Exhibit 10.4





Exhibit 10.4




UNITED STATES OF AMERICA

Before the

OFFICE OF THRIFT SUPERVISION




	 	 	 	 	 	 	 
	 

	)	 	 	 
	In the Matter of

	)	 	 	Order No.: NE-11-05
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	CARVER FEDERAL SAVINGS BANK

	 	 	)	 	 	Effective Date: February 7, 2011
	 

	 	 	)	 	 	 
	New York, New York

	 	 	)	 	 	 
	OTS Docket No. 05273

	 	 	)	 	 	 
	 

	)	 	 	 





STIPULATION AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST




WHEREAS, the Office of Thrift Supervision (OTS), acting by and through its Regional Director
for the Northeast Region (Regional Director), and based upon information derived from the exercise
of its regulatory and supervisory responsibilities, has informed Carver Federal Savings Bank, New
York, New York, OTS Docket No. 05273 (Association), that the OTS is of the opinion that grounds
exist to initiate an administrative proceeding against the Association pursuant to 12 U.S.C. §
1818(b);



WHEREAS, the Regional Director, pursuant to delegated authority, is authorized to issue Orders
to Cease and Desist where a savings association has consented to the issuance of an order; and




Carver
Federal Savings Bank

Stipulation and Consent to Issuance of Order to Cease and Desist

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WHEREAS, the Association desires to cooperate with the OTS to avoid the time and expense of
such administrative cease and desist proceeding by entering into this Stipulation and Consent to
the Issuance of Order to Cease and Desist (Stipulation) and, without admitting or
denying that such grounds exist, but only admitting the statements and conclusions in
Paragraphs 1 and 2 below concerning Jurisdiction, hereby stipulates and agrees to the following
terms:



Jurisdiction.




1. The Association is a “savings association” within the meaning of 12 U.S.C. § 1813(b) and 12
U.S.C. § 1462(4). Accordingly, the Association is “an insured depository institution” as that term
is defined in 12 U.S.C. § 1813(c).



2. Pursuant to 12 U.S.C. § 1813(q), the Director of the OTS is the “appropriate Federal banking
agency” with jurisdiction to maintain an administrative enforcement proceeding against a savings
association. Therefore, the Association is subject to the authority of the OTS to initiate and
maintain an administrative cease and desist proceeding against it pursuant to 12 U.S.C. § 1818(b).



OTS Findings of Fact.




3. Based on its April 26, 2010 examination of the Association (2010 ROE), the OTS finds that the
Association has engaged in unsafe or unsound banking practices including:




(a) operating the Association with an inadequate level of capital protection for the
volume, type, and quality of assets held by the Association;




(b) operating the Association with an excessive level of adversely classified assets; and




(c) operating the Association with inadequate earnings to augment capital.




Carver Federal Savings Bank

Stipulation and Consent to Issuance of Order to Cease and Desist

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4. Based on its 2010 ROE of the Association, the OTS finds that the Association has engaged
in violations of regulation, including:



(a) 12 C.F.R. § 560.160 (requiring evaluation and accurate classification of
assets); and




(b) 12 C.F.R. §§562.1(b), 562.2 and 563.180(a) (requiring accurate regulatory reports).



Consent.




5. The Association consents to the issuance by the OTS of the accompanying Order to Cease and
Desist (Order). The Association further agrees to comply with the terms of the Order upon the
Effective Date of the Order and stipulates that the Order complies with all requirements of law.



Finality.




6. The Order is issued by the OTS under 12 U.S.C. § 1818(b). Upon the Effective Date, the Order
shall be a final order, effective, and fully enforceable by the OTS under the provisions of 12
U.S.C § 1818(i).



Waivers.




