REGISTRATION RIGHTS AGREEMENT



                             Dated January 11, 2000



                                      among



                              CARVER BANCORP, INC.



                        MORGAN STANLEY & CO. INCORPORATED



                                       and



                        PROVENDER OPPORTUNITIES FUND L.P.





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                                TABLE OF CONTENTS

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                                                                             PAGE

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ARTICLE 1



      DEFINITIONS



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



ARTICLE 2



      REGISTRATION RIGHTS



SECTION 2.01.  Demand Registration Rights......................................3

SECTION 2.02.  Piggy-Back Registration Rights..................................4

SECTION 2.03.  Registration Procedures.........................................5

SECTION 2.04.  Participation in Underwritten Registrations.....................9

SECTION 2.05.  Holdback Agreements.............................................9

SECTION 2.06.  Indemnification.................................................9



ARTICLE 3



      MISCELLANEOUS



SECTION 3.01.  Notices........................................................13

SECTION 3.02.  Amendments; Waivers............................................13

SECTION 3.03.  Successors; Assigns............................................13

SECTION 3.04.  Entire Agreement...............................................13

SECTION 3.05.  Applicable Law.................................................14

SECTION 3.06.  Remedies.......................................................14

SECTION 3.07.  Severability...................................................14

SECTION 3.08.  Fees and Expenses..............................................14

SECTION 3.09.  Counterparts...................................................14

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                          REGISTRATION RIGHTS AGREEMENT



         REGISTRATION RIGHTS AGREEMENT dated January 11, 2000 among Carver

Bancorp, Inc., a Delaware corporation (the "ISSUER"), Morgan Stanley & Co.

Incorporated, a Delaware corporation ("MS"), and Provender Opportunities Fund

L.P., a Delaware limited partnership ("PROVENDER"). Each of MS and Provender is

sometimes hereinafter referred to as a "HOLDER".



         WHEREAS, the Issuer, MS and Provender are parties to a Securities

Purchase Agreement dated January 11, 2000 (the "PURCHASE AGREEMENT") pursuant to

which MS purchased 40,000 shares of Series A Preferred Stock from the Issuer and

Provender purchased 60,000 shares of Series B Preferred Stock from the Issuer;

and



         WHEREAS, the parties hereto desire to provide for certain rights and

obligations relating to the capital stock of the Issuer following the date

hereof.



         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:



         "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.



         "COMMISSION" means the Securities and Exchange Commission or any

successor commission or agency having similar powers.



         "COMMON SHARES" means shares of the common stock of the Issuer, par

value $0.01 per share.



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

and the rules and regulations promulgated thereunder.



         "PERSON" means an individual, partnership, corporation, limited

liability company, trust, joint stock company, association, joint venture, or

any other entity or organization.





<PAGE>   4







         "PUBLIC OFFERING" means any underwritten public offering of equity

securities of the Issuer pursuant to an effective registration statement under

the Securities Act other than pursuant to a registration statement on Form S-4

or Form S-8 or any successor or similar form.



         "REGISTRABLE COMMON SHARES" means Registrable Securities that are

Common Shares.



         "REGISTRABLE SECURITIES" means (i) all Series A Preferred Shares and

all Series B Preferred Shares owned by the Holders and (ii) all Common Shares

owned by the Holders or into which the Series A Preferred Shares or the Series B

Preferred Shares owned by the Holders may be converted. Registrable Securities

shall cease to be Registrable Securities when (i) a registration statement with

respect to the sale of such Registrable Securities shall have become effective

under the Securities Act and such Registrable Securities shall have been

disposed of pursuant to such registration statement, or (ii) such Registrable

Securities shall have ceased to be outstanding.



         "REGISTRATION EXPENSES" means all (i) registration, qualification and

filing fees, (ii) fees and expenses of compliance with securities or blue sky

laws (including reasonable fees and disbursements of a qualified independent

underwriter, if any, counsel in connection therewith and the reasonable fees and

disbursements of counsel in connection with blue sky qualifications of the

Registrable Securities), (iii) printing expenses, (iv) internal expenses of the

Issuer (including, without limitation, all salaries and expenses of officers and

employees performing legal or accounting duties), (v) fees and disbursements of

counsel for the Issuer, (vi) customary fees and expenses for independent

certified public accountants retained by the Issuer (including the expenses of

any comfort letters or costs associated with the delivery by independent

certified public accountants of a comfort letter or comfort letters), (vii) fees

and expenses of any special experts retained by the Issuer in connection with

such registration, (viii) reasonable fees and expenses of one separate firm of

attorneys for the Holders selling securities pursuant to such registration and

(ix) fees and expenses of listing the Registrable Securities on a securities

exchange; but shall not include any underwriting fees or discounts or

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