---

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

|x                                                         | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934 
|--------------------------------------------------------- | ------------------------------------------------------------------------------------------
|                                                          |                                                                                           
|For   the quarterly period ended March 31, 2006          
|                                                         
|Or                                                       
|                                                          |                                                                                           
|o                                                         | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934
|                                                          |                                                                                           
|For   the transition period from __________ to __________
|                                                          |                                                                                           
|Commission File Number 000-09424                         

|FIRST   M&F CORPORATION                                                                   
|------------------------------------------------------------------------------------------
|                                                                                          
|(Exact   name of registrant as specified in its charter)                                  
|                                                                                          
|MISSISSIPPI                                                                               
|                                                                                          
|(State   or other jurisdiction    of Incorporation or organization)                       
|                                                                                          
|134 West Washington Street,  Kosciusko, Mississippi                                       
|                                                                                          
|(Address   of principal executive offices)                                                
|                                                                                          
|662-289-5121                                                                              
|                                                                                          
|(Registrants   telephone number, including area code                                     
|                                                                                          
|No Change                                                                                 
|                                                                                          
|(Former   name, former address and former fiscal year, if changed since the last   report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes
x | No
o
|----- | ----

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

| | Large accelerated filer | o | Accelerated filer | x | Non-accelerated filer | o
| | ----------------------- | - | ----------------- | - | --------------------- | -

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|Yes
o | No
x
|----- | ----

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

|Common stock, $5 par value |  | 4,562,346 Shares                      
|-------------------------- |  | --------------------------------------
|                           |  |                                       
|Title   of Class           |  | Shares   Outstanding at April 30, 2006
|                           |  |                                       
|                          



FIRST M & F CORPORATION

FORM 10-Q

INDEX

|               |                                                                                        | Page
|-------------- | -------------------------------------------------------------------------------------- | ----
|               |                                                                                        |     
|PART   1:      | FINANCIAL INFORMATION                                                                  |     
|               |                                                                                        |     
|Item 1         | Financial Statements (unaudited):                                                      | 3   
|               | Consolidated   Statements of Condition                                                 | 3   
|               | Consolidated   Statements of Income                                                    | 4   
|               | Consolidated   Statements of Comprehensive Income                                      | 5   
|               | Consolidated   Statements of Stockholders Equity                                      | 6   
|               | Consolidated   Statements of Cash Flows                                                | 7   
|               | Notes   to Consolidated Financial Statements                                           | 9   
|               | Report   of Independent Registered Public Accounting Firm                              | 16  
|               |                                                                                        |     
|Item 2         | Managements Discussion and   Analysis of Financial Condition and Results of Operation | 17  
|               |                                                                                        |     
|Item 3         | Quantitative and Qualitative   Disclosures About Market Risk                           | 31  
|               |                                                                                        |     
|Item 4         | Controls and Procedures                                                                | 31  
|               |                                                                                        |     
|PART   II:     | OTHER INFORMATION                                                                      |     
|               |                                                                                        |     
|Item 1         | Legal Proceedings                                                                      | 32  
|               |                                                                                        |     
|Item 1A        | Risk Factors                                                                           | 32  
|               |                                                                                        |     
|Item 2         | Unregistered Sales of Equity   Securities and Use of Proceeds                          | 32  
|               |                                                                                        |     
|Item 3         | Defaults upon Senior Securities                                                        | 32  
|               |                                                                                        |     
|Item 4         | Submission of Matters to a Vote of   Security Holders                                  | 32  
|               |                                                                                        |     
|Item 5         | Other Information                                                                      | 32  
|               |                                                                                        |     
|Item 6         | Exhibits                                                                               | 33  
|               |                                                                                        |     
|SIGNATURES     | 34                                                                                    
|               |                                                                                        |     
|EXHIBIT INDEX  |                                                                                       
|               |                                                                                        |     
|CERTIFICATIONS |                                                                                       

2

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FIRST M & F CORPORATION AND SUBSIDIARY

PART I: FINANCIAL INFORMATION

Item 1  Financial Statements (Unaudited)

Consolidated Statements of Condition (Unaudited)

|                                                                                                                        |  | March 31 |           | December   31
2005 |  
|----------------------------------------------------------------------------------------------------------------------- |  | -------- | --------- | ------------------ | -
|                                                                                                                        |  |          |           |                   
|(Dollars in thousands)                                                                                                  |  | 2006     |           | 2005               |  
|                                                                                                                        |  |          |           |                    |  
|Assets                                                                                                                  |  |          |           |                    |  
|Cash and due from banks                                                                                                 |  | $        | 56,309    |                    | $
|Interest bearing bank   balances                                                                                        |  |          | 8,798     |                    |  
|Federal funds sold                                                                                                      |  |          | 6,600     |                    |  
|Securities available for   sale, amortized cost of $242,855, $197,819 and $186,242                                      |  |          | 240,436   |                    |  
|Loans held for sale                                                                                                     |  |          | 7,429     |                    |  
|Loans, net of unearned   income                                                                                         |  |          | 1,055,698 |                    |  
|Allowance   for loan losses                                                                                             |  |          | (15,182   | )                  |  
|                                                                                                                        |  |          |           |                    |  
|Net   loans                                                                                                             |  |          | 1,040,516 |                    |  
|                                                                                                                        |  |          |           |                    |  
|Bank premises and equipment                                                                                             |  |          | 38,549    |                    |  
|Accrued interest receivable                                                                                             |  |          | 9,865     |                    |  
|Other real estate                                                                                                       |  |          | 3,951     |                    |  
|Goodwill                                                                                                                |  |          | 30,835    |                    |  
|Other intangible assets                                                                                                 |  |          | 5,147     |                    |  
|Bank owned life insurance                                                                                               |  |          | 18,398    |                    |  
|Other assets                                                                                                            |  |          | 23,249    |                    |  
|                                                                                                                        |  |          |           |                    |  
|                                                                                                                        |  | $        | 1,490,082 |                    | $
|                                                                                                                        |  |          |           |                    |  
|Liabilities and   Stockholders Equity                                                                                  |  |          |           |                    |  
|Liabilities:                                                                                                            |  |          |           |                    |  
|Noninterest-bearing   deposits                                                                                          |  | $        | 192,517   |                    | $
|Interest-bearing deposits                                                                                               |  |          | 974,478   |                    |  
|                                                                                                                        |  |          |           |                    |  
|Total   deposits                                                                                                        |  |          | 1,166,995 |                    |  
|                                                                                                                        |  |          |           |                    |  
|Federal funds purchased and   repurchase agreements                                                                     |  |          | 6,022     |                    |  
|Other borrowings                                                                                                        |  |          | 154,559   |                    |  
|Junior subordinated debt                                                                                                |  |          | 30,928    |                    |  
|Accrued interest payable                                                                                                |  |          | 3,595     |                    |  
|Other liabilities                                                                                                       |  |          | 9,105     |                    |  
|                                                                                                                        |  |          |           |                    |  
|Total   liabilities                                                                                                     |  |          | 1,371,204 |                    |  
|                                                                                                                        |  |          |           |                    |  
|Noncontrolling interest in   subsidiaries                                                                               |  |          | 21        |                    |  
|                                                                                                                        |  |          |           |                    |  
|Stockholders equity:                                                                                                   |  |          |           |                    |  
|Preferred stock:                                                                                                        |  |          |           |                    |  
|Class   A; 1,000,000 shares authorized                                                                                  |  |          |          |                    |  
|Class   B; 1,000,000 shares authorized                                                                                  |  |          |          |                    |  
|Common stock of $5.00 par   value; 15,000,000 shares  authorized:   4,498,363, 4,498,659 and  4,495,159   shares issued |  |          | 22,492    |                    |  
|Additional paid-in capital                                                                                              |  |          | 29,428    |                    |  
|Nonvested restricted stock   awards                                                                                     |  |          | 158       |                    |  
|Retained earnings                                                                                                       |  |          | 70,144    |                    |  
|Accumulated other   comprehensive income (loss)                                                                         |  |          | (3,365    | )                  |  
|                                                                                                                        |  |          |           |                    |  
|Total   stockholders equity                                                                                            |  |          | 118,857   |                    |  
|                                                                                                                        |  |          |           |                    |  
|                                                                                                                        |  | $        | 1,490,082 |                    | $
|                                                                                                                        |  |          |           |                    |  

The accompanying notes are an integral part of these financial statements.

3

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FIRST M & F CORPORATION AND SUBSIDIARY

Consolidated Statements of Income (Unaudited)

|                                                                                          |  | Three   Months Ended    March 31 |       
|----------------------------------------------------------------------------------------- |  | -------------------------------- | ------
|                                                                                          |  |                                  |       
|(Dollars in thousands, except per share data)                                             |  | 2006                             |       
|                                                                                          |  |                                  |       
|Interest income:                                                                          |  |                                  |       
|Interest and fees on loans                                                                |  | $                                | 17,760
|Interest on loans held for   sale                                                         |  |                                  | 70    
|Taxable investments                                                                       |  |                                  | 1,794 
|Tax-exempt investments                                                                    |  |                                  | 485   
|Federal funds sold                                                                        |  |                                  | 238   
|Interest bearing bank   balances                                                          |  |                                  | 120   
|                                                                                          |  |                                  |       
|Total   interest income                                                                   |  |                                  | 20,467
|                                                                                          |  |                                  |       
|Interest expense:                                                                         |  |                                  |       
|Deposits                                                                                  |  |                                  | 5,847 
|Federal funds purchased and   repurchase agreements                                       |  |                                  | 116   
|Other borrowings                                                                          |  |                                  | 1,752 
|Junior subordinated debt                                                                  |  |                                  | 241   
|                                                                                          |  |                                  |       
|Total   interest expense                                                                  |  |                                  | 7,956 
|                                                                                          |  |                                  |       
|Net   interest income                                                                     |  |                                  | 12,511
|Provision for loan losses                                                                 |  |                                  | 953   
|                                                                                          |  |                                  |       
|Net   interest income after provision for loan losses                                     |  |                                  | 11,558
|                                                                                          |  |                                  |       
|Noninterest income:                                                                       |  |                                  |       
|Service charges on deposit   accounts                                                     |  |                                  | 2,263 
|Mortgage banking income                                                                   |  |                                  | 231   
|Agency commission income                                                                  |  |                                  | 950   
|Trust and brokerage income                                                                |  |                                  | 158   
|Bank owned life insurance   income                                                        |  |                                  | 128   
|Securities gains (losses),   net                                                          |  |                                  | (1    
|Other income                                                                              |  |                                  | 554   
|                                                                                          |  |                                  |       
|Total   noninterest income                                                                |  |                                  | 4,283 
|                                                                                          |  |                                  |       
|Noninterest expenses:                                                                     |  |                                  |       
|Salaries and employee   benefits                                                          |  |                                  | 6,282 
|Net occupancy expenses                                                                    |  |                                  | 711   
|Equipment expenses                                                                        |  |                                  | 738   
|Software and processing   expenses                                                        |  |                                  | 309   
|Telecommunication expenses                                                                |  |                                  | 208   
|Marketing and business   development expenses                                             |  |                                  | 264   
|Intangible asset   amortization                                                           |  |                                  | 45    
|Other expenses                                                                            |  |                                  | 2,436 
|                                                                                          |  |                                  |       
|Total   noninterest expenses                                                              |  |                                  | 10,993
|                                                                                          |  |                                  |       
|Income   before income taxes and noncontrolling interests                                 |  |                                  | 4,848 
|Income taxes                                                                              |  |                                  | 1,572 
|Noncontrolling interest in   earnings (losses) of subsidiaries, net of taxes of $3 and $1 |  |                                  | 6     
|                                                                                          |  |                                  |       
|Net   income                                                                              |  | $                                | 3,270 
|                                                                                          |  |                                  |       
|Earnings per share:                                                                       |  |                                  |       
|Basic                                                                                     |  | $                                | .73   
|Diluted                                                                                   |  | $                                | .73   
|                                                                                          |  |                                  |       

The accompanying notes are an integral part of these financial statements.

