EXHIBIT 10.19

                              Carver Bancorp, Inc.

                  Compensation Plan for Non-Employee Directors

1.    Purpose of the Plan.

            The purpose of the Compensation Plan for Non-Employee Directors (the
      "Plan") is to strengthen the link of the compensation of non-employee
      directors of Carver Bancorp, Inc., a Delaware corporation or any successor
      corporation (the "Company"), directly with the interests of its
      stockholders.

2.    Participants.

            Participants in the Plan shall consist of directors of the Company
      who are not employees of the Company or any of its subsidiaries (each, a
      "Participant" or "Non-Employee Director"). The term "subsidiary" as used
      in the Plan means a corporation more than 50% of the voting stock of
      which, or an unincorporated business entity more than 50% of the equity
      interest in which, shall at the time be owned directly or indirectly by
      the Company.

3.    Shares Available Under the Plan.

            Subject to the provisions of Section 8 of the Plan, a maximum of
      50,000 shares of common stock, par value $0.01 per share ("Shares"), of
      the Company may be delivered under the Plan. Shares to be delivered under
      the Plan shall be Shares held in treasury acquired through open market
      purchases from time to time or otherwise available to the Company.

4.    Administration of the Plan.

            The Plan shall be administered by the Compensation Committee of the
      Board of Directors of the Company (the "Committee") which shall have the
      authority to designate one of its members and/or the Secretary of the
      Company to take action on behalf of the Committee. The Committee shall
      have authority to interpret the Plan, and to prescribe, amend and rescind
      rules and regulations relating to the administration of the Plan, and all
      such interpretations, rules and regulations shall be conclusive and
      binding on all persons.

5.    Effective Date of the Plan.

            At the March 21, 2000 meeting of the Board of Directors of the
      Company, the Board approved the compensation of the members of the Board
      of Directors, at each director's option, to include compensation in the
      form of common stock or options of the Company. At the April 17, 2000
      meeting of the Board of Directors of Carver Federal Savings Bank (the
      "Bank"), the Bank's Board approved an amendment of the Bank's By-laws to
      permit compensation by the members of the Board of Directors in the form
      of common stock or options of the Company in lieu of cash.

            This Plan shall be submitted to the Board of Directors of the
      Company and the Bank for approval at the meeting to be held on June 25,
      2002, or any adjournment thereof, and, if approved by the directors, shall
      become effective as of July 1, 2001.

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6.    Shares or Options in Lieu of Cash Compensation.

      A. Shares in Lieu of Cash Compensation.

            Each Non-Employee Director may elect ("Share Payment Election") to
      be compensated for all of the (i) cash retainer, (ii) meeting fees and/or
      (iii) other fees to be paid for board, committee or other service to the
      Company or its subsidiaries through the issuance or transfer of Shares,
      valued at the closing price on the American Stock Exchange on the day of
      the month during which each payment of such retainer and/or fee amount
      would otherwise be earned. A Non-Employee Director may make a Share
      Payment Election by submitting a Directors Compensation Election form, in
      the form prescribed by the Committee, to the Secretary of the Company.

            Each Non-Employee Director who makes a Share Payment Election shall
      become a Participant in the Plan effective with respect to fees accruing
      on or after the first day of the calendar month beginning six months after
      the date of such Share Payment Election. Any Share Payment Election
      relating to the cash retainer or meeting fees or other fees shall be one
      hundred percent (100%) of such retainer or meeting or other fees.

            A Participant may change his or her Directors Compensation Election
      form with respect to compensation to be earned and payable thereafter in
      Shares by submitting a modified Directors Compensation Election form to
      the Secretary of the Company, effective with respect to fees or retainer
      earned on or after the first day of the calendar month beginning six
      months after the date such Directors Compensation Election form is filed
      with the Secretary of the Company.

