UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
MPF BANCORP, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)

M&F BANCORP, INC.

_____________________________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 2002
_____________________________________________________

TO OUR STOCKHOLDERS:

You are invited to attend the 2002 annual meeting of stockholders of M&F
Bancorp, Inc. to be held at the M&F Corporate Center Auditorium, 2634 Chapel
Hill Boulevard, Durham, North Carolina on Tuesday, April 30, 2002 at 10:00 a.m.
Eastern Time. At the annual meeting, you will be asked to:

1. Elect seven people to serve on the Board of Directors of M&F Bancorp,
Inc. until the annual meeting of stockholders in 2003 or until their
successors are elected and qualified.

2. Approve an amendment to the Bylaws of M&F Bancorp, Inc. which provides
that if and when the number of directors on the M&F Bancorp, Inc.
Board of Directors is nine or more, the terms of directors will,
without any requirement for stockholder approval, be staggered so that
the terms of approximately one-third of the directors will expire each
year.

3. Ratify the selection of Deloitte & Touche, L.L.P. as the independent
auditor for M&F Bancorp, Inc. for the fiscal year ending December 31,
2002.

4. Consider any other business that may properly be brought before the
annual meeting or any adjournment of the annual meeting. M&F Bancorp,
Inc.'s Board of Directors does not know of any other business to be
considered at the annual meeting.

Stockholders of record at the close of business on March 18, 2002 are entitled
to vote at the annual meeting or any adjournment of the annual meeting. If a
quorum is not present at the time of the annual meeting, the meeting may be
adjourned so that M&F Bancorp, Inc. can solicit more proxies.

BY ORDER OF THE BOARD OF DIRECTORS

Fohliette W. Becote
Corporate Secretary/Treasurer

Durham, North Carolina
March 28, 2002

We urge you to complete, sign and return the enclosed proxy as soon as possible,
whether or not you plan to attend the annual meeting in person. If you do attend
the annual meeting, you then may withdraw your proxy and vote in person. You may
withdraw your proxy at any time prior to voting.

M&F BANCORP, INC.
2634 Chapel Hill Blvd.
Durham, North Carolina 27707
(919) 683-1521

________________________________________________________________________________

PROXY STATEMENT
________________________________________________________________________________

M&F Bancorp, Inc. is sending this proxy statement to you for the solicitation of
proxies by the Board of Directors of M&F Bancorp, Inc. to be voted at the annual
stockholders' meeting. This proxy statement and the enclosed proxy are being
mailed to stockholders on or about March 28, 2002.

INFORMATION ABOUT THE ANNUAL MEETING

When and Where is the Annual Meeting?

The annual meeting will be held at 10:00 a.m. Eastern Time on Tuesday, April 30,
2002 at the M&F Corporate Center Auditorium, 2634 Chapel Hill Boulevard, Durham,
North Carolina.

What Matters Will be Voted on at the Annual Meeting?

At the annual meeting, you will be asked to:

. Elect seven people to serve on the Board of Directors of M&F Bancorp, Inc.
until the annual meeting of stockholders in 2003 or until their successors
are elected and qualified.

. Approve an amendment to the Bylaws of M&F Bancorp, Inc. which provides that
if and when the number of directors on the M&F Bancorp, Inc. Board of
Directors is nine or more, the terms of directors will, without any
requirement for stockholder approval, be staggered so that the terms of
approximately one-third of the directors will expire each year.

. Ratify the selection of Deloitte & Touche, L.L.P. as the independent
auditor for M&F Bancorp, Inc. for the fiscal year ending December 31, 2002.

. Consider any other business that may properly come before the annual
meeting or any adjournment of the annual meeting.

Who is Entitled to Vote?

Only stockholders of record at the close of business on the record date, March
18, 2002, are entitled to receive notice of the annual meeting and to vote at
the annual meeting. On March 18, 2002, there were 853,725 shares of M&F Bancorp,
Inc. common stock outstanding and there were approximately 1,220 stockholders of
record. Each share of M&F Bancorp, Inc. common stock is entitled to one vote on
each matter considered at the meeting.

What Constitutes a Quorum?

The presence at the annual meeting, in person or by proxy, of a majority of the
outstanding shares eligible to vote at the annual meeting is required for a
quorum to exist at the annual meeting.

What Vote is Required to Approve Each Proposal?

Election of Directors. The seven nominees for election as directors who receive
the greatest number of votes will be elected directors. Votes may be cast in
favor of some or all of the nominees or withheld as to some or all of the
nominees. Stockholders can cumulate their votes in the election of directors.

Amendment to Bylaws. Approval of a majority of all shares of M&F Bancorp, Inc.
common stock voted on the proposal is required in order for the Bylaws of M&F
Bancorp, Inc. to be amended to provide that if and when the number of directors
is nine or more, the terms of directors will, without any requirement for
stockholder approval, be staggered so that the terms of approximately one-third
of the directors will expire each year.

Ratification of Accountants. The Board of Directors has selected Deloitte &
Touche, L.L.P. to act as the independent auditor for M&F Bancorp, Inc. for the
fiscal year ending December 31, 2002. Ratification of this action will require
the favorable vote of at least a majority of all shares of M&F Bancorp, Inc.
common stock which are voted on the measure.

Other Matters. Any other matters presented for consideration at the annual
meeting or any adjournment of the annual meeting will require the vote of at
least a majority of all shares of M&F Bancorp, Inc. common stock present and
voting on the matter. Management currently knows of no other matters to be
presented at the annual meeting.

Abstention and Broker Non-Votes. Abstentions and broker "non-votes" are not
counted as votes cast and, therefore, will have no effect on the vote for any
proposal. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee has
not received instructions from the beneficial owner and, therefore, does not
have discretionary voting power for that particular item.

How Do I Vote?

If you complete and sign the enclosed proxy and return it to M&F Bancorp, Inc.,
it will be voted as you direct. If you return your proxy but do not give
directions for one or more of the proposals, any directions you give will be
followed and the proxy will be voted FOR each of the proposals on which no
---
directions are given. If any other matters are properly presented at the annual
meeting for consideration, the people named in the proxy will have discretion to
vote on those matters according to their best judgment. "Street name"
stockholders who wish to vote in person at the annual meeting will need to
obtain a proxy form from the institution that holds their shares.

Can I Change My Vote After I Return My Proxy Card?

Yes. Even after you have submitted your proxy, your proxy can be withdrawn at
any time before it is voted by:

. delivering written notice to Fohliette W. Becote, Corporate Secretary,
M&F Bancorp, Inc., 2634 Chapel Hill Boulevard, Durham, North Carolina
27707, before the vote at the annual meeting, or
--
. completing and returning a later dated proxy, or
--
. attending the annual meeting and voting in person.