4

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FIRST M & F CORPORATION AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Unaudited)

|                                                                                                                                                                            |  | Three   Months Ended    March 31 |      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | -----
|                                                                                                                                                                            |  |                                  |      
|(Dollars in thousands)                                                                                                                                                      |  | 2006                             |      
|                                                                                                                                                                            |  |                                  |      
|Net income                                                                                                                                                                  |  | $                                | 3,270
|Other comprehensive income:                                                                                                                                                 |  |                                  |      
|Change in unrealized gains   (losses) on securities  available for   sale, net of tax of $466 and $862 for the    three months ended March 31                               |  |                                  | (783 
|Reclassification adjustment   for (gains) losses on securities    available for sale included in net income, net of  tax of $1 and $0 for the three months   ended March 31 |  |                                  | 1    
|Minimum pension liability   adjustment, net of tax                                                                                                                          |  |                                  |     
|                                                                                                                                                                            |  |                                  |      
|Other   comprehensive income                                                                                                                                                |  |                                  | (782 
|                                                                                                                                                                            |  |                                  |      
|Total   comprehensive income                                                                                                                                                |  | $                                | 2,488
|                                                                                                                                                                            |  |                                  |      

The accompanying notes are an integral part of these financial statements.

5

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FIRST M & F CORPORATION AND SUBSIDIARY

Consolidated Statements of Stockholders Equity Three Months Ended March 31, 2006 and 2005 (Unaudited)

|(Dollars in thousands, except per share data)              |  | Common    Stock |        | Additional      Paid-in    Capital |   | Nonvested    Restricted    Stock    Awards |   | Retained    Earnings |     | Accumulated   Other Comprehensive Income |   | Total  |  
|---------------------------------------------------------- |  | --------------- | ------ | ---------------------------------- | - | ------------------------------------------ | - | -------------------- | --- | ---------------------------------------- | - | ------ | -
|                                                           |  |                 |        |                                    |   |                                            |   |                      |     |                                          |   |        |  
|January 1, 2005                                            |  | $               | 22,531 |                                    | $ | 29,587                                     |   | $                    |    |                                          | $ | 60,113 |  
|Net income                                                 |  |                 |       |                                    |   |                                           |   |                      |    |                                          |   | 3,198  |  
|Cash dividends ($.25 per   share)                          |  |                 |       |                                    |   |                                           |   |                      |    |                                          |   | (1,124 | )
|2,500 common shares   issued  in exercise of stock options |  |                 | 12     |                                    |   | 54                                         |   |                      |    |                                          |   |       |  
|10,000 common shares  repurchased                          |  |                 | (50    | )                                  |   | (292                                       | ) |                      |    |                                          |   |       |  
|Net change                                                 |  |                 |       |                                    |   |                                           |   |                      |    |                                          |   |       |  
|                                                           |  |                 |        |                                    |   |                                            |   |                      |     |                                          |   |        |  
|March 31, 2005                                             |  | $               | 22,493 |                                    | $ | 29,349                                     |   | $                    |    |                                          | $ | 62,187 |  
|                                                           |  |                 |        |                                    |   |                                            |   |                      |     |                                          |   |        |  
|January 1, 2006                                            |  | $               | 22,476 |                                    | $ | 29,340                                     |   | $                    | 86  |                                          | $ | 68,058 |  
|Net income                                                 |  |                 |       |                                    |   |                                           |   |                      |    |                                          |   | 3,270  |  
|Cash dividends ($.26 per   share)                          |  |                 |       |                                    |   |                                           |   |                      |    |                                          |   | (1,184 | )
|3,204 common shares   issued  in exercise of stock options |  |                 | 16     |                                    |   | 69                                         |   |                      |    |                                          |   |       |  
|Share-based   compensation  expense recognized             |  |                 |        |                                    |   | 5                                          |   |                      | 72  |                                          |   |       |  
|Tax benefits on stock   option  transactions               |  |                 |       |                                    |   | 14                                         |   |                      |    |                                          |   |       |  
|Net change                                                 |  |                 |       |                                    |   |                                           |   |                      |    |                                          |   |       |  
|                                                           |  |                 |        |                                    |   |                                            |   |                      |     |                                          |   |        |  
|March 31, 2006                                             |  | $               | 22,492 |                                    | $ | 29,428                                     |   | $                    | 158 |                                          | $ | 70,144 |  
|                                                           |  |                 |        |                                    |   |                                            |   |                      |     |                                          |   |        |  

The accompanying notes are an integral part of these financial statements.

6

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FIRST M & F CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows (Unaudited)

|                                                                                    |  | Three   Months Ended    March 31 |        
|----------------------------------------------------------------------------------- |  | -------------------------------- | -------
|                                                                                    |  |                                  |        
|(Dollars in thousands)                                                              |  | 2006                             |        
|                                                                                    |  |                                  |        
|Cash flows from operating   activities:                                             |  |                                  |        
|Net income                                                                          |  | $                                | 3,270  
|Adjustments to reconcile   net income to net cash provided by operating activities: |  |                                  |        
|Share-based   compensation                                                          |  |                                  | 77     
|Depreciation   and amortization                                                     |  |                                  | 593    
|Provision   for loan losses                                                         |  |                                  | 953    
|Net   investment amortization (accretion)                                           |  |                                  | (36    
|Net   loan amortization and lower of cost or fair value adjustments                 |  |                                  | 117    
|Capitalized   dividends on FHLB stock                                               |  |                                  | (87    
|Net   accretion of discount on time deposits                                        |  |                                  | 31     
|Net   accretion of discount on debt                                                 |  |                                  | 2      
|Loss on securities available for sale                                               |  |                                  | 1      
|Gain   on loans held for sale                                                       |  |                                  | (20    
|Other   asset sales (gains)/losses                                                  |  |                                  | 190    
|Earnings   (loss) of noncontrolling interest                                        |  |                                  | 9      
|Deferred   income taxes                                                             |  |                                  | (258   
|(Increase)   decrease in:                                                           |  |                                  |        
|Accrued   interest receivable                                                       |  |                                  | (71    
|Cash   surrender value of bank owned life insurance                                 |  |                                  | (128   
|Loans   held for sale                                                               |  |                                  | (1,739 
|Other   assets                                                                      |  |                                  | 502    
|Increase   (decrease) in:                                                           |  |                                  |        
|Accrued   interest payable                                                          |  |                                  | 246    
|Other   liabilities                                                                 |  |                                  | 1,130  
|                                                                                    |  |                                  |        
|Net   cash provided by operating activities                                         |  |                                  | 4,782  
|                                                                                    |  |                                  |        
|Cash flows from investing   activities:                                             |  |                                  |        
|Purchases of securities   available for sale                                        |  |                                  | (34,290
|Sales of securities   available for sale                                            |  |                                  | 8,617  
|Maturities of securities   available for sale                                       |  |                                  | 11,222 
|Redemptions of FHLB and FRB   stock, net of purchases                               |  |                                  | 95     
|Investment in First M&F   Statutory Trust I                                         |  |                                  | (928   
|Net (increase) decrease in:                                                         |  |                                  |        
|Interest   bearing bank balances                                                    |  |                                  | 505    
|Federal   funds sold                                                                |  |                                  | 1,700  
|Loans                                                                               |  |                                  | (23,160
|Bank   premises and equipment                                                       |  |                                  | (1,550 
|Proceeds from sales of   other real estate and other repossessed assets             |  |                                  | 740    
|Net cash paid in   acquisition                                                      |  |                                  | (22,838
|                                                                                    |  |                                  |        
|Net   cash used in investing activities                                             |  |                                  | (59,887
|                                                                                    |  |                                  |        

7

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(Continued)

FIRST M & F CORPORATION AND SUBSIDIARY

Consolidated Statements of Cash Flows (Unaudited)

|                                                     |  | Three   Months Ended    March 31 |        
|---------------------------------------------------- |  | -------------------------------- | -------
|                                                     |  |                                  |        
|(Dollars in thousands)                               |  | 2006                             |        
|                                                     |  |                                  |        
|Cash flows from financing   activities:              |  |                                  |        
|Net increase in deposits                             |  | $                                | 54,212 
|Net increase (decrease) in   short-term borrowings   |  |                                  | (12,040
|Proceeds from other   borrowings                     |  |                                  | 12,700 
|Repayments of other   borrowings                     |  |                                  | (29,690
|Proceeds from issuance of   junior subordinated debt |  |                                  | 30,928 
|Earnings distributions to   noncontrolling interests |  |                                  | (9     
|Cash dividends                                       |  |                                  | (1,184 
|Common shares issued                                 |  |                                  | 85     
|Common shares repurchased                            |  |                                  |       
|Tax benefits on stock   option transactions          |  |                                  | 14     
|                                                     |  |                                  |        
|Net   cash provided by financing activities          |  |                                  | 55,016 
|                                                     |  |                                  |        
|Net   decrease in cash and due from banks            |  |                                  | (89    
|Cash and due from banks at   January 1               |  |                                  | 56,398 
|                                                     |  |                                  |        
|Cash and due from banks at   March 31                |  | $                                | 56,309 
|                                                     |  |                                  |        
|Total interest paid                                  |  | $                                | 7,677  
|Total income taxes paid                              |  |                                  | 800    
|Income tax refunds received                          |  |                                  |       
|Transfers of loans to   foreclosed property          |  |                                  | 545    
|                                                     |  |                                  |        
|Fair value of identifiable   assets acquired         |  | $                                | 180,738
|Goodwill recorded                                    |  |                                  | 14,487 
|Cash paid for Columbiana   Bancshares stock          |  |                                  | (31,274
|                                                     |  |                                  |        
|Liabilities assumed in   acquisition                 |  | $                                | 163,951
|                                                     |  |                                  |        

The accompanying notes are an integral part of these financial statements.

8

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FIRST M & F CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 1:  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The condensed consolidated financial statements of First M & F Corporation include the financial statements of Merchants and Farmers Bank, a wholly owned subsidiary, and the Banks wholly owned subsidiaries, First M & F Insurance Company, Inc., M & F Financial Services, Inc., M & F Bank Securities Corporation, M & F
Insurance Agency, Inc., M & F Insurance Group, Inc., and M & F Business Credit, Inc. The consolidated financial statements also include the Banks 51% ownership in Merchants Financial Services, LLC, an accounts receivable financing business, and the Banks 55% ownership in MS Statewide Title, LLC, a title insurance agency. Certain reclassifications have been made to the 2005 financial statements to be consistent with the 2006 presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on form 10-K for the year ended December 31, 2005.

Note 2:  Acquisitions

On February 17, 2006, the Company acquired Columbiana Bancshares, Inc. of Columbiana, Alabama and its wholly owned subsidiary First National Bank of Shelby County. The acquisition executes part of a strategy of the Company to expand into Alabama and Tennessee. The attractiveness of the Birmingham and surrounding markets compels entrants to pay a premium to gain access to those markets, resulting in goodwill related to acquisitions of financial institutions with operations based there. The Company paid $31.274 million for all of the shares of Columbiana Bancshares. Included in the cash paid was a payment of $2.5 million to an escrow fund to settle contingent claims related to the legacy Columbiana Bancshares and First National Bank of Shelby County operations. Any remaining funds after settlements will be paid to the former Columbiana Bancshares stockholders. Results of operation include the revenues and expenses of the acquired operation from the acquisition date
forward. The goodwill recognized is not deductible for income tax purposes. The core deposit intangible asset is being amortized over 15 years.

