Exhibit 10.2





Exhibit 10.2




UNITED STATES OF AMERICA

Before the

OFFICE OF THRIFT SUPERVISION




	 	 	 	 	 	 	 	 	 
	 


	)	 	 	 	 	 
	In the Matter of

	 	 	)	 	 	Order No.: NE-11-06
	 	 
	 

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	CARVER BANCORP, INC.

	 	 	)	 	 	Effective Date: February 7, 2011	 	 
	 

	 	 	)	 	 	 	 	 
	New York, New York

	 	 	)	 	 	 	 	 
	OTS Docket No. H2732

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 	 	 
	 


	 	 	 	 	 	 






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 Bancorp, Inc., New York,
New York, OTS Docket No. H2732 (Holding Company), that the OTS is of the opinion that grounds exist
to initiate an administrative proceeding against the Holding Company 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 and loan holding company has consented to the issuance of an
order; and




Carver Bancorp, Inc.

Stipulation and Consent to Issuance of Order to Cease and Desist

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WHEREAS, the Holding Company 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
through 3 below concerning Jurisdiction, hereby stipulates and agrees to the following terms:



Jurisdiction.



1. The Holding Company is a “savings and loan holding company” within the meaning of
12 U.S.C. § 1813(w)(3) and 12 U.S.C. § 1467a. Accordingly, the Holding Company is a
“depository institution holding company” as that term is
defined in 12 U.S.C. § 1813(w)(1).



2. Pursuant to 12 U.S.C. § 1818(b)(9), the “appropriate Federal banking agency” may
initiate cease and desist proceedings against a savings and loan holding company in the same
manner and to the same extent as a savings association for regulatory violations and unsafe or
unsound acts or practices.



3. 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 and loan holding company. Therefore, the Holding Company 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.




4. Based
on its April 26, 2010 examination of the Holding Company, the OTS finds that the
Holding Company has engaged in unsafe or unsound practices that resulted in inadequate
capitalization, deficit earnings results, deteriorating asset quality and ineffective risk
management practices at the Holding Company and its wholly owned subsidiary, Carver Federal
Savings Bank, New York, New York, OTS Docket No. 05273 (Association).




Carver Bancorp, Inc.

Stipulation and Consent to Issuance of Order to Cease and Desist

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Consent.



5. The Holding Company consents to the issuance by the OTS of the accompanying Order
to Cease and Desist (Order). The Holding Company 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. §18180(i).




Waivers.



7. The Holding Company 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




(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.



Carver Bancorp, Inc.

Stipulation and Consent to Issuance of Order to Cease and Desist

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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 Holding Company 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 Holding Company 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 Holding Company 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.



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




Carver Bancorp, Inc.

Stipulation and Consent to Issuance of Order to Cease and Desist

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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 Holding Company 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 the execution of the Stipulation at a duly called board meeting. A copy of the
Board Resolution authorizing the 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 Bancorp, Inc.

Stipulation and Consent to Issuance of Order to Cease and Desist

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WHEREFORE, the Holding Company, by its directors, executes this Stipulation.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Accepted by:	 	 
	 
	 	 	 	 	 	 	 	 
	CARVER BANCORP, INC.	 	OFFICE OF THRIFT SUPERVISION	 	 
	New York, New York	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/
	 	By:
	 	/s/	 	 
	 

	 	 

	 	 	 	 

	 	 
	 

	 	Deborah C. Wright
	 	 	 	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 Bancorp, Inc.

Stipulation and Consent to Issuance of Order to Cease and Desist

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