Who Pays the Cost of Soliciting Proxies?

M&F Bancorp, Inc. will bear the cost of soliciting proxies for the annual
meeting. In addition to soliciting proxies by mail, M&F Bancorp, Inc.'s and
Mechanics & Farmers Bank's directors, officers and employees may solicit proxies
personally or by telephone or fax. No director, officer or employee of M&F
Bancorp, Inc. or Mechanics & Farmers Bank who solicits proxies will receive any
compensation for their solicitation efforts other than their regular
compensation for the positions they hold. M&F Bancorp, Inc. does not intend to
pay any compensation to any other people for the solicitation of proxies.
However, it will reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses related to mailing proxy materials to
beneficial owners.

STOCK OWNERSHIP

Who are the Owners of the Greatest Percentage of M&F Bancorp, Inc. Common Stock?

The following table shows all persons or "groups," as defined in the Securities
Exchange Act of 1934, as amended, who are known to M&F Bancorp, Inc. to own
beneficially more than 5% of the M&F Bancorp, Inc. common stock:

Name and Address of Amount and Nature Percent of Outstanding
Beneficial Owner of Beneficial Ownership/1/ Common Stock on March 18, 2002/2/
---------------- -------------------------- ---------------------------------

Mrs. Vivian M. Sansom 90,399 9.97%
1521 Cross Link Road
Raleigh, NC 27610

Mrs. Selena W. Wheeler 87,417 9.64%
302 Formosa Avenue
Durham, NC 27707

North Carolina Mutual 78,000 8.60%
411 W. Chapel Hill Street
Durham, NC 27701

___________________________________________________

How Much Stock Do M&F Bancorp, Inc.'s and Mechanics & Farmers Bank's Directors
and Executive Officers Own?

The following table shows the beneficial ownership of M&F Bancorp, Inc. common
stock as of March 18, 2002 by:

. Each director and director nominee;
. Those people who were executive officers in 2001 and received salaries
and bonuses in excess of $100,000 during 2001; and
. All directors, director nominees and named executive officers as a
group.

For purposes of this table, and according to Rule 13d-3 under the Securities
Exchange Act of 1934, a person is the beneficial owner of any shares if he or
she has voting and/or investment power over those shares. The table includes
shares owned by spouses, other immediate family members and in trust, shares
held in retirement

accounts or funds for the benefit of the named individuals, and other forms of
ownership where the people named in the table possess voting and/or investment
power over the shares.

Amount and Nature of Percent of Outstanding
Name and Address of Beneficial Owner Beneficial Ownership/1/ Common Stock/2/
- ------------------------------------ ----------------------- ---------------

Willie T. Closs, Jr., 200 *
Director Nominee of M&F Bancorp, Inc.
411 West Chapel Hill Street
Durham, NC 27701

Genevia Gee Fulbright, 527 *
Director of M&F Bancorp, Inc.
and Mechanics & Farmers Bank
P.O. Box 13156
Research Triangle Park, NC 27709-3156

Lee Johnson, Jr., President and 17,544/3/ 1.93%
Director of M&F Bancorp, Inc.
and Mechanics & Farmers Bank
2634 Chapel Hill Boulevard
Durham, NC 27707

Benjamin S. Ruffin, 4,645 *
Director of M&F Bancorp, Inc.
and Mechanics & Farmers Bank
8 West 3/rd/ Street
Winston-Salem, NC 27101

Cedrick L. Russell 352 *
Director of Mechanics & Farmers Bank
822 Carl Russell Avenue
Winston-Salem, NC 27101

Joseph M. Sansom, 924 *
Director of M&F Bancorp, Inc.
and Mechanics & Farmers Bank
Albemarle Building, Room 100
325 North Salisbury Street
Raleigh, NC 27603-1385

J.C. Scarborough III 6,900 *
Director of Mechanics & Farmers Bank
P.O. Box 1075
Durham, NC 27702

E. Elaine Small, Vice President 14,590/4/ 1.61%
of M&F Bancorp, Inc.
2634 Chapel Hill Boulevard
Durham, NC 27707

Maceo K. Sloan, 7,868 *

Director of M&F Bancorp, Inc.
and Mechanics & Farmers Bank
103 West Main Street, 4th Floor
Durham, NC 27703-3638

Amount and Nature of Percent of Outstanding
Name and Address of Beneficial Owner Beneficial Ownership/1/ Common Stock/2/
- ------------------------------------ ----------------------- ---------------

Aaron L. Spaulding, 15,261/5/ 1.68%
Director of M&F Bancorp, Inc.
and Mechanics & Farmers Bank
5400 Glenwood Avenue, Suite 200
Raleigh, NC 27612-3747

Walter S. Tucker 2,271 *
Director of Mechanics & Farmers Bank
3001 Maple Grove Drive
Charlotte, NC 28216-3627

Directors, Director Nominees, and Named 70,882/6/ 7.81%
Executive Officers as a group (11 people)

* Represents less than 1% of M&F Bancorp Inc.'s outstanding common stock.

________________________________________________________

/1/ Unless otherwise noted, all shares are owned directly of record by the named
individuals, their spouses and minor children, or by other entities controlled
by the named individuals.
/2/ Based upon a total of 853,725 shares of M&F Bancorp, Inc. common stock
outstanding as of March 18, 2002 and 53,280 stock options that have vested or
are exercisable within 60 days under the Mechanics & Farmers Bank Incentive
Stock Option Plan of 1999.
/3/ Includes 16,200 shares of common stock in which Mr. Johnson has the right to
acquire beneficial interest within 60 days by the exercise of options granted
under the Mechanics & Farmers Bank Incentive Stock Option Plan of 1999.
/4/ Includes 14,040 shares of common stock in which Ms. Small has the right to
acquire beneficial interest within 60 days by the exercise of options granted
under the Mechanics & Farmers Bank Incentive Stock Option Plan of 1999.
/5/ Includes 10,161 shares of common stock held in trust and for which Mr.
Spaulding serves as trustee and, as such, has certain voting and investment
powers over these shares.
/6/ Includes 30,240 shares of common stock in which individuals within the group
have a right to acquire beneficial interest within 60 days by exercise of stock
options granted under the Mechanics & Farmers Bank Incentive Stock Option Plan
of 1999.

EXECUTIVE OFFICERS

The following table provides information about the executive officers of M&F
Bancorp, Inc. and Mechanics & Farmers Bank.