The cost of the acquisition and allocation of the purchase price are provided in the table below.

|(Dollars in thousands)                                                |  |   |         |  |   |         | 
|--------------------------------------------------------------------- |  | - | ------- |  | - | ------- | 
|                                                                      |  |   |         |  |   |         | 
|Cash paid to Columbiana   Bancshares shareholders                     |  |   |         |  | $ | 28,525  | 
|Cash paid to contingent   obligation escrow on behalf of shareholders |  |   |         |  |   | 2,500   | 
|Direct acquisition costs                                              |  |   |         |  |   | 249     | 
|                                                                      |  |   |         |  |   |         | 
|Total   cost of acquisition                                           |  |   |         |  |   | 31,274  | 
|                                                                      |  |   |         |  |   |         | 
|Assets acquired at fair   value:                                      |  |   |         |  |   |         | 
|Cash and due from banks                                               |  | $ | 8,436   |  |   |         | 
|Short-term interest-bearing   funds                                   |  |   | 10,882  |  |   |         | 
|Securities available for   sale                                       |  |   | 42,126  |  |   |         | 
|Loans, net                                                            |  |   | 98,415  |  |   |         | 
|Premises and equipment                                                |  |   | 8,625   |  |   |         | 
|Other real estate                                                     |  |   | 1,271   |  |   |         | 
|Bank owned life insurance                                             |  |   | 3,991   |  |   |         | 
|Core deposit intangible   asset                                       |  |   | 4,834   |  |   |         | 
|Other assets                                                          |  |   | 2,158   |  |   |         | 
|                                                                      |  |   |         |  |   | 180,738 | 
|Liabilities assumed at fair   value:                                  |  |   |         |  |   |         | 
|Deposits                                                              |  |   | 139,080 |  |   |         | 
|Other borrowings                                                      |  |   | 23,014  |  |   |         | 
|Other liabilities                                                     |  |   | 1,857   |  |   |         | 
|                                                                      |  |   |         |  |   | 163,951 | 
|                                                                      |  |   |         |  |   |         | 
|Net assets acquired                                                   |  |   |         |  |   | 16,787  | 
|                                                                      |  |   |         |  |   |         | 
|Goodwill                                                              |  |   |         |  | $ | 14,487  | 
|                                                                      |  |   |         |  |   |         | 

9

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FIRST M & F CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 2:  (Continued)

The following condensed combined financial information presents results of operations of the Company as if the acquisition had taken place on January 1, 2005.

|                                                                                                |  | Three   Months Ended    March 31 |       
|----------------------------------------------------------------------------------------------- |  | -------------------------------- | ------
|                                                                                                |  |                                  |       
|(Dollars in thousands, except per share data)                                                   |  | 2006                             |       
|                                                                                                |  |                                  |       
|Interest income                                                                                 |  | $                                | 21,849
|Interest expense                                                                                |  |                                  | 8,720 
|                                                                                                |  |                                  |       
|Net   interest income                                                                           |  |                                  | 13,129
|Provision for loan losses                                                                       |  |                                  | 1,582 
|                                                                                                |  |                                  |       
|Net   interest income after provision for loan losses                                           |  |                                  | 11,547
|                                                                                                |  |                                  |       
|Noninterest income                                                                              |  |                                  | 4,499 
|Noninterest expense                                                                             |  |                                  | 13,431
|                                                                                                |  |                                  |       
|Income   before income taxes and noncontrolling interests                                       |  |                                  | 2,615 
|Income taxes                                                                                    |  |                                  | 818   
|Noncontrolling interest in   earnings (losses) of subsidiaries                                  |  |                                  | 6     
|                                                                                                |  |                                  |       
|Net   income                                                                                    |  | $                                | 1,791 
|                                                                                                |  |                                  |       
|Basic   earnings per share                                                                      |  | $                                | .40   
|Diluted   earnings per share                                                                    |  | $                                | .40   
|                                                                                                |  |                                  |       
|Purchase adjustment and core   deposit amortization included in pro forma net income before tax |  | $                                | 170   
|Estimated financing costs   included in pro forma net income before tax                         |  |                                  | 490   
|                                                                                                |  |                                  |       
|Significant nonrecurring   expense items of Columbiana Bancshares interim period:               |  |                                  |       
|Provision for loan losses                                                                       |  | $                                | 629   
|                                                                                                |  |                                  |       
|Data processing contract   termination fee                                                      |  |                                  | 576   
|Columbiana investment   banking fees                                                            |  |                                  | 249   
|Accelerated amortization of   prepaid assets                                                    |  |                                  | 240   
|Impairment of affordable   housing investment                                                   |  |                                  | 144   
|                                                                                                |  |                                  |       
|Noninterest   expense items                                                                     |  | $                                | 1,209 
|                                                                                                |  |                                  |       
|Columbiana net loan   charge-offs in interim period                                             |  | $                                | 803   
|                                                                                                |  |                                  |       

Pending Acquisition

On October 12, 2005 the Company announced the signing of a definitive agreement to acquire Crockett County Bancshares of Bells, Tennessee. Crockett County Bancshares is the parent of Bells Banking Company which has approximately $32 million in total assets. The Company will pay approximately $7.4 million in cash for all outstanding shares of Crockett County Bancshares. The transaction is subject to the approval of the stockholders of Crockett County Bancshares and banking regulators and is expected to close in the second quarter of 2006.

10

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FIRST M & F CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 3:  Earnings Per Share

|                                                                                                |  | Three   Months Ended    March 31 |          
|----------------------------------------------------------------------------------------------- |  | -------------------------------- | ---------
|                                                                                                |  |                                  |          
|(Dollars in thousands, except per share data)                                                   |  | 2006                             |          
|                                                                                                |  |                                  |          
|Net income                                                                                      |  | $                                | 3,270    
|                                                                                                |  |                                  |          
|Weighted average shares   outstanding                                                           |  |                                  | 4,496,771
|Add dilutive effect of   share-based  compensation instruments                                  |  |                                  | 16,299   
|                                                                                                |  |                                  |          
|Adjusted   dilutive shares outstanding                                                          |  |                                  | 4,513,070
|                                                                                                |  |                                  |          
|Earnings per share:                                                                             |  |                                  |          
|Basic                                                                                           |  | $                                | .73      
|Diluted                                                                                         |  | $                                | .73      
|                                                                                                |  |                                  |          
|Stock options and stock   awards not included in  adjusted   shares due to anti-dilutive effect |  |                                  | 1,206    

Note 4: Loans

The composition of the loan portfolio is shown in the table below:

|                                         |  | March 31 |           | December 31   2005 |  
|---------------------------------------- |  | -------- | --------- | ------------------ | -
|                                         |  |          |           |                   
|(Dollars in thousands)                   |  | 2006     |           | 2005               |  
|                                         |  |          |           |                    |  
|Commercial, financial and   agricultural |  | $        | 161,215   |                    | $
|Non-residential real estate              |  |          | 578,475   |                    |  
|Residential real estate                  |  |          | 220,115   |                    |  
|Home equity loans                        |  |          | 40,966    |                    |  
|Consumer loans                           |  |          | 50,048    |                    |  
|Other loans                              |  |          | 4,879     |                    |  
|                                         |  |          |           |                    |  
|Total loans                              |  | $        | 1,055,698 |                    | $
|                                         |  |          |           |                    |  

The following table is a summary of the activity in the Allowance for Loan Losses for the first three months of 2006 and 2005.

|                           |  | Three   Months Ended    March 31 |       
|-------------------------- |  | -------------------------------- | ------
|                           |  |                                  |       
|(Dollars in thousands)     |  | 2006                             |       
|                           |  |                                  |       
|Balance at January 1       |  | $                                | 12,449
|Allowance from acquisition |  |                                  | 2,030 
|Loans charged off          |  |                                  | (424  
|Recoveries                 |  |                                  | 174   
|                           |  |                                  |       
|Net   charge-offs          |  |                                  | (250  
|                           |  |                                  |       
|Provision for loan losses  |  |                                  | 953   
|                           |  |                                  |       
|Balance at March 31        |  | $                                | 15,182
|                           |  |                                  |       

11

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FIRST M & F CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 5:  Goodwill and Other Intangible Assets

Following is a summary of intangible assets, net of accumulated amortization, included in the Consolidated Statements of Condition:

|(Dollars in thousands)       |  | Goodwill |        | Core    Deposits |   | Customer    Renewal Lists |   | Noncompete    Agreements |    
|---------------------------- |  | -------- | ------ | ---------------- | - | ------------------------- | - | ------------------------ | ---
|                             |  |          |        |                  |   |                           |   |                          |    
|Balance at December 31, 2004 |  | $        | 16,348 |                  | $ |                          |   | $                        | 262
|Amortization expense         |  |          |       |                  |   |                          |   |                          | (7 
|                             |  |          |        |                  |   |                           |   |                          |    
|Balance at March 31, 2005    |  | $        | 16,348 |                  | $ |                          |   | $                        | 255
|                             |  |          |        |                  |   |                           |   |                          |    
|Balance at December 31, 2005 |  | $        | 16,348 |                  | $ |                          |   | $                        | 234
|Addition due to acquisition  |  |          | 14,487 |                  |   | 4,834                     |   |                          |   
|Amortization expense         |  |          |       |                  |   | (32                       | ) |                          | (6 
|                             |  |          |        |                  |   |                           |   |                          |    
|Balance at March 31, 2006    |  | $        | 30,835 |                  | $ | 4,802                     |   | $                        | 228
|                             |  |          |        |                  |   |                           |   |                          |    

Amortization expense related to intangible assets is expected to be $117 thousand for the remainder of 2006. Amortization expense is expected to be $162 thousand per year for the years 2007 through 2009, $148 thousand for the year 2010 and $135 thousand in 2011.

Note 6:  Variable Interest Entity And Borrowing Arrangements

The following is a summary of other borrowings at March 31, 2006 and 2005:

|(Dollars in Thousands)                                                                                                                                                                                      |  | 2006 |         | 2005 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | -
|                                                                                                                                                                                                            |  |      |         |      |  
|Companys line of credit in   the amount of $15,000,000, maturing in May 2009; secured by approximately 29%   of the Banks common stock; interest payable quarterly at .75% below the   lenders base rate |  | $    | 5,341   |      | $
|Banks advances from Federal   Home Loan Banks, net of unamortized purchase accounting adjustments of $145   and $0                                                                                         |  |      | 149,178 |      |  
|Other note payable of   M&F Insurance Group, Inc.                                                                                                                                                           |  |      | 40      |      |  
|                                                                                                                                                                                                            |  |      |         |      |  
|                                                                                                                                                                                                            |  | $    | 154,559 |      | $
|                                                                                                                                                                                                            |  |      |         |      |  
|Companys junior   subordinated debentures, interest payable quarterly at 6.44% through March   2011, payable quarterly at 90-day LIBOR plus 1.33% through March 2036;   redeemable after March 2011        |  | $    | 30,928  |      |  
|                                                                                                                                                                                                            |  |      |         |      |  

The Bank has advances from the Federal Home Loan Bank of Dallas (FHLB) under Blanket Agreements for Advances and Security Agreements.  These agreements allow the Bank to borrow funds from the FHLB to fund mortgage loan programs and to satisfy certain other funding needs.  The value of mortgage-backed securities and mortgage loans pledged under these agreements must be maintained at not less than 115% and 150%, respectively, of the advances outstanding.

In February 2006 the Company issued $30.928 million in fixed/floating rate junior subordinated deferrable interest debentures to First M&F Statutory Trust I. The Company received $30.000 million in cash and $928 thousand of common securities from the Trust. The debentures mature in March 2036 and interest is payable quarterly.

First M&F Statutory Trust I is a variable interest entity. A determination has been made that the Company, since its equity interest is not at risk, is not the primary beneficiary and therefore, the Trust is not consolidated with the Companys financial statements.

