EXHIBIT (10)(m)

The Sage Group
CONSULTANTS TO MANAGEMENT	10409 LESLIE DRIVE
	RALEIGH, NORTH CAROLINA 27601
	(919) 844-9783
	E-mail: steve@sagegroupconsulting.com

MEMORANDUM

DATE:	May 1, 2004
TO:	Lee Johnson, President M&F Bank
FROM:	Steven A. Savia, CMC
RE:	Final 2004 Corporate Support and Tellers Incentive Compensation Program
CC:

This year’s incentive compensation program will have multiple components.

1. Executive Plan

2. City Executive Plan

3. Loan Production Plan

4. Branch Customer Service Plan

5. Corporate Support/Teller Plan

This memo describes the plan for Corporate Support Personnel and Tellers. This plan remains essentially the same as in the previous year.

Schedule F on the following pages provides the list of participants in the Corporate Support/Teller Incentive Program.

SCHEDULE F – CORPORATE SUPPORT/TELLER

PLAN PARTICIPANTS

EMPLOYEE	POSITION
Bailey, Tabitha	P-T Teller
Ennis, Claytius	Teller
Evans, Danita	Teller
Harrison, David	Teller
Lee, Tracie	Teller
Rogers, Charlene	P/T Teller

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Strickland, Cynthia	Teller
Suggs, Kimberly	Teller
Alexander, Brendalyn	Credit Review Officer
Allen, Nicole	Compliance Assistant
Banks, Julia	VP/Branch Operations Support
Bass, Sherri	Treasury Manager
Bonnette, Kevin	EDP Coordinator
Bradley, Barbara	Loan Documentation Specialist
Brooks, Kinon	Operations Tech I
Brown, Eleanor	Operations Clerk II
Carter, Latonia	Operations Accounting Assistant
Curtis, Catina	Operations Technician
Douglas, Denise	Electronic Services Clerk
Ellis, Faye	Receptionist/Secretary
Farkas, Donna	Accounting Assistant
Forbes, Todd	Operations Tech I
Gill, Peggy	Internal Auditor
Hailey-Jones, Vermont	Loan Services Coordinator
Harris, Davon	Finance Assistant
Hollingsworth, Tammie	Staff Accountant
Lester, Patricia	Operations Accounting Assistant
Lyon, Alice	EDP Operations Manager
Mallory, Renee	Human Resources Assistant
Mitchell, Pamala E	Loan Operations Coordinator
Parker, Charles	Facility Support Services Coordinator
Parker, Kevin	P/T Network Technician
Quick, Saundra	Executive Assistant
Quiett, Valerie	Compliance Officer
Rollins, Sharlene	Loan Procedures Coordinator
Rouse, Jane	Electronic Services Clerk

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Shands, Artis	Account Services Manager 1
Spruill, Ruth	Loan Documentation Specialist
Sturges, Allan	VP and Controller
Thornton, Chevez	Loan Operations Manager
Williams, Stephanie	Human Resources Manager
Wright, Danielle	Credit Analyst
Wright, K. Lynette	Electronic Services Clerk
Alston, Sheila	Teller Supervisor
McClain, Ann	Teller
Artis, Pearline	Teller
Evans, April	Teller
Graham, Angela	Teller
Jones-Davis, Tiffany	Teller
Ray, Lisa	Teller
Boomer, Betty	Teller
Harrington, Yvonne	P/T Teller
Plummer, Lynette	Teller
Johnson, Melanie	Teller
Williams, Jarvis	Teller Supervisor
Grimes, Michelle	Teller
Davis, Rochelle	Teller

For the purpose of the Plan, employees will be divided into two groups:

• Tellers (includes working Teller Supervisors)

• Corporate Support (Financial Accounting, Credit Administration, Operations Group personnel, Marketing and other support staff)

Tellers

Incentive compensation for Tellers will be based on individual CAP and shop scores. Working Teller Supervisors’ awards shall be based on the individual and branch CAP scores. Regular and part-time tellers must have a minimum average CAP score of 80 and an average shop score of 80 for the quarter to be eligible to participate.

Monthly Individual CAP	Amount
95 or above	$150 for each month achieved
90 to 94	$100 for each month achieved
85 to 89	$ 75 for each month achieved
80 to 84	$ 60 for each month achieved

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Part-time tellers (20 hours or less or an employee whose primary job is not a teller) will receive one-half of the award amounts.

Working Teller Supervisors whose primary responsibility is to operate a teller’s window and to supervise all tellers will be paid based on the average monthly CAP and Shop score of their branch (provided their individual average for the quarter is at least 85 for both the CAP and Shop scores). The monthly Shop score of the branch must be at least 80 in addition to the CAP score to qualify for payment.

Monthly Branch Score	Amount
95 or above	$175 for each month achieved
90 to 94	$125 for each month achieved
85 to 89	$100 for each month achieved
80 to 84	$ 85 for each month achieved

The incentive will be paid each quarter within 45 days of the quarter ending March 31, June 30, September 30 and December 31, respectively.

Incentive compensation will be paid only on new funds for both loans and deposits. Incentive compensation will be based upon the individual achieving the quarterly threshold levels specified in the City Performance Objectives and Goals to be eligible for inclusion in the incentive calculation. Neither loans nor deposits will be counted should the individual fail to attain their minimum quarterly established goal.

New loan and/or deposit accounts from the same customer that are of the same type and term will be combined and considered as one account for the purpose of this incentive program. Incentives for deposits other than certificates of deposit will be based on an average balance year-to-date and the account must have been opened for at least 30 days to be eligible. This information must be verified quarterly prior to payment. Certificates of deposit with a term of 90 days or less will only be paid 25% of the incentive amount due for other certificates. Renewal of such certificates will not qualify for incentive consideration.

Corporate Support Personnel/Departments

Corporate Support is defined as the supporting departments within the corporate offices: Financial Accounting, Credit Administration, Operations Group, Marketing, Internal Audit and Compliance and other support staff as may be added from time to time:

When the Bank meets the annualized budgeted net income for the applicable quarter, the individuals within this group shall share in an incentive pool of 5% of net income after taxes for the quarter. The amount an individual receives shall be based on the percentage as his/her salary to the total salaries within his/her respective assigned department up to a maximum of $1,000 per quarter. Extraordinary accounting items will not be considered for purposes of payment of any incentives.

Performance evaluations will impact individual payment amounts. Any employee with a performance evaluation of less than satisfactory or any employee on probation will not be eligible to receive an incentive award.

The incentive will be paid each quarter within 45 days of the quarter ending March 31, June 30, September 30 and December 31, respectively.

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