Has Served M&F Bancorp,
Inc. or Mechanics and
Name Age Positions Held During Past Five Years Farmers Bank Since
- ---- --- ------------------------------------- ------------------

Lee Johnson, Jr. 58 President of M&F Bancorp, Inc., President/Chief 1968
Operating Officer of Mechanics & Farmers
Bank, October 2000 to the present; Vice
President of M&F Bancorp, Inc., Executive
Vice President/Chief Financial Officer/Financial

Group Executive of Mechanics & Farmers
Bank, April 1996 to October 2000

Fohliette W. Becote 43 Secretary and Treasurer of M&F Bancorp, Inc., 1983
September 1999 to the present, Senior Vice
President/Chief Financial Officer, and Corporate
Secretary of Mechanics & Farmers Bank,
October 2000 to the present; Senior Vice President/
Comptroller and Corporate Secretary of Mechanics
and Farmers Bank, January 1997 to October 2000

W. Donald Harrington 39 Senior Vice President/Credit Group Executive of 1994
Mechanics & Farmers Bank, May 1997to the present;
Vice President/Credit Administration, 1994 to April 1997

Harold G. Sellars 49 Senior Vice President/Banking Group Executive of 1998
Mechanics & Farmers Bank, January 1998 to the
present; Senior Vice President/Director of CRA
Compliance at United Carolina Bank, January 1989
to January 1998

E. Elaine Small 52 Vice President of M&F Bancorp, Inc. October 2000 to 1972
present, Executive Vice President/Operations
Group Executive of Mechanics & Farmers Bank,
October 2000 to present; Senior Vice President/
Operations Group Executive of Mechanics & Farmers
Bank, April 1994 to October 2000

THE BOARD OF DIRECTORS AND ITS COMMITTEES

How Often Did the Board of Directors of M&F Bancorp, Inc. Meet During 2001?

During the year ended December 31, 2001, the Board of Directors of M&F Bancorp,
Inc. held six meetings. No director of M&F Bancorp, Inc. attended less than 75%
of the total meetings of the Board and any committees on which each director
served during this period.

How Often Did the Board of Directors of Mechanics & Farmers Bank Meet During
2001?

During the year ended December 31, 2001, the Board of Directors of Mechanics &
Farmers Bank held six meetings. Except as noted below, no director of Mechanics
& Farmers Bank attended less than 75% of the total meetings of the Board and any
committees on which each director served during this period. Mr. Scarborough
attended less than 75% of the meetings of the Board of Mechanics & Farmers Bank
during 2001. Mr. Sloan attended less than 75% of the total meetings of a
committee on which he served during 2001.

What Committees Have Been Established?

The Board of Directors of M&F Bancorp, Inc. has two standing committees, an
Audit Committee and a Strategic Issues Committee.

Audit Committee. The Audit Committee, among other responsibilities:

. Reviews and approves the services of M&F Bancorp, Inc.'s and
Mechanics & Farmers Bank's independent auditors;
. Reviews the plan, scope and audit results of the internal auditors
and the independent auditors;
. Reviews the reports of bank regulatory authorities; and
. Reviews the annual and other reports to the Securities and Exchange
Commission and the annual report to M&F Bancorp Inc.'s stockholders.

The Audit Committee consists of directors G.G. Fulbright (chairman of the
committee), B.S. Ruffin, J.M. Sansom and M.K. Sloan. There were six meetings of
the Audit Committee during the year ended December 31, 2001.

The Board of Directors of Mechanics & Farmers Bank has several standing
committees, including the Executive Committee and Compensation and Management
Development Committee.

Executive Committee. The Executive Committee of Mechanics & Farmers Bank may
act, between meetings of the Board of Directors of Mechanics & Farmers Bank,
with all the authority of the full Board of Directors. The members of the
Executive Committee are B.S. Ruffin (chairman of the committee), Lee Johnson,
Jr., J.M. Sansom, M.K. Sloan, and A.L. Spaulding. The committee met six times
during 2001.

Compensation and Management Development Committee. The Compensation and
Management Development Committee reviews and recommends compensation
arrangements for senior management of M&F Bancorp, Inc. and Mechanics & Farmers
Bank. The members of the Compensation and Management Development Committee are
directors B.S. Ruffin (chairman of the committee), G. G. Fulbright, J.M. Sansom,
W.J. Kennedy III (Director Emeritus) and Lem Long, Jr. (Director Emeritus). The
Compensation Committee met twice during the year ended December 31, 2001.

How are Directors Compensated?

During 2001, members of the M&F Bancorp, Inc. Board of Directors received an
annual retainer fee of $1,500, $425 for each Board meeting attended and $325 for
each committee meeting attended, except that non-officer committee chairmen
received $425 for each committee meeting attended.

During the year ended December 31, 2001, Mechanics & Farmers Bank's non-officer
directors received an annual retainer of $1,500 and a monthly fee of $425 for
each Board meeting attended. Non-officer directors also received $325 for each
committee meeting attended, and the chairman of each committee received $425 per
meeting attended. Directors who are officers or employees of M&F Bancorp, Inc.
or its subsidiaries received no additional compensation for service as directors
or members of Board committees of Mechanics & Farmers Bank.

How Can a Stockholder Nominate Someone for the Board?

According to M&F Bancorp, Inc.'s Bylaws, any stockholder nomination of
candidates for election to the Board of Directors at the 2003 annual meeting
must be made in writing to M&F Bancorp, Inc.'s Corporate Secretary not fewer
than 30 days nor more than 50 days prior to the date of the meeting at which
such nominations will be made; provided, however, if less than 21days notice of
the meeting is given to stockholders, such nominations must be delivered to the
Secretary of M&F Bancorp, Inc. not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed.

Stockholder nominations must contain the following information if known to the
nominating stockholder:

. The name and address of each proposed nominee;
. The principal occupation of each proposed nominee;
. The total number of shares of M&F Bancorp, Inc. common stock that
will be voted for each proposed nominee;

. The name and address of the nominating stockholder; and
. The number of shares of M&F Bancorp, Inc. common stock owned by the
nominating stockholder.

The Board of Directors of M&F Bancorp, Inc. may disregard any nominations that
do not comply with these requirements. Upon the instruction of the Board of
Directors of M&F Bancorp, Inc., the vote inspector for the annual meeting may
disregard all votes cast for a nominee if the nomination does not comply with
these requirements.

REPORT OF AUDIT COMMITTEE

The members of the Audit Committee are believed to be independent as that term
is defined in Rule 4200(a)(15) of the NASD's listing standards. The Board of
Directors of M&F Bancorp, Inc. has adopted a written charter for the Audit
Committee which is reviewed annually, and amended as needed, by the Committee.

The Audit Committee has reviewed and discussed the audited financial statements
with management of M&F Bancorp, Inc. and has discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61. In addition, the Committee has received the written disclosures and the
letter from the independent auditor required by Independence Standards Board
Standard No. 1, and has discussed with the independent auditor the independent
auditor's independence. Based upon these reviews and discussions, the Committee
recommended to the Board of Directors of M&F Bancorp, Inc. that the audited
financial statements be included in the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001.