12

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FIRST M & F CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 7:  Pension and Other Employee Benefit Plans

As discussed in Note 10 to the December 31, 2005 financial statements, the Bank has a defined benefit pension plan covering substantially all full time employees of the Bank and its subsidiaries. The following is a summary of the components of net periodic benefit costs for the three month periods ended March 31, 2006 and 2005:

|                                      |  | Three   Months Ended

March 31 |     
|------------------------------------- |  | ------------------------------ | ----
|                                      |  |                                |     
|(Dollars in Thousands)                |  | 2006                           |     
|                                      |  |                                |     
|Service cost                          |  | $                              |    
|Interest cost                         |  |                                | 114 
|Expected return on plan   assets      |  |                                | (127
|Amortization of transition   asset    |  |                                | (2  
|Amortization of prior   service costs |  |                                | (9  
|Recognized actuarial (gain)   loss    |  |                                | 66  
|                                      |  |                                |     
|Net pension cost                      |  | $                              | 42  
|                                      |  |                                |     

The Company did not make any contributions to the pension plan during the first quarters of 2005 and 2006. The Company expects to make contributions of approximately $300 thousand during 2006.

Other liabilities on the Consolidated
Statements of Condition include an accrued benefit liability of $3.415 million
at March 31, 2006 and December 31, 2005 and for $2.935 million at March 31, 2005
related to the unfunded minimum liability of the Companys defined benefit
pension plan.

The Company made no contributions to the ESOP and $92 thousand in matching contributions to the 401k plan during the first quarter of 2006. The Company made $75 thousand in contributions to the ESOP and $88 thousand in matching contributions to the 401k plan for the first quarter of 2005.

Note 8:  Share-based Compensation

The Company adopted Statement of Financial Accounting Standards (SFAS) 123 (revised 2004), Share-Based Payment, as of July 1, 2005. SFAS No. 123R requires the use of the fair value method of accounting for stock-based compensation. The Company adopted the modified prospective method of transition whereby stock-based compensation expense is recognized prospectively for all stock-based awards that were not fully vested as of the date of adoption of the Statement, and for all awards issued thereafter.

Through June 30, 2005 the Company accounted for its stock-based employee compensation plans based on the intrinsic value method provided in Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. Because the exercise price of the Companys employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense was recognized on option plans.

13

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FIRST M & F CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 8:  (Continued)

Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, requires pro forma disclosures for net income and earnings per share for companies not adopting its fair value accounting method for stock-based employee compensation. SFAS No. 123R requires that these disclosures be made for all periods for which SFAS No. 123R is not retrospectively applied. The pro forma disclosures required by SFAS No. 123 are shown below using the fair value method of SFAS No. 123R to measure compensation expense for stock-based employee compensation plans.

|                                                                                        |  | Three   Months Ended

March 31 |      
|--------------------------------------------------------------------------------------- |  | ------------------------------ | -----
|                                                                                        |  |                                |      
|(Dollars in thousands, except per share data)                                           |  | 2006                           |      
|                                                                                        |  |                                |      
|Net income, as reported                                                                 |  | $                              | 3,270
|Add: Stock option expense   recognized, net of taxes                                    |  |                                | 3    
|Restricted   stock award expense recognized, net of taxes                               |  |                                | 45   
|Less: Total stock option   expense determined under the fair value method, net of taxes |  |                                | 3    
|Restricted   stock award expense, net of taxes                                          |  |                                | 45   
|                                                                                        |  |                                |      
|Pro forma net income                                                                    |  | $                              | 3,270
|                                                                                        |  |                                |      
|Earnings per share:                                                                     |  |                                |      
|Basic    as reported                                                                   |  | $                              | .73  
|Basic    pro forma                                                                     |  | $                              | .73  
|Diluted    as reported                                                                 |  | $                              | .73  
|Diluted    pro forma                                                                   |  | $                              | .73  
|                                                                                        |  |                                |      

The fair value of stock options granted was estimated at the date of grant using the Black-Scholes option pricing model.

The following table is a summary of outstanding options and weighted average exercise prices.

|                                                 |  | Three Months Ended March 31 |        
|------------------------------------------------ |  | --------------------------- | -------
|                                                 |  |                             |        
|                                                 |  | 2006                        |        
|                                                 |  |                             |        
|(Dollars in Thousands)                           |  | Number                      |        
|                                                 |  |                             |        
|January 1                                        |  |                             | 119,685
|Exercised                                        |  |                             | (3,204 
|Expired                                          |  |                             |       
|Granted                                          |  |                             |       
|                                                 |  |                             |        
|March 31                                         |  |                             | 116,481
|                                                 |  |                             |        
|Exercisable at March 31, 2006                    |  |                             | 107,781
|Available for additional grant at March 31, 2006 |  |                             | 200,000

The Company estimates a forfeiture rate of 9.45% (1.89% annual rate) for stock options issued to employees and a forfeiture rate of 5.45% (1.09% annual rate) for stock options issued to directors in determining net compensation costs that are recognized beginning with the third quarter of 2005 and prospectively.

In August 2005 the Company issued 38,383 restricted stock awards at a grant date fair value of $34.15 to certain senior officers of the Company. Substantially all of the shares vest in seven (7) years and are potentially forfeitable until the vesting date. Additionally the shares include a performance condition that may accelerate vesting at the achievement of a diluted earnings per share and net income target. Non-achievement of the performance condition during the seven (7) year vesting period would not prevent vesting of the shares. In December 2005 the Company issued 18,500 restricted stock awards at a grant date fair value of $33.71 to certain senior and executive officers of the Bank. 12,500 of the shares vest in seven (7) years with 3,000 shares vesting in five (5) years and 3,000 shares vesting in three (3) years. The share awards issued in December have the same potential acceleration criteria as the awards issued in August. At March 31, 2006 there was
$1.770 million in unrecognized compensation cost. The Company estimates that 4.00% (.57% annual rate) of the nonvested shares will be forfeited in determining net compensation expenses recognized.

14

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FIRST M & F CORPORATION AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 9: Subsequent Event

On April 21, 2006 the Company announced that it would transact a 2-for-1 stock split in the form of a 100% stock dividend. The record date of the stock split is May 1, 2006 and the payment date will be May 15, 2006.

15

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Report of Independent Registered Public Accounting Firm

The Board of Directors First M & F Corporation Kosciusko, Mississippi

We have reviewed the accompanying consolidated statements of condition of First M & F Corporation and subsidiary as of March 31, 2006 and 2005, and the related consolidated statements of income, comprehensive income, stockholders equity and cash flows for the three-month periods ended March 31, 2006 and 2005. These financial statements are the responsibility of the Companys management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of condition of First M & F Corporation and subsidiary as of December 31, 2005, and the related consolidated statements of income, comprehensive income, stockholders equity and cash flows for the year then ended (not presented herein) and in our report dated February 3, 2006, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of condition as of December 31, 2005 is fairly stated, in all material respects, in relation to the consolidated statement of condition from which it has been derived.

/s/  Shearer, Taylor & Co., P.A.

Ridgeland, Mississippi May 3, 2006

16

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FIRST M & F CORPORATION

Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations

The following provides a narrative discussion and analysis of significant changes in the Companys results of operations and financial condition. This discussion should be read in conjunction with the interim consolidated financial statements and supplemental financial data presented elsewhere in this report.

Forward Looking Statements

Certain of the information included in this discussion contains forward looking financial data and information that is based upon managements belief as well as certain assumptions made by, and information currently available to management. Specifically, this discussion includes statements with respect to the adequacy of the allowance for loan losses, the effect of legal proceedings on the Companys financial condition, results of operations and liquidity, and market risk disclosures. Should one or more of these risks materialize or the assumptions prove to be significantly different, actual results may vary from those estimated, anticipated, projected or expected. For instance, if the economy deteriorated and real estate values became depressed, the approximately 77% of the Companys loan portfolio that is secured by real estate could come under stress, thus possibly requiring additional loan loss accruals. The Company may not be able to dispose of
its foreclosed real estate at prices above the properties carrying values, thus causing additional losses. Unfavorable judgments in excess of accrued liabilities related to ongoing litigation may result in additional expenses. Unanticipated catastrophic loss claims could occur that would reduce or eliminate the profit sharing revenues of the insurance agencies. Such claims may also affect the availability of insurance products for certain classes of customers, thereby reducing commission revenues available to the agencies. A severe slowing of the economy may affect the ability of the Companys customers to make timely loan payments, or may cause customers to use up deposit balances, thereby causing a potential strain on the Companys liquidity. A much steeper than anticipated increase in interest rates could cause the Companys net interest margins to decrease, thereby decreasing net interest revenues. Mortgage originations, and therefore mortgage revenues, would be hurt by
steeply rising interest rates. A poor stock market could reduce brokerage transactions, therefore reducing investment brokerage revenues. An unanticipated increase in inflation could cause the Companys operating costs related to salaries, technology, supplies and property taxes to increase. Unforeseen new competition from outside the traditional financial services industry could constrain the Companys ability to price its products profitably. Investments in the portfolio of the Companys pension plan may not provide adequate returns to fund the accumulated and projected plan obligations, thus causing higher annual plan expenses and requiring additional contributions by the Company. These examples are not intended to be exhaustive, and describe events, circumstances and contingencies that may never materialize. Nevertheless, the reader is cautioned that such types of occurrences, usually outside of the control of the Company, may cause financial results to be different than the reader
or the Companys management had originally estimated.

Financial Summary

Net income for the first quarter of 2006 was $3.270 million, or $.73 basic and diluted earnings per share as compared to $3.198 million, or $.71 basic and diluted earnings per share for the same period in 2005 and $3.065 million or $.68 basic and diluted earnings per share for the fourth quarter of 2005. Major factors contributing to the increased earnings were (1) strong loan growth throughout 2005 combined with solid deposit growth in the fourth  quarter of 2005,  (2) a stable net interest margin during  2005 and the first quarter of 2006 despite a difficult rate environment and (3) the acquisition and integration of Columbiana Bancshares, Inc. and its bank subsidiary, First National Bank of Shelby County.

17

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FIRST M & F CORPORATION

Highlights for the first three months of 2006 and 2005 are as follows:

| |  | Return on assets for the first three months of 2006   was .94% while the return on equity was 11.05%.  Return on assets for the first three months of 2005 was 1.09%   and return on equity was 11.20%.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The largest contributors to year-over-year loan   growth were DeSoto County, Madison County, Jackson, MS and Memphis, TN and   the acquisition of First National Bank of Shelby County.                
| |  | Nonperforming loans were .40% of total loans at   March 31, 2006 with annualized net charge-offs as a percentage of average   loans at .10% for the first three months of 2006.                        
| |  | Completed construction on a banking location in   Madison, Mississippi, scheduled to open in April, 2006                                                                                               
| |  | Acquired Columbiana Bancshares, Inc. and its   subsidiary, First National Bank of Shelby County and merged them into the   Company and M&F Bank, respectively                                          
| |  | Issued $30 million in Trust Preferred securities in   February, 2006                                                                                                                                   

18

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FIRST M & F CORPORATION

The following table shows the quarterly net loan, non-interest bearing deposit, and interest bearing deposit growth for the last five quarters.

(Net change, in thousands)

|Quarter           |  |   | Loans   |  |   | Non-Interest   Bearing Deposits |   |   | Interest   Bearing Deposits |  
|----------------- |  | - | ------- |  | - | ------------------------------- | - | - | --------------------------- | -
|                  |  |   |         |  |   |                                 |   |   |                             |  
|1st Qtr 2005      |  | $ | 17,032  |  | $ | (1,597                          | ) | $ | 85,207                      |  
|2nd Qtr 2005      |  |   | 26,368  |  |   | (157                            | ) |   | (6,370                      | )
|3rd Qtr 2005      |  |   | 49,397  |  |   | 11,978                          |   |   | (16,176                     | )
|4th Qtr 2005      |  |   | 7,797   |  |   | 16,237                          |   |   | 7,285                       |  
|1st Qtr 2006      |  |   | 122,619 |  |   | 28,328                          |   |   | 164,996                     |  
|1st Qtr 2006 adj. |  |   | 22,173  |  |   | (2,200                          | ) |   | 56,444                      |  

1st Qtr adj. is the first quarter growth exclusive of acquisition balances

The following table shows the quarterly net interest income, loan loss accruals, non-interest income and non-interest expense amounts for the last five quarters.

