CARVER BANCORP INC
DFAN14A, 2000-02-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                            SCHEDULE 14A INFORMATION
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                              Carver Bancorp, Inc.
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                             Boston Bank of Commerce
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<PAGE>

                           VOTE FOR A POSITIVE CHANGE
                     VOTE FOR KEVIN COHEE AND TERI WILLIAMS



Why Carver Needs A Positive Change

- -    Poor Financial Performance - Carver is a 4 rated financial institution
     (highest rating = 1, lowest rating = 5), and has lost on average $1.7
     million/year over the past three years.

- -    Poor Stock Performance - A $100 investment in Carver in 1994 is worth only
     $115 today, compared to a $100 investment in other savings & loans in 1994
     is worth $275 today.

- -    Poor Community Development Track Record - Carver has a history of not
     lending to community residents. Over $100 million of its loans since 1997
     were purchased from Chase Manhattan Bank instead of being generated for
     community residents.

- -    Lack of Respect for Common Shareholders - Under Ms. Wright's leadership,
     this Carver Board has:

     A)   Delayed this shareholder meeting until we sued them to compel the
          meeting

     B)   Issued 5(cent) dividend the week before the election to buy votes

     C)   Issued preferred stock - 200,000 voting shares - to friends of
          management on the record date to win this election

     D)   Offered the community common stock through a direct stock purchase
          program, which pays a 5(cent) dividend, yet offered Morgan Stanley and
          Provender preferred stock with a guaranteed 94(cent) dividend

     E)   Threatened and pressured shareholders to support management

   Common Shareholders                         Preferred Shareholders
   -------------------                         ----------------------

   o 2.3 million shares                    o 208,000 shares
   o Hundreds of common shareholders       o Only 2 Preferred shareholders
   o Total Dividends Combined - $115,000   o Total Dividends Combined - $197,000
                   5(cent)                             94(cent)


                        SOME KIND OF STRATEGIC PARTNERS!

                                                                          (over)


<PAGE>




                           VOTE FOR A POSITIVE CHANGE
                     VOTE FOR KEVIN COHEE AND TERI WILLIAMS



What Kevin Cohee and Teri Williams Can Add to Carver's Board

- -    Shareholder Voice - We own 7.4% of the common stock of Carver. We are also
     the largest black shareholders of Carver. We will ensure that Carver
     shareholders have a voice and that the Board's primary goal is to increase
     shareholder value.

- -    Experience Turning Around Two Black Banks - We have successfully turned
     around two black-owned banks - one that was under a Cease and Desist Order
     and is now highly rated and another which was closed by the FDIC and
     successfully re-opened by Boston Bank of Commerce

- -    Successful Financial Track Record - We have an outstanding track record.
     Despite Carver's assertion - we have experienced no bond losses and our
     credit card program has not failed. Since we took over the bank in 1995,
     our profits increased dramatically:

        1996                  1997              1998              1999
        ----                  ----              ----              ----
       ($3,600,000)           $561,000         $705,000           $1,804,000

     Our UNITY Visa card program, the first credit card program targeted to
     black people which contributes 1% of spending to black charities, has
     donated over $100,000 to black charities including the UNCF/College Fund,
     the Children's Defense Fund, the Urban League and many others.

- -    Commitment to Community Development - We have financed over $150 million in
     community development projects through direct lending to black communities
     (unlike Carver's portfolio purchases). We have received outstanding
     Community Re-investment Act ratings every year through 1999. We are 100%
     committed to developing African- and Caribbean-American communities in
     every market we serve.

- -    New Voice and Energy - Carver's current board has been slow to respond to
     changes in the financial services industry. Carver's poor performance has
     been under the current Board's leadership. A positive change is needed to
     ensure that Carver does not follow the path of Freedom National Bank.

                      VOTE FOR A POSITIVE CHANGE IN CARVER
                     VOTE FOR KEVIN COHEE AND TERI WILLIAMS





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