

         SECTION 5.03. Restrictions of Certain Actions by the Purchasers. For so
long as any Purchaser owns any Preferred Stock or any Common Stock, without the
Issuer's prior consent, such Purchaser will not, and will cause each of its
Affiliates not to, directly or indirectly:

          (a) make, or take any action to solicit, initiate or encourage, either
alone, in conjunction with another Person or as part of a group (as such term is
defined in Section 13(d)(3) of the Exchange Act), any offer or proposal for, or
any indication of interest in, a merger or other business combination involving
the Issuer or the acquisition of (i) any equity interest in excess of five
percent of the total voting power of the Issuer's voting securities or (ii) a
substantial portion of the assets of the Issuer or any Subsidiary;

          (b) make, or in any way participate in, any "solicitation" of
"proxies" to vote (as such terms are defined in Rule 14a-1 under the Exchange
Act or any successor provision), solicit any consent or become a "participant"
in any "election contest" (as such terms are defined or used in Rule 14a-11
under the Exchange Act or any successor provision);

          (c) grant any proxies with respect to any Preferred Stock or Common
Stock to any Person (other than as recommended by the Board of Directors of the
Issuer) or deposit any such securities in a voting trust or enter into any other
arrangement or agreement with respect to the voting thereof (other than a proxy
granted to, or a voting trust or arrangement with, one or more of its
Affiliates); or

          (d) initiate, support or otherwise solicit stockholders for the
approval of one or more stockholder proposals with respect to the Issuer as
described in Rule 14a-8 under the Exchange Act (other than as recommended by the
Board of Directors of the Issuer), or induce or attempt to induce any other
Person to initiate any such stockholder proposal.

                                       18
<PAGE>   22



          SECTION 5.04. Issuer Repurchases of Common Stock. In the case of MS,
the Issuer agrees that, for so long as MS shall hold Series A Preferred Stock or
shares of Common Stock received upon the conversion of Series A Preferred Stock,
the Issuer (i) shall give MS prompt notice of the adoption by the Issuer of any
plan or program to repurchase shares of Common Stock and (ii) to the extent that
the repurchase of such shares would cause MS to hold shares of Common Stock (on
an as converted basis) equal to more than 4.99% of the outstanding shares of
Common Stock (assuming full conversion of the Series A Preferred Stock), the
Issuer shall repurchase from MS a proportionate number of shares of Series A
Preferred Stock at a price per share equal to the greater of (A) the liquidation
preference per share plus an amount equal to accrued and unpaid dividends
thereon (whether or not declared) to the date fixed for repurchase and (B) the
value of the shares of Common Stock into which such share of Series A Preferred
Stock is convertible based on the average weighted price per share of Common
Stock paid pursuant to such repurchase plan or program.

         SECTION 5.05. Right of First Offer. (a) If a Purchaser desires to
transfer (i) any shares of Preferred Stock prior to the fourth anniversary of
the date hereof or (ii) any shares of Common Stock issued upon conversion of
Preferred Stock, such Purchaser shall give prompt written notice (the "TRANSFER
NOTICE") to the Issuer of such intention, specifying the number of shares of
Preferred Stock or Common Stock proposed to be transferred (the "OFFERED
SHARES"). The Transfer Notice shall constitute an irrevocable offer (the
"OFFER") by such Purchaser to sell to the Issuer the Offered Shares at a price
(the "OFFER PRICE") equal to (A) in the case of Preferred Stock, the aggregate
price specified by such Purchaser in the Transfer Notice and (B) in the case of
the Common Stock, the aggregate Daily Price (as defined in the Series A
Certificate of Designations or the Series B Certificate of Designations, as the
case may be) of such Offered Shares on the Business Day immediately prior to
date of delivery of the Transfer Notice. The Issuer shall have the right,
exercisable by the Issuer within three Business Days after receipt of such
Transfer Notice, to elect to purchase all, but not a part of, the Offered Shares
specified in such Transfer Notice for cash at the Offer Price by delivery of a
written notice (the "EXERCISE NOTICE") to such Purchaser stating the Issuer's
irrevocable acceptance of the Offer.

          (b) If the Issuer elects to purchase the Offered Shares, the closing
of the purchase of the Offered Shares shall take place on a mutually acceptable
closing date which shall be not more than five Business Days after delivery of
the Exercise Notice. The closing shall take place at such time and place as the
parties mutually agree.

          (c) If the Issuer fails to elect to purchase the Offered Shares within
the period specified in Section 5.05(a), such Purchaser shall be free, during
the 60-day

                                       19
<PAGE>   23

period following the expiration of such period, to transfer any portion of or
all the Offered Shares at a price not less than 95% of the Offer Price.

         SECTION 5.06. Board of Directors. (a) Provender shall be entitled to
designate one director nominee to the Board of Directors of the Issuer for so
long as it continues to beneficially own shares of Series B Preferred Stock (or
shares of Common Stock received upon the conversion thereof) representing at
least 50% of the Series B Preferred Stock (or the shares of Common Stock
received upon the conversion thereof) purchased by Provender pursuant to this
Agreement. Such director nominee shall be reasonably acceptable to the Issuer
and shall initially be Fred Terrell. The Issuer agrees to use its best efforts
to take all actions necessary to have such director nominee elected to the Board
of Directors. The Issuer shall be deemed to have used its best efforts to elect
such director nominee to the Board of Directors if it nominates such designee,
includes the designee in the Issuer's proxy statement, recommends a vote for
such designee and casts proxies given to the Issuer in favor of such designee.

          (b) The director nominated pursuant to this Section 5.06 shall be
entitled to receive the same compensation and benefits that are provided to the
other non- executive members of the Board of Directors.