(Net amount, in thousands)

|Quarter      |  | Net   Interest   Income |        | Loan Loss   Accruals |   | Non-Interest   Income |  | Non-Interest   Expense |      
|------------ |  | ----------------------- | ------ | -------------------- | - | --------------------- |  | ---------------------- | -----
|             |  |                         |        |                      |   |                       |  |                        |      
|1st Qtr 2005 |  | $                       | 10,677 |                      | $ | 871                   |  | $                      | 4,105
|2nd Qtr 2005 |  |                         | 10,935 |                      |   | 818                   |  |                        | 4,015
|3rd Qtr 2005 |  |                         | 11,101 |                      |   | 767                   |  |                        | 4,466
|4th Qtr 2005 |  |                         | 11,775 |                      |   | 690                   |  |                        | 3,815
|1st Qtr 2006 |  |                         | 12,511 |                      |   | 953                   |  |                        | 4,283

The following table shows the components of diluted earnings per share for the last five quarters:

|                        |  | 1st   Qtr  2006 |      | 4th Qtr   2005 |   |      | 3rd Qtr   2005 |   |      | 2nd Qtr   2005 |   |      | 1st Qtr,   2005 |  
|----------------------- |  | --------------- | ---- | -------------- | - | ---- | -------------- | - | ---- | -------------- | - | ---- | --------------- | -
|                        |  |                 |      |                |   |      |                |   |      |                |   |      |                 |  
|Net   interest income   |  | $               | 2.77 |                | $ | 2.61 |                | $ | 2.47 |                | $ | 2.42 |                 | $
|Loan loss expense       |  |                 | .21  |                |   | .15  |                |   | .17  |                |   | .18  |                 |  
|Noninterest income      |  |                 | .95  |                |   | .85  |                |   | .99  |                |   | .89  |                 |  
|Noninterest expense     |  |                 | 2.43 |                |   | 2.30 |                |   | 2.21 |                |   | 2.14 |                 |  
|                        |  |                 |      |                |   |      |                |   |      |                |   |      |                 |  
|Net income before taxes |  |                 | 1.08 |                |   | 1.01 |                |   | 1.08 |                |   | .99  |                 |  
|Income taxes            |  |                 | .35  |                |   | .33  |                |   | .35  |                |   | .32  |                 |  
|                        |  |                 |      |                |   |      |                |   |      |                |   |      |                 |  
|Net income              |  | $               | .73  |                | $ | .68  |                | $ | .73  |                | $ | .67  |                 | $

19

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FIRST M & F CORPORATION

The following table shows performance ratios for the last five quarters:

|                                                           |  | 1st Qtr   2006 |       | 4th Qtr   2005 |  | 3rd Qtr   2005 |   | 2nd Qtr   2005 |       | 1st Qtr   2005 | 
|---------------------------------------------------------- |  | -------------- | ----- | -------------- |  | -------------- | - | -------------- | ----- | -------------- | 
|                                                           |  |                |       |                |  |                |   |                |       |                | 
|Net interest margin                                        |  |                | 4.11  | %              |  | 4.26           | % |                | 4.15  | %              | 
|Efficiency ratio                                           |  |                | 64.28 |                |  | 65.20          |   |                | 62.46 |                | 
|Return on assets                                           |  |                | .94   |                |  | .98            |   |                | 1.08  |                | 
|Return on equity                                           |  |                | 11.05 |                |  | 10.45          |   |                | 11.28 |                | 
|Noninterest income to avg.   assets                        |  |                | 1.24  |                |  | 1.22           |   |                | 1.47  |                | 
|Noninterest income to   revenues (1)                       |  |                | 25.04 |                |  | 23.99          |   |                | 28.11 |                | 
|Noninterest expense to avg   assets                        |  |                | 3.17  |                |  | 3.32           |   |                | 3.27  |                | 
|Salaries and benefits to   total noninterest expense       |  |                | 57.15 |                |  | 58.15          |   |                | 60.07 |                | 
|Contribution margin (2)                                    |  |                | 63.27 |                |  | 62.09          |   |                | 62.48 |                | 
|Nonperforming loans to   loans                             |  |                | .40   |                |  | .20            |   |                | .22   |                | 
|Annualized net charge offs   as a percent of average loans |  |                | .10   |                |  | .28            |   |                | .28   |                | 

|   
|---
|(1)
|(2)

The following table shows revenue related performance statistics for the last five quarters:

(Amounts in thousands)

|                                                 |  | 1st Qtr   2006 |        | 4th Qtr   2005 |   | 3rd Qtr   2005 |  | 2nd Qtr   2005 |        | 1st Qtr   2005 |  
|------------------------------------------------ |  | -------------- | ------ | -------------- | - | -------------- |  | -------------- | ------ | -------------- | -
|                                                 |  |                |        |                |   |                |  |                |        |                |  
|Mortgage originations                            |  | $              | 14,054 |                | $ | 13,080         |  | $              | 18,889 |                | $
|Commissions from annuity   sales                 |  |                | 41     |                |   | 42             |  |                | 70     |                |  
|Trust revenues                                   |  |                | 99     |                |   | 83             |  |                | 63     |                |  
|Retail investment revenues                       |  |                | 59     |                |   | 49             |  |                | 52     |                |  
|Revenues per FTE employee                        |  |                | 33     |                |   | 33             |  |                | 34     |                |  
|Agency commissions per   agency FTE employee (1) |  |                | 21     |                |   | 20             |  |                | 21     |                |  

|   
|---
|(1)

The following table shows additional statistics for the Company at the end of the last five quarters:

|                                                                 |  | 1st Qtr   2006 |        | 4th Qtr 2005 |  | 3rd Qtr   2005 |  | 2nd Qtr   2005 |        | 1st Qtr   2005 | 
|---------------------------------------------------------------- |  | -------------- | ------ | ------------ |  | -------------- |  | -------------- | ------ | -------------- | 
|                                                                 |  |                |        |              |  |                |  |                |        |                | 
|Full-time equivalent   employees                                 |  |                | 541    |              |  | 472            |  |                | 477    |                | 
|Number of   noninterest-bearing deposit accounts                 |  |                | 36,498 |              |  | 32,273         |  |                | 32,036 |                | 
|Noninterest-bearing deposit   accounts, adjusted for acquisition |  |                | 32,849 |              |  |                |  |                |        |                | 

20

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FIRST M & F CORPORATION

Net Interest Income

Net interest income before loan loss expenses for the first quarter of 2006 was $12.511 million as compared to $11.775 million for the fourth quarter of 2005 and $10.677 million for the first quarter of 2005. Earning asset yields increased by 69  basis points from 5.97% in the first quarter of 2005 to 6.66% in the first quarter of 2006. Liability costs increased by 81  basis points from 2.13% in the first quarter of 2005 to 2.94% in the first quarter of 2006. This caused the spread between earning asset yields and liability costs to decrease by 12 basis points from the first quarter of 2005. However, the net interest margin dropped by 2  basis points for the same periods. This smaller decrease was the result of organic loan and noninterest-bearing deposit growth as well as loan and deposit growth arising from the Companys acquisition in mid-February of Columbiana Bancshares/FNB of Shelby County. Average loans as a percent of average earning
assets  were 84.65% in the first quarter of 2006 up from  79.16% in the first quarter of 2005. Average interest-bearing liabilities as a percent of average earning assets increased from 86.12% in the first quarter of 2005 to 86.67% in the first quarter of 2006. Average noninterest-bearing deposits grew by 30.27% from the first quarter of 2005 to the first quarter of 2006. Average noninterest-bearing deposits as a percent of average earning assets also increased, from 12.79% in the first quarter of 2005 to 14.23% in the first quarter of 2006. The acquisition of FNB of Shelby County increased average loans and deposits for the quarter by $46.3 million and $64.8 million respectively.  Noninterest-bearing deposits were increased by the merger by $13.6 million on average.

The interest rate environment continues to present a challenge as the yield curve has remained flat.  The effect of this trend has been exacerbated by a very competitive market for interest-bearing deposits, generally on the short end of the yield curve, and for fixed-rate loans which generally fall on the longer end of the yield curve. Deposit costs have increased from 1.88% for the first quarter of 2005 to 2.61% for the first quarter of 2006 while loan yields have increased from 6.39% to 7.15% for the same periods.

The following table shows the components of the net interest margin for the first quarters of 2006 and 2005 and the fourth quarter of 2005:

|                                          |  | 1st   Quarter, 2006 |      | Yields/Costs      4th Quarter, 2005 |  | 1st   Quarter, 2005 |  
|----------------------------------------- |  | ------------------- | ---- | ----------------------------------- |  | ------------------- | -
|                                          |  |                     |      |                                     |  |                     |  
|Interest bearing bank   balances          |  |                     | 5.00 | %                                   |  | 7.47                | %
|Federal funds sold                        |  |                     | 3.88 |                                     |  | 3.87                |  
|Taxable investments                       |  |                     | 4.47 |                                     |  | 4.27                |  
|Tax-exempt investments                    |  |                     | 6.25 |                                     |  | 6.38                |  
|Loans held for sale                       |  |                     | 3.32 |                                     |  | 3.83                |  
|Loans held for investment                 |  |                     | 7.15 |                                     |  | 7.01                |  
|                                          |  |                     |      |                                     |  |                     |  
|Earning   asset yield                     |  |                     | 6.66 |                                     |  | 6.62                |  
|Interest checking                         |  |                     | 1.48 |                                     |  | 1.48                |  
|Money market deposits                     |  |                     | 1.54 |                                     |  | 1.50                |  
|Savings                                   |  |                     | 2.01 |                                     |  | 2.06                |  
|Certificates of deposit                   |  |                     | 3.57 |                                     |  | 3.30                |  
|Short-term borrowings                     |  |                     | 5.03 |                                     |  | 4.11                |  
|Other borrowings                          |  |                     | 4.51 |                                     |  | 4.15                |  
|                                          |  |                     |      |                                     |  |                     |  
|Cost   of interest-bearing liabilities    |  |                     | 2.94 |                                     |  | 2.76                |  
|                                          |  |                     |      |                                     |  |                     |  
|Net interest spread                       |  |                     | 3.72 |                                     |  | 3.86                |  
|Effect of non-interest   bearing deposits |  |                     | .41  |                                     |  | .38                 |  
|Effect of leverage                        |  |                     | (.02 | )                                   |  | .02                 |  
|                                          |  |                     |      |                                     |  |                     |  
|Net   interest margin, tax-equivalent     |  |                     | 4.11 |                                     |  | 4.26                |  
|Less:   Tax equivalent adjustments:       |  |                     |      |                                     |  |                     |  
|Investments                               |  |                     | .09  |                                     |  | .10                 |  
|Loans                                     |  |                     | .01  |                                     |  | .01                 |  
|                                          |  |                     |      |                                     |  |                     |  
|Reported   book net interest margin       |  |                     | 4.01 | %                                   |  | 4.15                | %

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FIRST M & F CORPORATION

The following table shows average balance sheets for the first quarters of 2006 and 2005 and the fourth quarter of 2005:

