AMENDMENT TO
EMPLOYMENT
AGREEMENT
WHEREAS, Kim D.
Saunders (the “Executive”) is a party with M&F
Bancorp, Inc. (the “Company”) and Mechanics and Farmers
Bank, a wholly-owned subsidiary of the Company (the
“Bank”), to an Employment Agreement, dated January 12,
2007 (the “Employment Agreement”);
WHEREAS, the Company intends to enter into a
letter agreement with the United States Department of the Treasury
(the “UST”) pursuant to which the Company shall issue
shares of preferred stock and the UST shall purchase from the
Company the shares of preferred stock (the “Program”);
and
WHEREAS, it is
a condition to participation in the Program under the Emergency
Economic Stabilization Act of 2008, as amended
(“EESA”), and rules, regulations, guidance or other
requirements issued thereunder (collectively, along with the EESA,
the “EESA Restrictions”), that (i) employment
agreements and other agreements with the Executive and certain
other employees of the Company and the Bank (the “Covered
Employees”) be amended to comply with the EESA Restrictions;
and (ii) the Covered Employees execute a form of waiver (the
“Waiver”); and
WHEREAS, the Executive intends to execute the
Waiver, wherein the Executive: (i) acknowledges that the EESA
Restrictions may require modification of the employment,
compensation, bonus, incentive, severance, retention and other
benefit plans, arrangements, policies and agreements (including
so-called “golden parachute” agreements), whether or
not in writing, that the Executive may have with the Company and
the Bank (together, the “Employer”) or in which the
Executive participates as they relate to the period the United
States holds any equity or debt securities of the Company acquired
through the Program (collectively, along
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