G.G. Fulbright
B.S. Ruffin
J.M. Sansom
M. K. Sloan

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows, for the fiscal years ended December 2001, 2000 and
1999, the cash compensation received by Mechanics & Farmers Bank's chief
executive officer and the Bank's executive officers whose total annual salary
and bonus during 2001 exceeded $100,000, as well as certain other compensation
paid or accrued for those years. M&F Bancorp, Inc. does not pay its executive
officers any cash compensation. However, the executive officers of M&F Bancorp,
Inc. are also executive officers of Mechanics & Farmers Bank and receive
compensation from the Bank.

Annual Compensation Long Term Compensation All Other Compensation/1,2/
--------------------------------------- ---------------------- ---------------------------

Securities Underlying
Options/Stock
Name and Other Annual Appreciation Rights
Principal Position Year Salary Bonus Compensation ("SARS") (in shares)
------------------ ---- ------ ----- ------------ --------------------

Lee Johnson, Jr. 2001 $146,134 0 0 0/0 $ 109,983
President of M&F Bancorp, Inc. and 2000 107,370 $ 7,898 0 18,000/0/3/ 50,175
President/Chief Executive Officer 1999 95,000 5,771 0 0/0/4/ 21,477
of Bank

E. Elaine Small 2001 $105,884 0 0 0/0 $ 6,773
Vice President of M&F Bancorp, Inc. 2000 $ 5,771 0 15,600/0/3/ 6,200
and Executive Vice President/ 1999 90,107 5,224 0 0/0/4/ 4,529
Operations Group Executive of
Mechanics & Farmers Bank 86,000

- --------------------
/1/ For Mr. Johnson for 2001: represents an employer contribution of $8,763 to
the Retirement Plus Plan and Deferred Salary Agreement, $1,032 in life insurance
premiums for coverage in excess of $50,000 and $100,188 in expenses incurred
under the Mechanics & Farmers Bank supplemental Executive Retirement Plan; for
2000: represents an employer contribution of $6,850 to the Retirement Plan and
Deferred Salary Agreement, $1,032 in life insurance premiums for coverage in
excess of $50,000, and $42,293 in expenses incurred under the Mechanics &
Farmers Bank Supplemental Executive Retirement Plan; and for 1999: represents an
employer contribution of $6,582 to the Retirement Plus Plan and Deferred Salary
Agreement, $728 in life insurance premiums for coverage in excess of $50,000,
and $14,167 in expenses incurred under the Mechanics & Farmers Bank Supplemental
Executive Retirement Plan.

/2/ For Ms. Small for 2001: represents an employer contribution of $6,353 to the
Retirement Plus Plan and Deferred Salary Agreement and $420 in life insurance
premiums for coverage in excess of $50,000; for 2000: represents an employer
contribution of $5,814 to the Retirement Plus Plan and Deferred Salary Agreement
and $387 in life insurance premiums for coverage in excess of $50,000; and for
1999: represents an employer contribution of $4,192 to the Retirement Plus Plan
and Deferred Salary Agreement and $337 in life insurance premiums for coverage
in excess of $50,000.

/3/ Includes 18,000 and 15,600 shares subject to option (adjusted to reflect the
January 21, 2000 3-for-2 stock split) granted on December 28, 1999 to Mr.
Johnson and Ms. Small, respectively. These options, granted pursuant to the
Incentive Stock Option Plan of 1999, entitle the optionees to purchase at any
time after vesting and before December 28, 2009, shares of common stock in
exchange for an exercise price of $ 15.67 per share, which was the fair market
per share value of the common stock on the date of grant (adjusted to reflect
the January 21, 2000 3-for-2 stock split). Of the options granted to Mr. Johnson
and Ms. Small, 50% of the options vested on December 28, 1999, 20% vested on
December 28, 2000, 20% vested on December 28, 2001 and the remaining 10% will
vest on December 28, 2002. All options become 100% vested upon death,
disability, retirement at age 65 or upon a change in control of M&F Bancorp,
Inc.

/4/ The options granted in 1999 were repriced as a result of the January 21,
2000 3-for-2 stock split and, therefore, are disclosed as stock option grants
made in 2000 as described in footnote 3.

Stock Option Plan

The Incentive Stock Option Plan of 1999 (the "Plan") which provides for the
grant of stock options for the purchase of up to 85,000 shares (adjusted for the
January 21, 2000 3-for-2 stock split) of M&F Bancorp, Inc.'s common stock as
incentive awards to officers of M&F Bancorp, Inc. and its subsidiaries (the "Key
Employees," including the executive officers, but excluding any director who is
not also a full-time employee of M&F Bancorp, Inc. or a subsidiary). The purpose
of the Plan generally is to assist the Bank in attracting and retaining key
employees and align their interests with those of stockholders, and to encourage
and motivate Key Employees to perform at levels that will contribute to both M&F
Bancorp, Inc.'s financial performance and to the growth of the market value of
M&F Bancorp, Inc.'s common stock, thereby enhancing stockholder value. The Plan
expires on December 28, 2009, and no options may be granted thereafter.

Plan Administration. The Plan is administered by the Board of Directors. If a
director is eligible as an employee for the grant of an option, that director
must recuse himself or herself and not participate in the discussion, nor vote
on the award of any option to him or her. The Board of Directors is authorized:

. to make all determinations regarding the persons to whom and
numbers of shares and amounts for which stock options will be
granted under the Plan,
. to specify the terms of all awards or grants under the Plan,
. to interpret and make all other determinations under the Plan,
. to prescribe, amend and rescind rules and regulations with respect
to the operation of the Plan, and
. to take other actions relating to and reasonable or advisable in
administering the Plan.

Stock Options. An option is a right that may be granted by the Board of
Directors to a Key Employee under the Plan to purchase a specified number of
shares of common stock during a specified period of time and at an agreed upon
purchase price (the "Exercise Price"). Stock Options granted under the Plan are
incentive stock options ("ISOs") pursuant to Section 422 of the Internal Revenue
Code of 1986 (the "Code"). The Exercise Price of common stock covered by each
option granted will be set by the Board of Directors at the time the option is
granted, but may not be less than 100% of the fair market value (as determined
by the Board of Directors in such manner as it, in its sole discretion, deems to
be reasonable and appropriate) of a share of common stock at the time the option
is granted (or 110% of the fair market value in the case of an ISO granted to an
optionee who owns more than 10% of the outstanding voting common stock).