(Amounts in thousands)

|                                         |  | 1st   Quarter, 2006 |           | 4th   Quarter, 2005 |   | 1st   Quarter, 2005 |  
|---------------------------------------- |  | ------------------- | --------- | ------------------- | - | ------------------- | -
|                                         |  |                     |           |                     |   |                     |  
|Interest bearing bank   balances         |  | $                   | 9,594     |                     | $ | 2,957               |  
|Federal funds sold                       |  |                     | 24,628    |                     |   | 1,536               |  
|Taxable investments                      |  |                     | 160,714   |                     |   | 140,641             |  
|Tax-exempt investments                   |  |                     | 49,440    |                     |   | 49,847              |  
|Loans held for sale                      |  |                     | 8,411     |                     |   | 6,352               |  
|Loans held for investment                |  |                     | 994,364   |                     |   | 934,368             |  
|                                         |  |                     |           |                     |   |                     |  
|Earning   assets                         |  |                     | 1,247,151 |                     |   | 1,135,701           |  
|Other assets                             |  |                     | 139,127   |                     |   | 115,427             |  
|                                         |  |                     |           |                     |   |                     |  
|Total   assets                           |  | $                   | 1,386,278 |                     | $ | 1,251,128           |  
|Interest checking                        |  |                     | 220,101   |                     |   | 189,590             |  
|Money market deposits                    |  |                     | 124,673   |                     |   | 121,868             |  
|Savings deposits                         |  |                     | 90,198    |                     |   | 82,406              |  
|Certificates of deposit                  |  |                     | 460,119   |                     |   | 413,030             |  
|Short-term borrowings                    |  |                     | 9,198     |                     |   | 21,838              |  
|Other borrowings                         |  |                     | 176,658   |                     |   | 144,510             |  
|                                         |  |                     |           |                     |   |                     |  
|Interest-bearing   liabilities           |  |                     | 1,080,947 |                     |   | 973,242             |  
|                                         |  |                     |           |                     |   |                     |  
|Noninterest-bearing deposits             |  |                     | 177,427   |                     |   | 151,497             |  
|Other liabilities                        |  |                     | 9,485     |                     |   | 9,097               |  
|Stockholders equity                     |  |                     | 118,419   |                     |   | 117,292             |  
|                                         |  |                     |           |                     |   |                     |  
|Liabilities   and stockholders equity   |  | $                   | 1,386,278 |                     | $ | 1,251,128           |  
|Loans to earning assets                  |  |                     | 79.73     | %                   |   | 82.27               | %
|Loans to assets                          |  |                     | 71.73     | %                   |   | 74.68               | %
|Earning assets to assets                 |  |                     | 89.96     | %                   |   | 90.77               | %
|Noninterest-bearing deposits   to assets |  |                     | 12.80     | %                   |   | 12.11               | %
|Equity to assets                         |  |                     | 8.54      | %                   |   | 9.37                | %

Management believes that the Federal Reserve will continue to raise short-term interest rates for the foreseeable future. However, management believes that market rates will continue to increase steadily rather than sharply, which should provide opportunities for rebalancing asset and liability mix and durations as needed to allow for the reasonable management of future net interest margins.

Provision for Loan Losses

The accrual for the provision for loan losses for the first quarter of 2006 was $953 thousand as compared to $871 thousand for the first quarter of 2005. The allowance for loan losses as a percentage of loans was 1.44% at March 31, 2006, 1.33% at December 31, 2005, and 1.39% at March 31, 2005. Net charge-offs were $249 thousand in the first quarter of 2006 as compared to $713 thousand for the first quarter of 2005.

Nonperforming loans as a percentage of loans increased to .40% at March 31, 2006 from .20% at December 31, 2005 and .35% at March 31, 2005. Excluding the effect of the first quarter acquisition and merger into M&F Bank of FNB of Shelby County, nonperforming loans as a percentage of loans for the first quarter of 2006 increased .05% from the fourth quarter of 2005 and decreased by .10% compared to the first quarter of 2005. Management believes that these changes represent a  positive trend in loan quality which should improve further as the acquisition is fully integrated.Management stratifies and reviews certain sectors of the portfolio to detect if there are weaknesses related to economic, environmental or other customer-specific factors. The Companys loan review personnel also monitor portfolios by geographic sector to address local credit issues expeditiously.

22

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FIRST M & F CORPORATION

Non Interest Income

Noninterest income, excluding securities transactions, for the first quarter of 2006 was $4.285 million as compared to $4.105 million for the same period in 2005. Deposit revenues improved by 32.7% as overdraft fee revenues increased by 37.9% compared to the first quarter of 2005.  Monthly service and activity fee charges increased by 3.127% in the first quarter as compared to the same period in 2005. These increases occurred in part because of the increase in service charge on savings by 3.46% from 2005 to 2006. Debit card and ATM transaction volumes continued to increase, providing a 44.15% improvement in revenues for the first quarter of 2006 over the first quarter of 2005. Mortgage banking income increased by 56.08% for the first quarter of 2006 as compared to the first quarter of 2005. Agency commission income increased by $19 thousand for the first quarter of 2006 from the first quarter of 2005.  Fiduciary and brokerage income increased by $38
thousand for the first quarter of 2006 from the first quarter of 2005.. Significant items in other income during the first three months of 2006 and 2005 were (1) profit-sharing revenues in the insurance agencies of $114 thousand in 2006 and $454 thousand in 2005, (2) Trust Department income increased by $50 thousand and  (3) losses on sales of foreclosed properties of $190 thousand in 2006 and $65 thousand in 2005.

The Company has a strategy to increase noninterest revenues as a proportion of total revenues over time. Management plans to do this by continuing to (1) emphasize fee-based services to deposit customers, (2) grow the trust and retail brokerage businesses and (3) emphasize corporate treasury and cash management services to play a vital part in the success of our commercial customers. Increased noninterest revenues would contribute to a more stable revenue base, mitigating the income statement effects of changing interest rates.

Non Interest Expense

Noninterest expenses were up by 19.37% in the first quarter of 2006 as compared to the same period in 2005. Salary and benefit expenses produced the largest increases with a 20.28% increase in the first quarter of 2006 over the same period in 2005.  The average number of full-time equivalent employees was 512 at March 31, 2006 as compared to 462 at March 31, 2005. The year-over-year increases were mainly due to the Companys mid-February acquisition of Columbiana Bancshrares.  Other significant increases occurred in retail branch positions as the Company staffed new branch locations.

The business expansion efforts during 2005 and 2006 also produced an increase in related occupancy expenses. This resulted in an 18.7% or $112 thousand  increase in occupancy expense in the first quarter of 2006 over the first quarter of 2005.

The Company also incurred non-recurring merger-related expenses in the first quarter as a result of the acquisition of Columbiana Bancshares of approximately $300 thousand.  The after tax effect of these charges reduced earnings by approximately $.04 per share.

Income Taxes

Income tax expense for the first three months of 2006 was up by 4.452% over the first three months of 2005. Pre-tax earnings for the first three months of 2006 were up by 3.10% over the same period in 2005.  The effective tax rates for the first three months of 2006 and 2005 were 32.43% and 32.01% respectively

23

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FIRST M & F CORPORATION

Assets and Liabilities

Assets were up by 25.48% in the first three months of 2006 as compared to the first three months of 2005. Total assets were up by 17.60% from December 31, 2005.  Approximately 60% of the growth in assets since the first quarter of 2005 and 82% of the growth since the end of the fourth quarter came from the Alabama acquisition. Investments increased by 21.22% as compared to March 31, 2005 and by 29.92% as compared to December 31, 2005. All of the increase over the prior year quarter can be attributed to the Alabama acquisition. Loans grew by 13.14% during the first three months of 2006, and were up by 24.27% from March 31, 2005. Loans grew by 2.05% during the first quarter of 2005.  Excluding the Alabama acquisition, loans grew by approximately 2.21% in the first three months of 2006 and by 12.26% since the first quarter of 2005. Loan growth in 2006 has occurred primarily in commercial and in real estate-secured commercial credits. Management expects that
commercial real estate loans as well as other commercial operating loans will provide most of the loan growth for the remainder of 2006. Loans as a percent of total assets were 70.85% at March 31, 2006 as compared to 73.64% at December 31, 2005 and 71.54% at March 31, 2005. Management believes that one of the keys to the Companys future success will be to continue to expand into markets that are vital economically and can provide high loan demand.

The following table shows loans held for investment by type as of March 31, 2006, December 31, 2005, and March 31, 2005.

|                                         |  | March 31,   2006 |           | December   31, 2005 |   | March 31,   2005 | 
|---------------------------------------- |  | ---------------- | --------- | ------------------- | - | ---------------- | 
|                                         |  |                  |           |                     |   |                  | 
|Commercial real estate                   |  | $                | 578,475   |                     | $ | 509,986          | 
|Residential real estate                  |  |                  | 220,115   |                     |   | 201,086          | 
|Home equity lines                        |  |                  | 40,966    |                     |   | 26,080           | 
|Commercial, financial and   agricultural |  |                  | 161,215   |                     |   | 151,599          | 
|Consumer                                 |  |                  | 50,048    |                     |   | 41,457           | 
|Other loans                              |  |                  | 4,879     |                     |   | 2,872            | 
|                                         |  |                  |           |                     |   |                  | 
|Total                                    |  | $                | 1,055,698 |                     | $ | 933,080          | 
|                                         |  |                  |           |                     |   |                  | 
|Mortgages held for sale                  |  | $                | 1,960     |                     | $ | 2,539            | 
|Student loans held for sale              |  |                  | 5,469     |                     |   | 3,165            | 

The following table shows the balances of loans at Columbiana Bancshares on the date of acquisition.

|                                         |  | February   17, 2006 |        
|---------------------------------------- |  | ------------------- | -------
|                                         |  |                     |        
|Commercial real estate                   |  | $                   | 48,625 
|Residential real estate                  |  |                     | 17,203 
|Home equity lines                        |  |                     | 16,198 
|Commercial, financial and   agricultural |  |                     | 6,227  
|Consumer                                 |  |                     | 10,131 
|Other loans                              |  |                     | 2,061  
|                                         |  |                     |        
|Total                                    |  | $                   | 100,445
|                                         |  |                     |        

Deposits increased by 19.86% during the first three months of 2006. Deposits grew by $193.324 million with $164.996 million being in interest bearing deposits. $44.190 million of the growth was due to growth in public funds, half of which came from the Companys acquisition of First National Bank of Shelby County.   Deposits grew by 9.53% during the first three months of 2005. Excluding the first quarter, 2006 acquisition, deposits grew by $53 million or approximately 5.50% in the first three months of 2006.  Deposits grew by $83.610 million in the first quarter of 2005 with public funds deposits contributing $64.585 million of that increase. Much of the public funds growth occurred in the first quarter of 2005 primarily in NOW and MMDA balances with one large relationship providing over half of that growth. The large growth in public funds deposits is a natural trend that occurs during the early months of the year as tax receipts are
collected. The funds generally move out during the summer months as spending occurs. Managements strategic initiative is to build the core customer deposit base and rely less on borrowed funds as a primary source of liquidity. However, when borrowed funds are less costly than time deposits, the Company will still look to those sources to help maintain the spread between the yield on earning assets and the cost of funds.

