**Exhibit 99.02**

**M&F BANCORP, INC. AND SUBSIDIARY**

**CERTIFICATIONPURSUANT TO**

**THE EMERGENCY ECONOMIC STABILIZATION ACT OF 2008, AS AMENDED**

**BY THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009.**

I, Lyn Hittle, Chief Financial Officer of M&F Bancorp, Inc. (the “Company”), certify, based on my knowledge, that: 

(i) The compensation committee of the Company has discussed, reviewed, and evaluated with senior risk officers at least every six monthsduring the period beginning on the later of September 14, 2009, or ninety days after the closing date of the agreement between the Company and Treasury and ending with the last day of the Company’s fiscal year containing that date (theapplicable period), the senior executive officer (SEO) compensation plans and the employee compensation plans and the risks these plans pose to the Company; 

(ii) The compensation committee of the Company has identified and limited during the applicable period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessiverisks that could threaten the value of the Company, and during that same applicable period has identified any features of the employee compensation plans that pose risks to the Company and has limited those features to ensure that the Company is notunnecessarily exposed to risks; 

(iii) The compensation committee has reviewed, at least every six months during theapplicable period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee, and has limited any suchfeatures; 

(iv) The compensation committee of the Company will certify to the reviews of the SEO compensation plans andemployee compensation plans required under (i) and (iii) above; 

(v) The compensation committee of the Company willprovide a narrative description of how it limited during any part of the most recently completed fiscal year that included a TARP period the features in: 

(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company; 

(B) Employee compensation plans that unnecessarily expose the Company to risks; and 

(C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance thecompensation of an employee; 

(vi) The Company has required that bonus payments, as defined in the regulations and guidanceestablished under section 111 of EESA (“bonus payments”), of the SEOs and 20 next most highly compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year thatwas a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; 

(vii) The Company has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensatedemployees during the period beginning on the later of the closing date of the agreement between the Company and Treasury or June 15, 2009, and ending with the last day of the Company’s fiscal year containing that date; 

(viii) The Company has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations andguidance established thereunder during the period beginning on the later of the closing date of the agreement between the Company and Treasury or June 15, 2009, and ending with the last day of the Company’s fiscal year containing thatdate; 

(ix) The board of directors of the Company has established an excessive or luxury expenditures policy, as defined inthe regulations and guidance established under section 111 of EESA, by the later of September 14, 2009, or ninety days after the closing date of the agreement between the Company and Treasury; this policy has been provided to Treasury and itsprimary regulatory agency; the Company and its employees have complied with this policy during the applicable period; and any expenses that, pursuant to this policy, required approval of the board of directors, a committee of the board of directors,an SEO, or an executive officer with a similar level of responsibility were properly approved; 

**M&F BANCORP, INC. AND SUBSIDIARY**

(x) The Company will permit a non-binding shareholder resolution in compliance with any applicable federal securities rules and regulationson the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during the period beginning on the later of the closing date of the agreement between the Company and Treasury or June 15, 2009, andending with the last day of the Company’s fiscal year containing that date; 

(xi) The Company will disclose the amount,nature, and justification for the offering during the period beginning on the later of the closing date of the agreement between the Company and Treasury or June 15, 2009 and ending with the last day of the Company’s fiscal year containingthat date of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

(xii) The Company will disclose whether the Company, the board of directors of the Company, or the compensation committee ofthe Company has engaged during the period beginning on the later of the closing date of the agreement between the Company and Treasury or June 15, 2009, and ending with the last day of the Company’s fiscal year containing that date, acompensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period; 

(xiii) The Company has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensatedemployees during the period beginning on the later of the closing date of the agreement between the Company and Treasury or June 15, 2009, and ending with the last day of the Company’s fiscal year containing that date; 

(xiv) The Company has substantially complied with all other requirements related to employee compensation that are provided in the agreementbetween the Company and Treasury, including any amendments; 

(xv) The Company has submitted to Treasury a complete andaccurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year and the most recently completed fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name,title, and employer of each SEO and most highly compensated employee identified; and 

(xvi) I understand that a knowing andwillful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC 1001). 

Date: March 22, 2010

 

*/s/ LYN HITTLE*
Lyn HittleChief Financial Officer