Each option will vest and become exercisable as specified by the Board of
Directors and, to the extent not previously exercised, will expire and may not
be exercised after the earlier of:

(i) the expiration date set by the Board of Directors at the time of
grant (which may be no more than ten years after the date of
grant, or five years in the case of an ISO granted to a Key
Employee who owns more than 10% of the outstanding voting common
stock);

(ii) 90 days after the date of termination of the Key Employee's
employment other than by reason of his or her death, disability,
or termination for cause (as defined in the Plan);

(iii) twelve months following the termination of the Key Employee's
employment as a result of his or her death or disability; or

(iv) immediate termination if the Key Employee's employment is
terminated for cause or if the Key Employee competes with the
Bank (as compete is defined in the Plan).

With respect to ISOs, the aggregate fair market value (determined as of the date
of grant) of common stock for which all such options granted to any Key Employee
may become exercisable for the first time in any calendar year

may not exceed $100,000; and, in connection with any option granted, the Board
may impose such other restrictions or conditions as it may deem appropriate.

At the time an option is exercised, the Optionee must make full payment of the
aggregate exercise price for shares being purchased. Payment shall be made in
cash. Optionees will have no rights as stockholders with respect to any shares
covered by options granted to them until those options have been exercised and
the exercise price for the shares has been paid.

ISOs granted under the Plan are intended to qualify for favorable income tax
treatment. Under the Internal Revenue Code, an optionee is not taxed in the year
in which an ISO is exercised, unless the alternative maximum tax rules apply. If
an optionee holds common stock purchased upon the exercise of an ISO for a
period of at least two years following date of grant and at least one year from
the date the ISO is exercised (or dies while owning stock), then, upon
disposition of the common stock (or upon death while owning the stock), he or
she (or his or her estate, as applicable) will realize capital gain equal to the
excess of the sale price of the common stock over the exercise price. M&F
Bancorp, Inc. will not be permitted to take a tax deduction at any time in
connection with ISOs, unless stock purchased upon exercise is disposed of prior
to expiration of the two holding periods. If the optionee exercises the ISO
prior to the expiration of the two holding periods, the optionee will realize
ordinary income equal to the lesser of:

(i) the difference between the fair market value of the shares on the
date of exercise and the exercise price, or

(ii) the difference between the exercise price and sales price,

and M&F Bancorp, Inc. is allowed to take a deduction for the same amount.

Adjustments of Rights in Certain Events. In the event of increases, decreases or
changes in the outstanding common stock resulting from a merger, consolidation,
stock dividend, split-up, combination, exchange of shares, recapitalization, or
change in capitalization, the total number of shares authorized under the Plan
and subject to options outstanding and the purchase price per share will be
proportionately and appropriately adjusted.

Change in Control Transactions. Immediately prior to a change in control, each
outstanding option will become immediately vested and may be exercised in full
under the terms of the Plan. A "change in control" includes:

. the acquisition of more than 50% of the stock of M&F Bancorp,Inc.,
. the sale of all or substantially all of the assets of M&F Bancorp,
Inc., and
. the merger or consolidation of M&F Bancorp, Inc. with another
entity at least 50% of the stock of which is owned by the
stockholders of M&F Bancorp, Inc.

Amendments. The Board of Directors may, from time to time, amend, suspend, or
terminate the Plan. However, no such action will adversely affect any optionee's
rights under any then outstanding option, and the Board shall not:

(i) increase the maximum number of shares of common stock authorized
for the Plan,
(ii) change the class of employees to other than Key Employees,
(iii)reduce the basis upon which the minimum option price
is determined,
(iv) extend the period within which the options under the Plan may be
granted, or
(b) provide for an option that is exercisable during a period of more
than ten years from the date it is granted.

Tax Withholding. As a condition to the distribution of shares of common stock
upon the exercise or vesting of options under the Plan, M&F Bancorp, Inc. may
require that the Key Employee pay to M&F Bancorp, Inc., or

M&F Bancorp, Inc. may withhold, the amount of any federal or state income or
other taxes applicable to income that the optionee is considered to realize from
such delivery and that the Board of Directors believes M&F Bancorp, Inc. is
required by law to withhold.

Option Grants. On December 28, 1999, the Board of Directors awarded options to
purchase 82,000 shares of common stock (adjusted to reflect January 21, 2000
3-for-2 stock split) to nine Key Employees at an exercise price of $15.67 per
share (adjusted to reflect January 21, 2000 3-for-2 stock split). Of those
options granted on December 28, 1999, 22,800 options have expired unexercised
and are again available for grant under the Plan. No options were exercised by
Mr. Johnson or Ms. Small during the year ended December 31, 2001. Following is
certain information related to the options granted to Mr. Johnson and Ms. Small.
No additional options were granted to Mr. Johnson or Ms. Small during the year
ended December 31, 2001.

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Options/SARs at Options/SARs at
Fiscal Year Fiscal Year
End /1/ End /2/
---------------------- --------------------
- -
Shares Acquired Value
on Exercise Realized
Name (#) $ Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ---------- ----------- ------------- ----------- -------------

-
Lee Johnson, Jr. 0 $ 0 16,200 1,800 $170,100 $18,900

E. Elaine Small 0 $ 0 14,040 1,560 $147,420 $16,380

- --------------------

/1/ Numbers are adjusted to reflect the January 21, 2000 3-for-2 stock split.
Fifty percent of the options vested on December 28, 1999, 20% vested on December
28, 2000, 20% vested on December 28, 2001, and the remaining 10% will vest on
December 28, 2002.

/2/ The exercise price is $15.67 (adjusted to reflect the January 21, 2000
3-for-2 stock split). The price paid for the common stock in the last trade
known to management to have occurred prior to December 31, 2001 was $10.50,
which trade occurred on December 3, 2001.

Employment Agreements

Employment Agreement. Mechanics & Farmers Bank has entered into an employment
agreement with Lee Johnson, Jr. The agreement with Mr. Johnson provides for an
initial annual base salary of $130,000, which may be increased at the discretion
of the Compensation Committee of the Board of Directors of Mechanics & Farmers
Bank. In addition to base salary, the agreement provides for Mr. Johnson's
participation in employee benefit plans and other fringe benefits applicable to
executives and other employees of Mechanics & Farmers Bank.

The agreement provides for an initial term of three years. However, the term of
the agreement will be automatically extended for an additional term of one year
on each anniversary date of the agreement unless a non-renewal notice is given
by either party to the other prior to the anniversary date of the agreement, so
that the remainder of the term of the agreement is never less than two years nor
more that three years. In the event Mr. Johnson's employment is terminated by
Mechanics & Farmers Bank at any time for cause or by Mr. Johnson without cause,
no termination benefit will be payable. If Mr. Johnson is terminated without
cause, Mr. Johnson will continue to receive his then current salary and all
other benefits, except qualified retirement plan benefits, for a period of two
years from the termination date. In the alternative and at Mr. Johnson's
election, the present value

of two years' salary and bonuses can be paid in a lump sum within 60 days of a
termination without cause. If Mr. Johnson is constructively terminated, as
defined in the agreement, Mr. Johnson is entitled to receive his then current
salary for the remainder of the term of the agreement and any employee benefits
in accordance with the terms and provisions of those plans.

