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In accordance with the By-Laws of M & F Worldwide Corp. (the “Company”) and applicable laws, rules and regulations, there will be a standing committee of the Board of Directors of the Company (the “Board”) known as the Compensation Committee.

I. ORGANIZATION

The Compensation Committee will consist of three or more Directors of the Company as set by the Board from time to time.  These members must be “independent” within the meaning of the New York Stock Exchange (“NYSE”) listing standards pertaining to corporate governance.  

The Board will endeavor to ensure that the Company will at all times have the benefit of independent director approval of compensation arrangements as provided in Treasury Reg. § 1.162-27(e)(3) promulgated under § 162(m) of the Internal Revenue Code and Securities and Exchange Commission (“SEC”) Rule 16b-3 promulgated under § 16(b) of the Securities Exchange Act of 1934, all as amended from time to time.  In that regard, the Compensation Committee should have at least two members who are “outside directors” within the meaning of § 1.162-27 and at least two members who are “non-employee directors” within the meaning of Rule 16b-3.

The Board will appoint the members of the Compensation Committee as needed to fill any vacancy, upon the recommendation of the Nominating/Governance Committee.  Unless removed by the Board, each member may serve for as long as he or she is a Director.

The Compensation Committee will have a Chairman, who may be any member of the Committee that the Board shall from time to time select.  The Chairman may resign the chair without resigning from the Committee.

Unless otherwise provided in the By-Laws of the Company, a quorum of the Compensation Committee will consist of two members, whether or not the Chairman of the Committee shall be present.

II. MEETINGS

The Compensation Committee will meet as often as it determines is necessary or desirable, but not less frequently than semi-annually.  The Compensation Committee may from time to time decide to act by unanimous written consent in lieu of a meeting.

The Chairman of the Compensation Committee will (a) in consultation with the Company’s Secretary, set the time and place of Committee meetings and notify members of meetings, (b) preside at meetings and (c) in consultation with the other members of the Committee and the Company's Secretary, set the agenda of items to be addressed at each upcoming meeting.  Each member of the Compensation Committee may suggest the inclusion of items on such agenda, and may raise at any Committee meeting appropriate and relevant business subjects that are not on the agenda for that meeting.  The Chairman of the Compensation Committee and the Company’s Secretary will endeavor to ensure, to the extent feasible, that the agenda for each upcoming meeting of the Compensation Committee is circulated to each member of the Compensation Committee in advance of the meeting.

III. AUTHORITY AND RESPONSIBILITIES

The Compensation Committee will have the following authority and principal responsibilities:

a. reviewing and approving corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluating the CEO’s performance in light of those goals and objectives and determining, either as a committee or together with the Board’s other independent directors (as directed by the Board), the CEO’s compensation level based on such evaluation;

b. recommending for approval where appropriate the compensation plans, incentive compensation plans and equity-based plans established for the Company’s and its subsidiaries' employees and officers other than the Company’s CEO;

c. retaining, terminating and approving bills and expenses for, as appropriate and in its sole discretion, any consulting firm used to assist in the evaluation of Director, CEO or senior executive compensation;

d. rendering the annual Compensation Committee Report on Executive Compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations; 

e. administering consistent with its terms any compensation-related plan that, by the plan’s terms, is committed to the Board or this Committee for administration;

f. conducting an annual self-evaluation;

g. endeavoring to evaluate at least annually whether any change to this Charter is necessary or appropriate;

h. reporting orally or in writing to the Board concerning each meeting of the Committee as it deems necessary or appropriate;

i. appointing subcommittees to perform any or all of its functions and delegating to appropriate Company officers execution of certain actions as may be appropriate from time to time consistent with this charter or other authority promulgated by the Board; and

j. performing any other activity consistent with this Charter and the Company’s By-Laws or as required under the rules and regulations of the SEC and the NYSE, as in effect from time to time, pertaining to compensation matters.

Publication Date:  December 29, 2003

© 2008 M & F Worldwide Corp. All Rights Reserved.