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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 Nominating/Governance Committee (the “Committee”).

I. ORGANIZATION

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

The 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 Committee will consist of two members, whether or not the Chairman of the Committee shall be present.

II. MEETINGS

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

The Chairman of the 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 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 Committee and the Company’s Secretary will endeavor to ensure, to the extent feasible, that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee in advance of the meeting.

III. AUTHORITY AND RESPONSIBILITIES

The Committee will have the following authority and principal responsibilities:

a. Identifying individuals qualified to become members of the Board (consistent with any criteria that the Board or this Committee shall approve), conducting background checks for those individuals it would like to recommend to the Board as director nominees and recommending to the Board selections as needed for Director nominees for each annual meeting of stockholders and filling vacancies on the Board that may occur between annual meetings of stockholders;

b. Considering any qualified candidate for an open Board position timely submitted to the Committee by any security holder of the Company entitled to vote in an election of Directors;

c. Retaining, terminating and approving bills and expenses for, as appropriate and in its sole discretion, any search firm used to identify any director candidate;

d. Making recommendations to the Board as to membership on the Board’s committees and as to the appointment of a chairman for each committee of the Board;

e. Identifying potential candidates for, and making recommendations to, the full Board with respect to potential successors to the Company’s Chief Executive Officer; 

f. Overseeing the evaluation of management’s performance and the Board’s and Board committees’ performance, including conducting an annual self-evaluation of the Committee;

g. Developing and recommending to the Board any revision to the Company’s Corporate Governance Guidelines;

h. Endeavoring to establish and maintain, in conjunction with the Company’s Secretary, an informal orientation and continuing education program for Directors to familiarize and update Directors as to the Company’s strategic plans; significant financial, accounting and risk management matters; compliance programs; Code of Business Conduct and corporate governance guidelines; principal officers; and internal and independent auditors;

i. Endeavoring to plan for the succession of the Company’s Chief Executive Officer, which may include discussing with the Chief Executive Officer a succession plan for key senior officers of the Company with an assessment of senior managers and their potential to succeed the Chief Executive Officer and other senior management positions;

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

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

l. 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; and 

m. Performing any other activity consistent with this Charter and the Company’s By-Laws or as required under the rules and regulations of the Securities and Exchange Commission and the NYSE, as in effect from time to time, pertaining to the nomination of directors or the administration of corporate governance by the Board.

Publication Date:  December 29, 2003

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