24

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FIRST M & F CORPORATION

The following table shows the deposit mix as of March 31, 2006, December 31, 2005, and March 31, 2005.

|                                   |  | March 31,   2006 |           | December   31, 2005 |   | March 31,   2005 | 
|---------------------------------- |  | ---------------- | --------- | ------------------- | - | ---------------- | 
|                                   |  |                  |           |                     |   |                  | 
|Noninterest-bearing demand         |  | $                | 192,517   |                     | $ | 164,189          | 
|NOW deposits                       |  |                  | 235,018   |                     |   | 192,792          | 
|Money market deposits              |  |                  | 134,685   |                     |   | 115,509          | 
|Savings deposits                   |  |                  | 98,422    |                     |   | 82,512           | 
|Certificates of deposit            |  |                  | 475,450   |                     |   | 397,835          | 
|Brokered certificates of   deposit |  |                  | 30,903    |                     |   | 20,834           | 
|                                   |  |                  |           |                     |   |                  | 
|Total                              |  | $                | 1,166,995 |                     | $ | 973,671          | 

The following table shows the mix of deposits at Columbiana Bancshares on the date of acquisition.

|                                                 |  | February   17, 2006 |        
|------------------------------------------------ |  | ------------------- | -------
|                                                 |  |                     |        
|Noninterest-bearing demand                       |  | $                   | 30,528 
|NOW deposits                                     |  |                     | 35,331 
|Money market deposits                            |  |                     | 5,428  
|Savings deposits                                 |  |                     | 15,784 
|Certificates of deposit                          |  |                     | 43,244 
|Brokered certificates of   deposit               |  |                     | 8,765  
|                                                 |  |                     |        
|Total                                            |  | $                   | 139,080
|                                                 |  |                     |        
|Public funds deposits   included in above totals |  | $                   | 21,993 
|                                                 |  |                     |        

The following table shows the mix of public funds deposits as of March 31, 2006, December 31, 2005, and March 31, 2005.

|                                   |  | March 31,   2006 |         | December   31, 2005 |   | March 31,   2005 | 
|---------------------------------- |  | ---------------- | ------- | ------------------- | - | ---------------- | 
|                                   |  |                  |         |                     |   |                  | 
|Noninterest-bearing demand         |  | $                | 8,492   |                     | $ | 4,331            | 
|NOW deposits                       |  |                  | 108,101 |                     |   | 84,539           | 
|Money market deposits              |  |                  | 37,981  |                     |   | 28,772           | 
|Savings deposits                   |  |                  | 456     |                     |   | 241              | 
|Certificates of deposit            |  |                  | 53,338  |                     |   | 47,137           | 
|Brokered certificates of   deposit |  |                  | 1,270   |                     |   | 428              | 
|                                   |  |                  |         |                     |   |                  | 
|Total                              |  | $                | 209,638 |                     | $ | 165,448          | 

Other borrowings increased by $6 million during the first quarter of 2006 after increasing by $57 million since the first quarter of 2005.  The increases were utilized to fund loan growth and to retire the parent company debt of Columbiana Bancshares upon its merger with the Company.  In February, 2006 the Company formed First M&F Statutory Trust I for the purpose of issuing corporation-obligated mandatory redeemable capital securities to third-party investors and investing the proceeds from the sale of the capital securities in floating rate junior debentures of the Company.  The $30 million in proceeds were used to fund the acquisition on February 17, 2006 of Columbiana Bancshares, Inc.  The 30 year junior subordinated debentures pay interest quarterly at a rate of 6.44% fixed for five years, converting then to floating at a rate equal to three month LIBOR plus 133 basis points.  These junior subordinated debentures qualify with
certain limitations as Tier 1 capital for regulatory purposes.

25

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FIRST M & F CORPORATION

Equity

The Companys and Banks regulatory capital ratios at March 31, 2006, as shown below are in excess of the minimum requirements and qualify the institution as well capitalized under the risk-based capital regulations.

|                                      |  | First M   & F Corporation |         | M & F   Bank |      
|------------------------------------- |  | ------------------------- | ------- | ------------ | -----
|                                      |  |                           |         |              |      
|                                      |  | Amount                    |         | Ratio        |      
|                                      |  |                           |         |              |      
|Actual:                               |  |                           |         |              |      
|Total risk-based capital              |  | $                         | 129,910 |              | 11.20
|Tier 1 capital                        |  |                           | 115,400 |              | 9.95 
|Leverage                              |  |                           | 115,400 |              | 8.54 
|For Capital Adequacy Purposes:        |  |                           |         |              |      
|Total risk-based capital              |  |                           | 92,807> |              | 8.00 
|Tier 1 capital                        |  |                           | 46,403> |              | 4.00 
|Leverage                              |  |                           | 54,083> |              | 4.00 
|To Be Well Capitalized   Under Prompt |  |                           |         |              |      
|Corrective   Action Provisions:       |  |                           |         |              |      
|Total capital                         |  |                           |         |              |      
|Tier 1 capital                        |  |                           |         |              |      
|Leverage                              |  |                           |         |              |      

The Company repurchased 10,000 shares during the first three months of 2005 at an average price of $34.23 per share.  The Company also issued 2,500 shares upon the exercise of stock options during the first quarter of 2005 at an average exercise price of $26.60 per share.  The Board authorized a new stock purchase plan in May, 2005 for the purchase of up to 10,000 shares per month through May, 2006.  No shares were repurchased during the first quarter of 2006.  The Company issued 3,204 shares upon the exercise of options in the first quarter of 2006.

Interest Rate Risk and Liquidity Management

Responsibility for managing the Companys program for controlling and monitoring interest rate risk and liquidity risk and for maintaining income stability, given the Companys exposure to changes in interest rates, is vested in the asset/liability committee. Appropriate policy and guidelines, approved by the board of directors, govern these actions. Monitoring is primarily accomplished through monthly reviews and analysis of asset and liability repricing opportunities, market conditions and expectations for the economy. Cash flow analyses are also used to project short-term interest rate risks and liquidity risks. Management believes, at March 31, 2006, there is adequate flexibility to alter the current rate and maturity structures as necessary to minimize the exposure to changes in interest rates, should they occur. The Company is currently in a virtually neutral gap position for assets and liabilities repricing within the next year. This generally
means that for assets and liabilities maturing and repricing within the next 12 months, the Company is positioned for the same amount of assets to mature and reprice  as liabilities.

The asset/liability committee further establishes guidelines, approved by appropriate board action, by which the current liquidity position of the Company is monitored to ensure adequate funding capacity. Accessibility to local, regional and other funding sources is also maintained in order to actively manage the funding structure that supports the earning assets of the Company. These sources are primarily correspondent banks, the Federal Home Loan Bank and the Federal Reserve.

26

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FIRST M & F CORPORATION

Credit Risk Management

The Company measures and monitors credit quality on an ongoing basis through credit committees and the loan review process. Credit standards are approved by the Board with their adherence monitored during the lending process as well as through subsequent loan reviews. The Company strives to minimize risk through the diversification of the portfolio geographically within Mississippi as well as by loan purpose and collateral.

The Banks credit standards are enforced within the Bank as well as within all of its wholly-owned and majority-owned subsidiaries. Management will apply the Companys credit policies as well as other quality and internal control standards in any future business ventures in which it is a partner and within any companies in which it acquires a controlling interest.

The adequacy of the allowance for loan losses is monitored quarterly with provision accruals approved by the Board. Allowance adequacy is dependent on loan classifications by external examiners as well as by internal loan review personnel, past due loans, loan growth and loss history. The allowance as a percentage of loans at March 31, 2006 is comparable to other peer banks.

The following table shows non-performing loans and other assets of the Company:

(Amounts in thousands)

|                                                       |  | March 31   2006 |       | December   31   2005 |   | March 31   2005 |  
|------------------------------------------------------ |  | --------------- | ----- | -------------------- | - | --------------- | -
|                                                       |  |                 |       |                      |   |                 |  
|Nonaccrual loans                                       |  | $               | 3,187 |                      | $ | 1,403           |  
|Past due 90 days or more   and still accruing interest |  |                 | 1,030 |                      |   | 510             |  
|                                                       |  |                 |       |                      |   |                 |  
|Total non-performing loans                             |  |                 | 4,217 |                      |   | 1,913           |  
|Other real estate                                      |  |                 | 3,951 |                      |   | 3,042           |  
|                                                       |  |                 |       |                      |   |                 |  
|Total non-performing assets                            |  | $               | 8,168 |                      | $ | 4,955           |  
|                                                       |  |                 |       |                      |   |                 |  
|Ratios:                                                |  |                 |       |                      |   |                 |  
|Non-performing loans to   loans                        |  |                 | .40   | %                    |   | .20             | %
|Non-performing assets to   assets                      |  |                 | .55   | %                    |   | .39             | %
|                                                       |  |                 |       |                      |   |                 |  

Off-Balance Sheet Arrangements

The Companys primary off-balance sheet arrangements are in the form of loan commitments and operating lease commitments. At March 31, 2006 the Company had $185.096 million in unused loan commitments outstanding. Of these commitments, $95.017 million mature in one year or less. Lines of credit are established using the credit policy of the Company concerning the lending of money.

Letters of credit are used to facilitate the borrowers business and are usually related to the acquisition of inventory or of assets to be used in the customers business. Letters of credit are generally secured and are underwritten using the same standards as traditional commercial loans. Most standby letters of credit expire without being presented for payment. However, the presentment of a standby letter of credit would create a loan receivable from the Banks loan customer. The Banks asset-based lending subsidiary uses commercial letters of credit to facilitate the purchase of inventory items by its customers. There were $40 thousand in commercial letters of credit outstanding at the end of the first quarter. At March 31, 2006 the Company had $27.178 million in financial standby letters of credit issued and outstanding.

A liability of $153 thousand is recognized in Other Liabilities at March 31, 2006 related to the obligation to stand ready to perform related to standby letters of credit.

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FIRST M & F CORPORATION

The Company makes commitments to originate mortgage loans that will be held for sale. The total commitments to originate mortgages to be held for sale were $13.577 million at March 31, 2006. These commitments are accounted for as derivatives and are marked to fair value with changes in fair value recorded in other income.  At March 31, 2006 mortgage origination-related derivatives with positive fair values of $24 thousand were included in other assets and derivatives with negative fair values of $57 thousand were included in other liabilities.

The Company also engages in forward sales contracts with mortgage investors to purchase mortgages held for sale. Those forward sale agreements that have a determined price and expiration date are accounted for as derivatives and marked to fair value through other income. At March 31, 2006 the Company had $4.524 million in locked forward sales agreements in place. Forward sale-related derivatives with positive fair values of $54 thousand were included in other assets and derivatives with negative fair values of $4 thousand were included in other liabilities.

In the ordinary course of business the Company enters into rental and lease agreements to secure office space and equipment. The Company has a variety of lease agreements in place, all of which are operating leases. The largest lease obligations are for office equipment and mainframe computer systems.

The following table summarizes the obligations of the Company:

(Amounts in thousands)

|                                 |  | Payments   Due by Period |        
|-------------------------------- |  | ------------------------ | -------
|                                 |  |                          |        
|Contractual Obligations          |  | Total                    |        
|                                 |  |                          |        
|Long-term debt                   |  | $                        | 142,559
|Junior subordinated   debentures |  |                          | 30,928 
|Capital lease obligations        |  |                          |       
|Operating leases                 |  |                          | 3,172  
|Purchase obligations             |  |                          |       
|Other long-term liabilities      |  |                          |       
|                                 |  |                          |        
|Total                            |  | $                        | 176,659
|                                 |  |                          |        

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FIRST M&F CORPORATION

Critical Accounting Policies

The preparation of the Companys financial statements requires management to make certain judgments and assumptions in determining critical accounting estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and obligations. Management evaluates these judgments and estimates on an ongoing basis to determine if changes are needed. Management believes that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Companys consolidated financial statements.

Allowance for loan losses

The Companys policy is to maintain the allowance for loan losses at a level that is sufficient to absorb estimated probable losses in the loan portfolio. Accounting standards require that loan losses be recorded when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Managements estimate is reflected in the balance of the allowance for loan losses. Changes in this estimate can materially affect the provision for loan losses, and thus net income.

Management of the Company evaluates many factors in determining the estimate for the allowance for loan losses. Historical loan losses by loan type and loan grade are a significant factor in estimating future losses. Management reviews loan quality on an ongoing basis to determine the collectibility of individual loans and reflects that collectibility by assigning loan grades to individual credits. The grades will generally determine how closely a loan will be monitored on an ongoing basis. A customers payment history, financial statements, cash flow patterns and collateral, among other factors, are reviewed to determine if the loan has potential losses. Concentrations of credit by loan type and collateral type are reviewed to determine exposures and risks of loss. General economic factors as well as economic factors for individual industries or factors that would affect certain types of loan collateral are reviewed to determine the exposure of loans to
economic fluctuations. The Company also has a loan review department that audits types of loans as well as geographic segments to determine credit problems and loan policy violations that require the attention of management. All of these factors are used to determine the adequacy of the allowance for loan losses and adjust its balance accordingly.

The allowance for loan losses is increased by the amount of the provision for loan losses and recoveries of previously charged-off loans. It is decreased by loan charge-offs as they occur when principal is deemed to be uncollectible.