7. The Association waives the following:




(a) the right to be served with a written notice of the OTS’s charges against it as
provided by 12 U.S.C. § 1818(b) and 12 C.F.R. Part 509;




(b) the right to an administrative hearing of the OTS’s charges as provided by 12 U.S.C. §
1818(b) and 12 C.F.R. Part 509;




(c) the right to seek judicial review of the Order, including, without limitation, any such
right provided by 12 U.S.C. § 1818(h), or otherwise to challenge the validity of the Order;
and





Carver Federal Savings Bank

Stipulation and Consent to Issuance of Order to Cease and Desist

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(d) any and all claims against the OTS, including its employees and agents, and any
other governmental entity for the award of fees, costs, or expenses related to this OTS
enforcement matter and/or the Order, whether arising under common law, federal statutes, or
otherwise.



OTS Authority Not Affected.




8. Nothing in this Stipulation or accompanying Order shall inhibit, estop, bar, or otherwise
prevent the OTS from taking any other action affecting the Association if at any time the OTS deems
it appropriate to do so to fulfill the responsibilities placed upon the OTS by law.



Other Governmental Actions Not Affected.




9. The Association acknowledges and agrees that its consent to the issuance of the Order is solely
for the purpose of resolving the matters addressed herein, consistent with Paragraph 8 above, and
does not otherwise release, discharge, compromise, settle, dismiss, resolve, or in any way affect
any actions, charges against, or liability of the Association that arise pursuant to this action or
otherwise, and that may be or have been brought by any governmental entity other than the OTS.



Miscellaneous.




10. The laws of the United States of America shall govern the construction and validity of this
Stipulation and of the Order.



11. If any provision of this Stipulation and/or the Order is ruled to be invalid, illegal, or
unenforceable by the decision of any Court of competent jurisdiction, the validity, legality, and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby, unless the Regional Director in his or her sole discretion determines otherwise.




Carver Federal Savings Bank

Stipulation and Consent to Issuance of Order to Cease and Desist

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12. All references to the OTS in this Stipulation and the Order shall also mean any of the
OTS’s predecessors, successors, and assigns.



13. The section and paragraph headings in this Stipulation and the Order are for convenience only
and shall not affect the interpretation of this Stipulation or the Order.



14. The terms of this Stipulation and of the Order represent the final agreement of the parties
with respect to the subject matters thereof, and constitute the sole agreement of the parties with
respect to such subject matters.



15. The Stipulation and Order shall remain in effect until terminated, modified, or suspended in
writing by the OTS, acting through its Regional Director or other authorized representative.



Signature of Directors/Board Resolution.



16. Each Director signing this Stipulation attests that he or she voted in favor of a Board
Resolution authorizing the consent of the Association to the issuance of the Order and the
execution of the Stipulation. This Stipulation may be executed in counterparts by the directors
after approval of execution of the Stipulation at a duly called board meeting. A copy of the Board
Resolution authorizing execution of this Stipulation shall be delivered to the OTS, along with the
executed original(s) of this Stipulation.



[Remainder of Page Intentionally Left Blank]




Carver Federal Savings Bank

Stipulation and Consent to Issuance of Order to Cease and Desist

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WHEREFORE, the Association, by its directors, executes this Stipulation.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Accepted by:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CARVER FEDERAL SAVINGS BANK 

New York, New York	 	 	 	OFFICE OF THRIFT SUPERVISION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
 

Deborah C. Wright
	 	 	 	By:
	 	/s/
 

Michael E. Finn
	 	 
	 

	 	Chairman
	 	 	 	 	 	Regional Director, Northeast Region	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:
	 	See Effective Date on page 1	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/
 

Samuel J. Daniel, Director
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/
 

Robert Holland, Jr., Director
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/
 

Pazel G. Jackson, Jr., Director
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/
 

Colbert Narcisse, Director
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/
 

Janet Rolle, Director
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/
 

Robert R. Tarter, Director
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	/s/
 

Susan Tohbe, Director
	 	 	 	 	 	 	 	 






Carver Federal Savings Bank

Stipulation and Consent to Issuance of Order to Cease and Desist

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