      B. Stock Options in Lieu of Cash Compensation.

            Each Non-Employee Director may elect ("Option Payment Election") to
      be compensated for all of the (i) cash retainer, (ii) meeting fees and/or
      (iii) other fees otherwise payable to him or her for any and all service
      to be paid for board, committee or other service to the Company or its
      subsidiaries through the award of options to purchase common stock of the
      Company. The number of such options granted to a Participant shall be
      determined by an independent compensation consultant using a generally
      accepted stock option pricing model, such as Black-Scholes option pricing
      model, and shall be granted with an exercise price equal to the average of
      the closing price of a share of common stock of the Company on the
      American Stock Exchange over the period for which such payment is
      calculated. Such options shall vest six months from the date of grant,
      which shall be the Effective Date (as defined below), if the Participant
      remains a Director on such date and shall be immediately vested in the
      case of the Participant's death or disability. If a Participant leaves the
      Board prior to any vesting event (other than by reason of death or
      disability), the Participant shall forfeit the non-vested portion of the
      option. The option shall have a ten year term. Once the option has vested,
      a Participant (or the beneficiary in the event of the Participant's death)
      may exercise it at any time prior to its expiration date whether or not
      the Participant remains on the Board. A Non-Employee Director may make an
      Option Payment Election by submitting a Directors Compensation Election
      form, in the form prescribed by the Committee, to the Secretary of the
      Company.

            Each Non-Employee Director who makes an Option Payment Election
      shall become a Participant in the Plan effective with respect to fees
      accruing on or after the first day of the calendar month beginning six
      months after the date of such Option Payment Election ("Effective Date").
      Any Option Payment Election relating to retainer or meeting fees or other
      fees shall be one hundred percent (100%) of such retainer or meeting or
      other fees.

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            A Participant may change his or her Directors Compensation Election
      form with respect to compensation to be earned and payable thereafter in
      options by submitting a modified Directors Compensation Election form to
      the Secretary of the Company, effective with respect to fees or retainer
      earned on or after the first day of the calendar month beginning six
      months after the date such Directors Compensation Election form is filed
      with the Secretary of the Company.

      C. Directors Compensation Election Form

            Each Participant shall indicate on the Directors Compensation
      Election form (i) whether meeting and other fees are to be paid in cash,
      Shares or options and (ii) the Participant's beneficiary or beneficiaries.
      A Participant shall be permitted at any time to modify his or her
      beneficiary or beneficiaries, effective as of the date such modified
      Directors Compensation Election form is received by the Secretary of the
      Company. The term "beneficiary" shall mean any person or entity designated
      as such in a Directors Compensation Election form submitted to the
      Secretary of the Company, or if no designated beneficiary survives the
      Non-Employee Director or is in existence on the date of the Non-Employee
      Director's death, the beneficiary shall be the Non-Employee Director's
      estate.

7.    Restriction on Transfer of Shares.

            No Shares or options received by a Participant under Section 6 of
      the Plan may be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of for a period of six months after receipt of
      those Shares, except in the case of the Participant's death or disability
      during that six-month period.

8.    Adjustments Upon Changes In Capitalization.

            If there shall be any change in or affecting Shares on account of
      any merger, consolidation, reorganization, recapitalization,
      reclassification, stock dividend, stock split or combination, or other
      distribution to holders of Shares or options (other than a cash dividend),
      there shall be made or taken such amendments to the Plan and such
      adjustments and actions thereunder as the Board of Directors of the
      Company may deem appropriate under the circumstances.

9.    Government and Other Regulations.

            The obligations of the Company to deliver Shares under Section 6 of
      the Plan shall be subject to (i) all applicable laws, rules and
      regulations and such approvals by any governmental agencies as may be
      required, including, without limitation, compliance with the Securities
      Act of 1933, as amended, and (ii) the condition that such Shares shall
      have been duly listed on the American Stock Exchange.

10.   Amendment and Termination of the Plan.

            The Plan may be amended by the Board of Directors of the Company in
      any respect. The Plan may also be terminated at any time by the Board of
      Directors of the Company. Upon termination of the Plan, the amounts then
      due to each Non-Employee Director shall be paid in accordance with the
      Directors Compensation Election form then in effect.

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11.   Adoption of Procedures.

            The Secretary of the Company shall have the authority to adopt such
      procedures as are appropriate to administer the Plan.

12.   Miscellaneous.

      A.    Nothing contained in this Plan shall be deemed to confer upon any
            person any right to continue as a director of or to be associated in
            any other way with the Company.

      B.    To the extent that Federal laws do not otherwise control, the Plan
            and all determinations made and actions taken pursuant hereto shall
            be governed by the law of the State of Delaware.

      C.    Headings are given to sections of the Plan solely as a convenience
            to facilitate reference. The reference to any statute, regulation,
            or other provision of law shall be construed to refer to any
            amendment or successor to such provision of law.