         SECTION 5.07. Certain Life Insurance. As promptly as practicable after
the date hereof, the Issuer shall procure a life insurance policy in an amount
not less than $2,500,000 on the life of the current President and Chief
Executive Officer of the Issuer. The Issuer shall maintain such policy for so
long as the Series A Preferred Stock or the Series B Preferred Stock is
outstanding.

         SECTION 5.08. Certain Other Arrangements. For so long as the Purchasers
hold Preferred Stock, in the event that the Issuer determines to issue shares of
another series of Preferred Stock, each Purchaser shall have the option to
exchange all (but not less than all) of its Preferred Stock for such other
series of Preferred Stock on a dollar-for-dollar basis based on the liquidation
preference and accrued but unpaid dividends on such Purchaser's shares of
Preferred Stock and the liquidation preference or issue price, if lower, of such
other series of Preferred Stock.

                                    ARTICLE 6

                                  MISCELLANEOUS

         SECTION 6.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including telecopier or similar
writing) and shall be given to such party at its address or telecopier number
set forth on the signature page hereof, or such other address or telecopier
number as such party

                                       20
<PAGE>   24

may hereinafter specify for the purpose to the party giving such notice. Each
such notice, request or other communication shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified
pursuant to this Section 6.01 and the appropriate confirmation is received, (ii)
if given by mail, 72 hours after such communication is deposited in the mails
with first class postage prepaid, addressed as aforesaid or (iii) if given by
any other means, when delivered at the address specified in this Section 6.01.

         SECTION 6.02. Amendments; Waivers. (a) No failure or delay on the part
of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

          (b) Any provision of this Agreement may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed, in the case of an
amendment, by the parties hereto, or in the case of a waiver, by the party
against whom the waiver is to be effective.

         SECTION 6.03. Successors and Assigns. This provisions of this Agreement
shall be binding upon and accrue to the benefit of the parties hereto and their
respective successors and permitted assigns; provided that no party may assign
any of its rights and obligations under this Agreement without the other party's
prior written consent.

         SECTION 6.04. Survival. The representations and warranties contained in
this Agreement shall survive the Closing until December 31, 2000, except that
(i) the representations and warranties contained in Sections 3.01, 3.02, 3.03,
3.05, 4.01, 4.02, and 4.03 shall survive indefinitely and (ii) the
representations and warranties contained in Sections 3.17, 3.18 and 3.19 shall
survive until the expiration of the statute of limitations applicable to the
matters covered thereby (giving effect to any waiver, mitigation or extension
thereof, if applicable). Notwithstanding the preceding sentence, any
representation or warranty in respect of which a claim may be brought under this
Agreement shall survive the time at which it would otherwise terminate pursuant
to the preceding sentence, if notice of the inaccuracy or breach thereof giving
rise to such claim shall have been given in reasonable detail to the party
against whom such claim may be brought prior to such time. The covenants and
agreements of the parties contained in this Agreement shall survive the Closing
in accordance with their terms or, if no term is specified, indefinitely.

                                       21
<PAGE>   25

         SECTION 6.05. Entire Agreement. This Agreement (including the
Disclosure Schedule), the Registration Rights Agreement and any other documents
executed concurrently herewith constitute the entire agreement and understanding
of the parties hereto and supersede any and all prior agreements and
understandings, written or oral, relating to the subject matter hereof.

         SECTION 6.06.  Applicable Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the conflicts of law rules of such state.

         SECTION 6.07. Severability. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

         SECTION 6.08. Fees and Expenses. Unless otherwise provided herein, all
costs and expenses incurred in connection with the transactions contemplated by
this Agreement shall be paid by the party incurring such costs and expenses. In
the case of Provender, the Issuer shall pay reasonable out-of-pocket costs and
expenses (including reasonable fees and expenses of counsel) incurred by
Provender in connection with the purchase of the Securities in an amount up to,
but not exceeding, $50,000. The Issuer shall pay any and all stamp, transfer and
other similar taxes payable or determined to be payable in connection with the
execution and delivery of this Agreement or the issuance of the Securities.

         SECTION 6.09. Counterparts. This Agreement may be executed in any
number of counterparts each of which shall be an original with the same effect
as if the signatures thereto and hereto were upon the same instrument.

                                       22
<PAGE>   26


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                              CARVER BANCORP, INC.

                              By:   /s/ Deborah C. Wright
                                   ----------------------------------------
                                   Name: Deborah C. Wright
                                   Title: President and Chief Executive
                                            Officer

                              Address for notices:
                              --------------------

                                   Carver Bancorp, Inc.
                                   75 West 125th Street
                                   New York, New York 10027
                                   Facsimile: (212) 426-6214
                                   Attention: President and Chief Executive
                                                Officer

                              MORGAN STANLEY & CO. INCORPORATED

                              By:   /s/ Roxanne M. Beer
                                   ----------------------------------------
                                   Name: Roxanne M. Beer
                                   Title:   Vice President

                              Address for notices:
                              --------------------

                                   Morgan Stanley & Co. Incorporated
                                   1585 Broadway
                                   New York, NY 10036
                                   Facsimile: 212-761-0358
                                   Attention: Roxanne M. Beer


<PAGE>   27



                              PROVENDER OPPORTUNITIES FUND L.P.

                              By:   /s/ Derek K. Jones
                                   ----------------------------------------
                                   Name: Derek K. Jones
                                   Title:   General Partner

                              By:   /s/ Raymond J. Walsh, Jr.
                                   ----------------------------------------
                                   Name: Raymond J. Walsh, Jr.
                                   Title:   General Partner

                              Address for notices:

                                   Provender Capital Group, LLC
                                   17 State Street
                                   New York, New York 10004
                                   Facsimile: (212) 271-8875
                                   Attention: Raymond J. Walsh, Jr.


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</DOCUMENT>