The agreement with Mr. Johnson also provides for the payment of a severance
benefit to Mr. Johnson in the event his employment is terminated in conjunction
with or following a change in control, as defined in the agreement. Under the
terms of the agreement, in the event of an unapproved change in control, as
defined in the agreement, Mr. Johnson is entitled to receive an amount equal to
his base salary and bonuses approved under the agreement times 2.99, payable in
even installments over an approximately three-year period following termination,
as well as all benefits except qualified retirement plan benefits, or, at the
Mr. Johnson's election, a lump sum payment within 60 days of the termination
date equal to the present value of his base salary and bonuses approved under
the agreement times 2.99 as well as all benefits except qualified retirement
plan benefits. In the event of an approved change in control, as defined in the
agreement, upon Mr. Johnson's declaration of termination at will, as provided in
the agreement, or upon the Bank's termination without cause within two years
following the change in control, Mr. Johnson is entitled to the same benefits
payable upon termination after an unapproved change in control. In any case, Mr.
Johnson is also entitled to receive, in addition to the termination benefit, a
cash payment in an amount equal to the amount of any excise tax liability
incurred by Mr. Johnson under Section 4999 of the Internal Revenue Code of 1986,
as amended, as a result of the receipt of the termination benefit.

The agreement also restricts, following termination of employment, the right of
Mr. Johnson to compete against Mechanics and Farmers Bank within the counties in
which the Bank has offices during the term of the agreement. The restriction
applies during any period following termination of employment in which Mr.
Johnson is receiving termination payments or is participating in benefit plans.
However, the non-compete restriction does not apply if employment is terminated
without cause. If Mr. Johnson is terminated for cause, the non-compete period
will be twelve months following the termination date.

Retention Bonus Agreements. Mechanics and Farmers Bank has entered into
retention bonus agreements with Lee Johnson, Jr., Fohliette W. Becote, Harold
Sellars, W. Donald Harrington and E. Elaine Small, effective on April 1, 2000.
The agreements with these executives provide for the payment of severance
benefits to the executives in the event of a change in control. Under the terms
of the agreements, upon a change in control, the executives are entitled to
receive an amount equal to their then current base annual salary in a lump sum
payment. Additionally, in the event the executives' employment is terminated
without cause following a change in control, the executives are entitled to a
lump sum payment equal to 24 months of their then current base annual salary. In
both cases, the lump sum payment, if it constitutes a "golden parachute payment"
pursuant to the Internal Revenue Code, will be reduced to that amount necessary
so that no portion of the lump sum payment will be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code.

For the purposes of the retention bonus agreements, change in control generally
includes:

. the acquisition by any person or group of 50% or more of the
outstanding securities of M&F Bancorp, Inc.; or
. the occurrence of any merger, consolidation, exchange or
reorganization to which M&F Bancorp, Inc. is a party and to which
M&F Bancorp, Inc. is not the surviving entity.

The agreements also restrict the right of the executives to compete against
Mechanics and Farmers Bank within a 60-mile radius of the main office of
Mechanics and Farmers Bank for a period of twelve months following the
termination of their employment following a change in control, except if their
employment is terminated without cause.

Indebtedness of and Transactions with Management

Mechanics and Farmers Bank makes loans to its employees, including its
executive officers and directors, in the ordinary course of its business.
Mechanics and Farmers Bank has adopted a policy which sets forth the
requirements applicable to such loans. These loans are made using the same
credit and underwriting standards as are applicable to the general public, and
such loans do not involve more than the normal risk of collectability or present
other unfavorable features. Pursuant to its employee loan policy loans to
directors and employees are made on the same terms, including interest rates and
collateral, as those prevailing for comparable transactions with nonaffiliated
persons. None of the loans Mechanics & Farmers Bank has made to the directors
and executive officers and members of their immediate families since December
31, 2000 exceed $60,000 in the aggregate.

PROPOSAL 1: ELECTION OF DIRECTORS

General

M&F Bancorp, Inc.'s Articles of Incorporation authorize the Board of Directors
to fix the exact number of directors from time to time within a range of no
fewer than three nor more than nine people. The Board of Directors has fixed the
number of directors for the coming year at seven people.

Directors are currently nominated and elected for one year terms. The
individuals elected as directors at this annual meeting will hold office until
the 2003 annual meeting of stockholders or until their successors are elected
and qualified.

Each nominee for director has indicated that he or she is able and willing to
serve on the Board of Directors. If any nominee becomes unable to serve, the
common stock represented by all properly completed proxies will be voted for the
election of a substitute nominee recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why any nominee might be
unavailable to serve or why a substitute nominee would be required.

Nominees for Election at this Annual Meeting

Information about the nominees for election at the annual meeting is set forth
below:

Willie T. Closs, Jr., Director Nominee of M&F Bancorp, Inc. Mr. Closs, 46, is a
Director and Executive Vice President of N.C. Mutual Life Insurance Company, and
has been associated with that insurance company since 1983.

Genevia Gee Fulbright, Director of M&F Bancorp, Inc. since 2000. Director of
Mechanics & Farmers Bank since 1994. Ms. Fulbright, 39, is Vice President of
Fulbright and Fulbright, CPA, PA, and has been associated with the firm since
1987.

Lee Johnson, Jr., Director of M&F Bancorp, Inc. since 2001. Director of
Mechanics & Farmers Bank since 1994. President of M&F Bancorp, Inc.,
President/Chief Operating Officer of Mechanics & Farmers Bank, October 2000 to
the present; Vice President of M&F Bancorp, Inc., Executive Vice President/Chief
Financial Officer/Financial Group Executive of Mechanics & Farmers Bank,
September 1999 to September 2000; Vice President of M&F Bancorp, Inc., Executive
Vice President/Chief Financial Officer/Financial Group Executive of Mechanics &
Farmers Bank, April 1996 to October 2000.

Benjamin S. Ruffin, Director of M&F Bancorp, Inc. since 1999. Director of
Mechanics & Farmers Bank since 1977. Mr. Ruffin, 60, is the President of the
Ruffin Group, a management consulting firm located in Winston-Salem, North
Carolina. Mr. Ruffin was with R. J. Reynolds Tobacco Co. from 1986 until 1999,
most recently in the position of Vice President of Corporate Affairs.