Goodwill, intangible assets and related impairments

The policy of the Company is to assess goodwill for impairment at the reporting unit level on an annual basis. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. Accounting standards require management to estimate the fair value of each reporting unit in making an annual assessment of impairment. Management performs this assessment as of January 1 of each year.

Impairment of goodwill is recognized by a charge against earnings and is shown as a separate line item in the noninterest expense section of the consolidated statement of income.

The estimate of fair value is dependent on such assumptions as: (1) future cash flows determined from the budget, strategic plan, and forecasts of growth, and (2) discount rates and earnings multiples used to determine the present value of those cash flows. Management uses a model similar to those used to evaluate potential mergers and acquisitions. Annual testing of the goodwill asset has resulted in no impairment charges.

Identifiable intangible assets are amortized over their estimated lives. Identifiable intangible assets that have indefinite lives are not amortized until such time that their estimated lives are determinable. Intangible assets with indefinite lives must be assessed for impairment annually.

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FIRST M&F CORPORATION

Contingent liabilities

Accounting standards require that a liability be recorded if management determines that it is probable that a loss has occurred and the loss can be reasonably estimated. Management must estimate the probability of occurrence and estimate the potential exposure of a variety of contingencies such as health claims, legal claims, tax liabilities and other potential claims against the Companys assets or requirements to perform services in the future.

Managements estimates are based upon their judgment concerning future events and their potential exposures. However, there can be no assurance that future events, such as changes in a regulators position or court cases will not differ from managements assessments. When management, based upon current facts and expert advice, believes that an event is probable and reasonably estimable, it accrues a liability in the consolidated financial statements. That liability is adjusted as facts and circumstances change and subsequent assessments produce a different estimate.

Accounting Pronouncements

In October, 2003, the FASB approved the AICPAs issuance of SOP 03-3, Accounting for Loans or Certain Debt Securities Acquired in a Transfer, which modifies the accounting for certain loans that are acquired with evidence of deterioration in credit quality since origination. SOP 03-3 does not allow the excess of contractual cash flows over cash flows expected to be collected to be recognized as a yield adjustment, valuation allowance, or other loss accrual. Therefore, the yield that may be accreted is limited to the excess of cash flows expected to be collected in excess of the acquirers initial investment in the loan or security. SOP 03-3 is effective for years beginning after December 15, 2004. This pronouncement was adopted on January 1, 2005 and is being applied prospectively. The FDIC has also clarified that past due classifications are to be determined with reference to the contractual cash flows of the loans rather than the expected
cash flows used in recording the transfer.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of these equity instruments. SFAS 123R requires that the cost of share-based employee compensation be recognized as an expense over the period that the employee earns the awards. The Company will use the modified prospective method of adopting the new standard. This method basically requires that the grant date fair value of unearned share-based compensation must begin to be recognized, starting at the adoption date and going forward. All new awards after the adoption date will be accounted for
at fair value and recognized over the periods that they are earned by the employees. The adoption date for the Company would be July 1, 2005 under SFAS 123R. In March 2005 the SEC issued Staff Accounting Bulletin No. 107 (SAB 107) clarifying valuation and other issues related to the implementation of SFAS 123R. In April 2005 the SEC issued guidance stating that it would allow companies to adopt SFAS 123R starting with fiscal years beginning after June 15, 2005, thereby delaying the Companys adoption date to January 1, 2006. The Company adopted SFAS 123R on July 1, 2005.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections  A Replacement of APB Opinion No. 20 and FASB Statement No. 3. This statement generally requires retrospective application to prior periods financial statements of changes in accounting principle, whereas under APB Opinion No. 20 the cumulative effect of a change in accounting principle was included in net income of the period in which the change was made. This Statement also requires that a change in depreciation, amortization or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate effected by a change in accounting principle, and therefore, accounted for prospectively. This Statement carries forward the guidance in APB Opinion No. 20 related to corrections of errors. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The
Company adopted SFAS No. 154 on January 1, 2006.

In November 2005, the FASB issued FASB Staff Position Nos. FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. This pronouncement relates to determining when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss. This pronouncement (1) nullifies paragraphs 10  18 of EITF Issue No. 03-1 related to determining when an impairment is other-than-temporary, (2) carries forward the requirements of paragraphs 8 and 9 of Issue 03-1 with respect to cost-method investments, (3) carries forward the disclosure requirements included in paragraphs 21 and 22 of Issue 03-1 and related examples and (4) references existing other-than-temporary impairment guidance as a replacement to the specific guidance originally given in paragraphs 10  18 of EITF Issue No. 03-1. The provisions of this FSP are to be applied to reporting
periods beginning after December 15, 2005. The Company adopted FSP FAS 115-1 and FAS 124-1 on January 1, 2006.

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FIRST M&F CORPORATION

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Market risk reflects the risk of economic loss resulting from changes in interest rates and market prices. This risk of loss can be reflected in either reduced potential net interest income in future periods or diminished market values of financial assets.

The Companys market risk arises primarily from interest rate risk, which the asset/liability management committee monitors and manages on a monthly basis. The committee manages the interest rate risks inherent in the loan, investment, deposit and borrowing portfolios of the institution. The asset/liability management committee determines the risk profile of the Company and determines strategies to maintain interest rate sensitivity at a low level. As of March 31, 2006, the institution was in a virtually neutral repricing gap position.

Interest rate shock analysis shows that the Company will experience a 2.22% decrease over 12 months in its net interest income with an immediate and sustained 100 basis point decrease in interest rates. An immediate and sustained increase in rates of 100 basis points will result in a 1.73% increase in net interest income. Factors that influence the simulation results are (1) the assumption that floating-rate loans adjust approximately simultaneously with changes in general interest rates, (2) the assumption that core deposits such as NOW and MMDA accounts will have average lives much longer than their initial repricing periods, (3) that noninterest-bearing deposits are a stable, source of funds, and (4) the durations of mortgage-backed securities will extend during periods of rising rates and shorten during periods of falling rates.

An analysis of the change in market value of equity shows how an interest rate shock will affect the difference between the market value of assets and the market value of liabilities. With all financial instruments being stated at market value, the market value of equity will increase by 4.81% with an immediate and sustained decrease in interest rates of 100 basis points. The market value of equity will decrease by 5.93% with an immediate and sustained increase in interest rates of 100 basis points. The floating-rate loans have an offsetting effect on the typical duration changes that are driven by the other fixed-rate earning assets. A stabilizing factor in the rising rate simulation is the positive effect of noninterest-bearing deposits and the decline in fair value of the long-term borrowings.

The Company had no hedging instruments in place at March 31, 2006.

Item 4 - Controls and Procedures

As defined by the Securities and Exchange Commission in Exchange Act Rule 13a-15(e), a companys disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.

As of March 31, 2006 (the Evaluation Date), the Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures as defined in the Exchange Act Rules.  Based on their evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures are sufficiently effective to ensure that material information relating to the Company and required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms. During the last quarter ended March 31, 2006 there has been no change in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

Subsequent to the Evaluation Date, there have been no significant changes in the Companys internal controls or in other factors that could significantly affect these controls.

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FIRST M & F CORPORATION

PART II: OTHER INFORMATION

Item 1 - Legal Proceedings

The Company and its subsidiaries are defendants in certain cases alleging that loans were originated or renewed in a way that the borrowers were improperly sold insurance products, such as credit life insurance. The Company denies these allegations and is defending these claims. The Company is also involved in various other lawsuits arising out of the normal course of business. The Company accrues for any probable losses expected to be incurred due to litigation. In the opinion of management, the ultimate resolution of these claims should not have a material adverse effect on the Companys consolidated financial position or results of operations.

Item 1A  Risk Factors

There have been no material changes in the risk factors previously disclosed under Part I - Item 1A of the Companys 2005 Form 10-K.

Item 2  Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes repurchases of common stock for the program in place during the first quarter of 2006:

|Period                  |  | Total   Number   of Shares (or   units) Purchased |   | Average   Price Paid   Per Share (or Unit) |   | Total   Number   of Shares   (or Units) Purchased   As Part of   Publicly Announced   Plans or Programs |  | Maximum   Number   (or Approximate   Dollar Value)   of Shares (or Units)   That May Yet Be   Purchased Under the   Plans or Programs |  
|----------------------- |  | ------------------------------------------------- | - | ------------------------------------------ | - | ------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- | -
|                        |  |                                                   |   |                                            |   |                                                                                                         |  |                                                                                                                                       |  
|01/01/06  01/31/06 (1) |  |                                                   |  |                                            | $ |                                                                                                        |  |                                                                                                                                       | 
|02/01/06  02/28/06     |  |                                                   |  |                                            |   |                                                                                                        |  |                                                                                                                                       | 
|03/01/06  03/31/06     |  |                                                   |  |                                            |   |                                                                                                        |  |                                                                                                                                       | 

|   
|---
|(1)

Item 3  Defaults Upon Senior Securities

None.

Item 4  Submission of Matters to a Vote of Security Holders

None.

Item 5  Other Information

None

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FIRST M & F CORPORATION

Item 6  Exhibits

Exhibit 3(A)  Articles of Incorporation, as amended. Filed as Exhibit 3 to the Companys Form S-1 (File No. 33-08751) September 15, 1986, incorporated herein by reference.

Exhibit 3(B)  By-Laws, as amended. Filed as Exhibit 3-b to the Companys Form S-1 (File No. 33-08751) September 15, 1986, incorporated herein by reference.

Exhibit 10(A)  First M&F Corporation 2005 Equity Incentive Plan. Filed as Appendix A to the Companys Proxy Statement, March 15, 2005, incorporated herein by reference

Exhibit 10(B)  Merchants and Farmers Bank Profit and Savings Plan, as amended. Filed as Exhibit 10(B) to the Companys Form 10-Q on August 9, 2005, incorporated herein by reference

Exhibit 11  Computation of Earnings Per Share  See note 3 to the consolidated financial statements included in this report.

Exhibit 31  Rule 13a-14(a)/15d-14(a) Certifications.

Exhibit 32  Section 1350 Certifications.

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FIRST M & F CORPORATION

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST M & F CORPORATION

Date : May 10, 2006

|BY: | /s/Hugh S. Potts, Jr.     |  | BY: | /s/John G. Copeland          | 
|--- | ------------------------- |  | --- | ---------------------------- | 
|    |                           |  |     |                              | 
|    | Hugh S. Potts, Jr.        |  |     | John G. Copeland             | 
|    | Chairman of the Board and |  |     | Executive Vice President and | 
|    | Chief Executive Officer   |  |     | Chief Financial Officer      | 

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FIRST M & F CORPORATION

EXHIBIT INDEX

|3 (A) | Articles of Incorporation, as amended. Filed as   Exhibit 3 to the Companys Form S-1 (File No. 33-08751) September 15, 1986,   incorporated herein by reference.        
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                          
|3 (B) | Bylaws, as amended. Filed as Exhibit 3-b to the   Companys Form S-1 (File No. 33-08751) September 15, 1986, incorporated   herein by reference.                         
|      |                                                                                                                                                                          
|10(A) | First M&F Corporation 2005 Equity Incentive   Plan. Filed as Appendix A to the Companys Proxy Statement, March 15, 2005,   incorporated herein by reference             
|      |                                                                                                                                                                          
|10(B) | Merchants and Farmers Bank Profit and Savings Plan,   as amended. Filed as Exhibit 10(B) to the Companys Form 10-Q on August 9,   2005, incorporated herein by reference
|      |                                                                                                                                                                          
|11    | Computation of Earnings Per Share  Filed herewith   as note 3 to the consolidated financial statements.                                                                 
|      |                                                                                                                                                                          
|31    | Rule 13a-14(a) Certification of Hugh S. Potts, Jr.,   Chief Executive Officer and Rule 13a-14(a) Certification of John G. Copeland,   Chief Financial Officer            
|      |                                                                                                                                                                          
|32    | Section 1350 Certification of Hugh S. Potts, Jr.,   Chief Executive Officer and Section 1350 Certification of John G. Copeland,   Chief Financial Officer                

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