Joseph M. Sansom, Director of M&F Bancorp, Inc. since 1999. Director of
Mechanics & Farmers Bank since 1987. Mr. Sansom, 58, is currently retired. He
previously served with the State of North Carolina in the Treasurer's office

as the Assistant to the State Treasurer from 1996 to January 2002. Prior to that
time he worked for IBM in various financial positions and retired in 1995 after
30 years of service. Mr. Sansom is the son of Vivian M. Sansom, who owns more
than ten percent of M&F Bancorp, Inc.'s outstanding common stock.

Maceo K. Sloan, Director of M&F Bancorp, Inc. since 2000. Director of Mechanics
& Farmers Bank since 1980. Mr. Sloan, 52, is currently Chairman, President and
Chief Executive Officer of Sloan Financial Group, Inc. Mr. Sloan serves as a
director of NCM Capital Management Group, Inc. and SCANA Corporation and as a
trustee of CREF-College Retirement Equities Fund, all of which are investment
companies subject to the reporting requirements of the Securities Exchange Act
of 1934.

Aaron L. Spaulding, Director of M&F Bancorp, Inc. since 1999. Director of
Mechanics & Farmers Bank since 1994. Mr. Spaulding, 58, is the Chairman,
President and Chief Executive Officer of Prestige Travel, an American Express
representative. Mr. Spaulding also serves as a member of the North Carolina
Savings Institutions Commission and as a director of Utendahl Capital Partners
which is a company subject to the reporting requirements of the Securities
Exchange Act of 1934.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE SEVEN
---
NOMINEES AS DIRECTORS OF M&F BANCORP, INC. FOR THE COMING YEAR.

PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE BYLAWS OF M&F BANCORP, INC.

The Articles of Incorporation of M&F Bancorp, Inc. authorize the board of
directors to fix the exact number of directors from time to time within a range
of no fewer than three nor more than nine people. The bylaws of M&F Bancorp,
Inc. provide that if the number of directors is nine or more, upon approval of
the stockholders, the terms of directors will be staggered so that the terms of
approximately one-third of the directors will expire each year. The requirement
that stockholder approval be obtained after the size of the board is increased
in order for the directors to have staggered terms would require the board of
directors to increase the size of the board and would require nominees to the
board to agree to serve, without knowing what their terms on the board would be.
This makes organizational planning difficult and cumbersome.

The Board of Directors believes that it is in the best interest of M&F Bancorp,
Inc. to include in M&F Bancorp, Inc.'s Bylaws a provision requiring that if and
when the number of directors on the M&F Bancorp, Inc. Board of Directors is nine
or more, the terms of directors will, without any requirement for stockholder
approval, be staggered so that the terms of approximately one-third of the
directors will expire each year.

Because such a provision can limit the ability of a potential acquiror who is
attempting to acquire control of M&F Bancorp, Inc. to replace M&F Bancorp,
Inc.'s directors through the normal election process, it may be used, or have
the effect of, an "anti-takeover" device or a deterrent to an acquisition or
change in control of M&F Bancorp, Inc. The Board of Directors of M&F Bancorp,
Inc. has unanimously approved this amendment to the Bylaws.

The existing language of Article III, Section 5 of the Bylaws of M&F Bancorp,
Inc. and the proposed language for the Amended and Restated Article III, Section
5 of the Bylaws of M&F Bancorp, Inc. are attached as Appendix A.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF AN AMENDMENT TO THE
---
BYLAWS OF M&F BANCORP TO PROVIDE FOR STAGGERED TERMS IF AND WHEN THE NUMBER OF
DIRECTORS IS NINE OR MORE, WITHOUT Stockholder APPROVAL.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The certified public accounting firm of Deloitte & Touche, L.L.P. has been
appointed by the Board of Directors to serve as the independent auditor for M&F
Bancorp, Inc. for 2002. A proposal to ratify that appointment is being submitted
to the stockholders. Representatives of Deloitte & Touche are expected to attend
the annual meeting and will be available to respond to appropriate questions
and, if they desire to do so, will have the opportunity to make a statement.

Audit Fees

The total fees (including related out-of-pocket expenses) billed for
professional services rendered by Deloitte & Touche, L.L.P. in connection with
(i) the audit of M&F Bancorp, Inc.'s annual financial statements for the fiscal
year ended December 31, 2001, (ii) its reviews of the financial statements
included in M&F Bancorp, Inc.'s Forms 10-QSB for that fiscal year, and (iii)
related fees and costs were $63,635.

Financial Information Systems Design and Implementation Fees

Deloitte & Touche, L.L.P. did not, directly or indirectly, operate, or supervise
the operation of, M&F Bancorp, Inc.'s information system or manage M&F Bancorp,
Inc.'s local area network during the fiscal year ended December 31, 2001.

All Other Fees

No other services for which fees were charged were provided to M&F Bancorp, Inc.
by Deloitte & Touche, L.L.P. during the fiscal year ended December 31, 2001.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
---
DELOITTE & TOUCHE, L.L.P. AS INDEPENDENT AUDITOR FOR M&F BANCORP, INC. FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2002.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and greater than 10% stockholders to file reports of their
ownership and any changes in ownership of M&F Bancorp, Inc. common stock with
the Securities and Exchange Commission. These directors, executive officers and
greater than 10% stockholders are required by regulation to provide M&F Bancorp,
Inc. with a copy of any Section 16(a) reports they file. Based on M&F Bancorp,
Inc.'s review of copies of these reports received by it and written
representations made to M&F Bancorp, Inc. by these persons, M&F Bancorp, Inc.
believes that all Section 16(a) filing requirements applicable to its directors,
executive officers and greater than 10% stockholders were satisfied during the
year ended December 31, 2001.

OTHER MATTERS

The Board of Directors knows of no other matters to be considered at the annual
meeting. If other matters are properly brought before the annual meeting or any
adjournment of the annual meeting, the people appointed in the proxy intend to
vote the shares represented by the proxy according to their best judgment.

STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING

It is presently anticipated that the 2003 annual meeting of stockholders will be
held on May 6, 2003. In order for the stockholder proposals to be included in
M&F Bancorp, Inc.'s proxy materials for that meeting, proposals must be received
by the Corporate Secretary at M&F Bancorp, Inc.'s principal executive office no
later than December 2, 2002, and meet all other applicable requirements for
inclusion in the proxy statement.

In the alternative, a stockholder may commence his or her own proxy solicitation
and present a proposal from the floor of the 2003 annual meeting of
stockholders. In order to do so, the stockholder must notify the Corporate
Secretary in writing at M&F Bancorp, Inc.'s principal executive office no later
than February 14, 2003 of his or her proposal. If the Corporate Secretary is not
notified of the stockholder's proposal by February 14, 2003, the Board of
Directors may vote on the proposal pursuant to the discretionary authority
granted by the proxies solicited by the Board of Directors for the 2003 annual
meeting.

MISCELLANEOUS

M&F Bancorp, Inc.'s annual report to stockholders for the year ended December
31, 2001 has been mailed with this proxy statement to all stockholders of record
as of March 18, 2001. Any stockholder who has not received a copy of the annual
report may obtain a copy by writing to M&F Bancorp, Inc. The annual report is
not to be treated as part of this proxy statement or a solicitation of proxies.

A COPY OF M&F BANCORP, INC.'S FORM 10-KSB FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE PROVIDED TO YOU WITHOUT CHARGE IF YOU ARE A STOCKHOLDER OF
M&F BANCORP, INC. ON MARCH 18, 2002. PLEASE MAKE YOUR WRITTEN REQUEST TO
FOHLIETTE BECOTE, CORPORATE SECRETARY, M&F BANCORP, INC., 2634 CHAPEL HILL
BLVD., DURHAM, NORTH CAROLINA 27707.

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE, WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. IF YOU DO ATTEND THE
ANNUAL MEETING, YOU THEN MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. THE PROXY
MAY BE WITHDRAWN AT ANY TIME PRIOR TO VOTING.

APPENDIX A

EXISTING ARTICLE III, SECTION 5

OF THE

BYLAWS OF M&F BANCORP, INC.

Section 5. Terms of Directors. Each initial director shall hold office
------------------
until the earliest of the first shareholders' meeting at which directors are
elected, or until such director's death, resignation, or removal.

At all times that the number of directors is less than nine (9), each
director shall be elected to a term ending as of the next succeeding annual
meeting of shareholders or until his or her earlier death, resignation,
retirement, removal or disqualification or until his or her successor shall be
elected and shall qualify.

In any election of directors following the organization of M&F Bancorp,
Inc. as a bank holding company, where the total number of directors is nine or
more, the directors may, upon recommendation of the Board of Directors and
approval of the shareholders, be divided into three (3) classes, as nearly equal
in number as may be possible, to service in the first instance for terms of one
(1), two (2) and three (3) years, respectively, from the date such class of
directors takes office or until their earlier death, resignation, retirement,
removal, or disqualification or until their successors shall be elected and
shall qualify. Thereafter the successors in each class of directors shall be
elected for terms of three (3) years or until their earlier death, resignation,
retirement, removal, or disqualification or until their successors shall be
elected and shall qualify. In the event of any increase or decrease in the
number of directors at a time when the directors are so classified, the
additional or eliminated directorships shall be classified or chosen so that all
classes of directors shall remain or become as nearly equal as possible in
number.

Notwithstanding the provisions of this Section 5, a decrease in the
number of directors does not shorten an incumbent director's term. Despite the
expiration of a director's term, such director shall continue to serve until a
successor shall be elected and qualified or until there is a decrease in the
number of directors.

PROPOSED AMENDED AND RESTATED ARTICLE III, SECTION 5

OF THE

BYLAWS OF M&F BANCORP, INC.

In the first election of directors that the total number of directors
is nine (9) or more, the directors shall be divided into three (3) classes, as
nearly equal as possible in number as may be, to serve in the first instance for
terms of one (1), two (2) and three (3) years, respectively, from the date such
class of directors takes office or until their earlier death, resignation,
retirement, removal or disqualification or until their successors shall be
elected and shall qualify, and thereafter the successors in each class of
directors shall be elected for terms of three (3) years or until their earlier
death, resignation, retirement, removal, or disqualification or until their
successors shall be elected and shall qualify. In the event of any increase or
decrease in the number of directors at a time that the directors are so
classified, the additional or eliminated directorships shall be classified or
chosen so that all classes of directors shall remain or become as nearly equal
as possible in number.

A-1

A-2

[X] Please mark your votes as in this example.

1. Elect seven (7) persons to serve on the Board of Directors of M&F Bancorp,
Inc. until the annual meeting of stockholders in 2003.

Nominees:Lee Johnson, Jr., Benjamin S. Ruffin, Aaron L. Spaulding, Joseph M.
Sansom, Genevia Gee Fulbright, Maceo K. Sloan, Willie T. Closs, Jr.

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
"For all Nominees Except" and write that person's name below.)

For all Withhold For all
Nominees [_] Authority to Vote[_] Nominees Except[_]

2. Approve an amendment to the Bylaws of M&F Bancorp, Inc. which provides that
if and when the number of directors on the M&F Bancorp, Inc. Board of Directors
is nine or more, the terms of directors will, without any requirement for
stockholder approval, be staggered so that the terms of approximately one -
third of the directors will expire each year.

FOR[_] AGAINST[_] ABSTAIN[_]

3. Ratify the selection of Deloitte & Touche, L.L.P. FOR AGAINST ABSTAIN
as the independent auditor for M&F Bancorp, Inc. [_] [_] [_]
for the fiscal year ending December 31, 2002.

4. Consider any other business that may properly be brought before the meeting
or any adjournment of the annual meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

SIGNATURE_________________________________DATE_____________

SIGNATURE_________________________________DATE_____________
(if jointly held)

If acting Attorney, Executor, Trustee or other representative capacity, please
sign name and title.

- --------------------------------------------------------------------------------
Fold and Detach Here
Return in the Envelop Enclosed

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
M&F Bancorp, Inc.

April 30, 2002

Note: Your signature should correspond with your name
as it appears hereon. Joint owners should each sign.
When signing for a corporation or partnership or an
agent, attorney, executor, administrator, trustee or
guardian, please set forth full title as it appears hereon.
Stockholders of record at the close of business on March
18, 2002 are entitled to vote at the annual meeting.

M&F Bancorp, Inc.
2634 Chapel Hill Boulevard
P. O. Box 1932 (27702)
Durham, NC 27707
(919) 683-1521

This Proxy is solicited by the Board of Directors in connection with the Annual
Meeting of the stockholders of M&F BANCORP, INC. (the "Company"). The
undersigned hereby appoints Lee Johnson, Jr., Joseph M. Sansom, Julia W. Taylor,
and Walter S. Tucker or any of them, as Proxies of the undersigned, with full
power of substitution to vote, as designated on the reverse side of this proxy,
the number of shares of common stock of the Company held of record by the
undersigned on March 18, 2002 on the proposals set forth on the reverse and
described in the accompanying proxy statement at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, April 30, 2002, at 10:00 a.m.
at the M&F Corporate Center, 2634 Chapel Hill Boulevard, Durham, NC.

This Proxy will be voted as directed. If you execute and return this
Proxy but do not specify otherwise, this Proxy will be voted FOR all the
nominees and FOR the proposals listed on the reverse, and, in the Proxies'
discretion, on any other matter that may properly come before the meeting. This
Proxy is revocable prior to its exercise.

(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)

- --------------------------------------------------------------------------------