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Exhibit 10.38

                             M & F WORLDWIDE, CORP.
                  OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN

1.   NAME. This plan shall be known as the M & F Worldwide, Corp. Outside
     Directors Deferred Compensation Plan and is herein referred to as the
     "Plan."

2.   DEFINITIONS. The following definitions shall apply in interpreting the
     Plan:

     a.   "Account" shall mean an individual account established by the Company
          in the name of each Participant containing a number of Stock Units
          equal to the number of shares of Stock hypothetically purchased with
          deferred Compensation, together with dividend equivalents deemed to
          have been paid on each Stock Unit in such account.

     b.   "Beneficiary" shall mean such individual or the trustees or trustee of
          a trust as may be designated by a Participant pursuant to such
          Participant's deferral election.

     c.   "Board" means the Board of Directors of the Company.

     d.   "Code" shall mean the Internal Revenue Code of 1986, as amended, and
          the rules and regulations promulgated thereunder.

     e.   "Company" shall mean M & F Worldwide, Corp., a Delaware corporation.

     f.   "Compensation" shall mean any retainer fees, meeting fees and any
          other director fees, payable in the form of cash by the Company as
          consideration for services as a member of the Board.

     g.   "Fair Market Value" per share as of a particular date shall mean (i)
          the closing price per share of Stock on a national securities exchange
          or on the NASDAQ stock market for the last preceding date on which
          there was a sale of Stock on such exchange, or (ii) if the shares of
          Stock are then traded on any other over-the-counter market, the
          average of the closing bid and asked prices for the shares of Stock in
          such over-the-counter market for the last preceding date on which
          there was a sale of Stock in such market or (iii) if the shares of
          Stock are not then listed on a national securities exchange or traded
          in an over-the-counter market, such value as the Committee in its
          discretion may determine.

     h.   "Non-Employee Director" means a person (a) who is serving as a member
          of the Board and (b) who is not an officer or employee of the Company.


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     i.   "Participant" shall mean an eligible Non-Employee Director who elects
          to defer Compensation under the terms of the Plan.

     j.   "Plan Year" shall mean the calendar year; provided, however, that the
          first Plan Year shall commence on the date on which the Plan is
          adopted and shall terminate on the next December 31.

     k.   "Stock" shall mean the Common Stock of the Company, par value $0.01
          per share.

     l.   "Stock Unit" shall mean a bookkeeping unit credited to a Participant's
          Account, in accordance with Section 4(a) below.


3.   PARTICIPATION.

     a.   All Non-Employee Directors are eligible to participate in the Plan.
          Each Non-Employee Director of the Company receiving Compensation may
          elect to have all or part of such Compensation otherwise payable to
          him or her deferred and paid at the time and in the manner prescribed
          herein. Non-Employee Directors may elect to defer 100%, 50% or 0% of
          their total Compensation. Such deferral shall be made on a form set
          forth on Exhibit A, or such other form as shall be determined by the
          Board from time to time.

     b.   A Non-Employee Director may elect to participate in the Plan with
          respect to Compensation payable with respect to such Plan Year by
          making an election no later than December 31 of the Plan Year
          immediately preceding the Plan Year in respect of which such
          Compensation is payable; provided, however, that, with respect to the
          Plan Year during which the Plan is initially adopted by the Company,
          any Non-Employee Director serving as of the date of adoption of the
          Plan may, within thirty days of the Plan's Effective Date (as defined
          in Section 9), elect to defer Compensation commencing upon such
          election and provided further, the Board may allow a Non-Employee
          Director whose term begins during any Plan Year to elect within thirty
          (30) days after the start of his or her term to defer Compensation
          commencing upon such election.

     c.   Any election to defer Compensation communicated to the Company as
          provided in Section 3(a) shall continue in force until the end of the
          Plan Year for which the Participant made such election. The amount
          accumulated pursuant to the Plan prior to any notice of election to
          cease future deferrals will continue to be subject to the provisions
          of the Plan.

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4.   METHOD OF DEFERRAL OF COMPENSATION.

     a.   The Company shall establish an Account on its books in the name of
          each Participant. The Account shall consist of a number of Stock Units
          equal to the number of shares of Stock hypothetically purchased with
          deferred cash Compensation, together with any cash paid as dividends
          on each Stock Unit in the Account (prior to conversion of such cash to
          Stock Units pursuant to Section 4(c)). The number of Stock Units
          hypothetically purchased with deferred Compensation shall be equal to
          the amount of such cash Compensation divided by the Fair Market Value
          of a share of Stock on the date such Compensation would otherwise have
          been payable.

     b.   Amounts deferred pursuant to the Plan shall be credited to each
          Participant's Account in the form of Stock Units on or about the last
          business day of each month.

     c.   When cash dividends are declared and paid on the Stock, the Account of
          each Participant shall be credited with an amount equal to the cash
          which would have been paid if each Stock Unit in such Account, as of
          the dividend payment date, had been one share of outstanding Stock on
          the record date for payment of dividends. Any cash credited by reason
          of the payment of dividend equivalents shall be converted once per
          Plan Year effective March 15 into a number of Stock Units equal to the
          maximum number of whole shares of Stock which could be purchased with
          such accumulated balance on the conversion date. If installment
          payments are being made from the Participant's Account as provided in
          Section 5 hereunder, such dividend equivalents accruing during the
          payout period shall be paid on each Payment Date (as defined in
          Section 5(b)) to the Participant or Beneficiary, as the case may be.

5.   DISTRIBUTION OF DEFERRED COMPENSATION.

     a.   The Company shall pay or commence payment to the Participant of the
          balance credited to such Participant's Account: (i) within sixty (60)
          days after the Participant's service on the Board ends or (ii) at such
          other time as the Participant shall specifically and irrevocably
          designate when he or she signs the letter agreement in the form
          attached as Exhibit A or such other form as the Board may prescribe
          from time to time (such date, "Distribution Event"). In the event the
          Participant's service on the Board ceases by reason of the
          Participant's death, payments due to the Participant under the Plan
          will be distributed to the Beneficiaries designated by the Participant
          in the manner elected by the Participant in the letter agreement.

     b.   Distributions from the Participant's Account may be made either: (i)
          in Stock or (ii) in cash either in a lump-sum or in equal annual
          installments over a period of years (no more than 10). Such
          installment payments shall

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          be made on, or as soon as practicable following, the last business day
          of the fiscal year of the Company (each such date, the "Payment Date")
          commencing in the year in which occurs the applicable Distribution
          Event. If no specific election as to time and manner of payment is
          designated, payment shall be made in a lump-sum cash payment.

     c.   If the Participant elects to receive distributions in Stock, the
          Participant will receive the number of shares of Stock equal to the
          number of Stock Units held in the Participant's Account on the date of
          the applicable Distribution Event. If the Participant elects to
          receive a cash distribution in a lump-sum, the Participant will
          receive an amount in cash equal to the number of Stock Units held in
          the Participant's Account multiplied by the Fair Market Value of a
          share of Stock on the date of the applicable Distribution Event.
          Unless otherwise determined by the Board, if the Participant elects to
          receive cash distributions in installments, each installment will
          equal the value, immediately prior to the Payment Date, of the Stock
          Units then in the Participant's Account, divided by the number of
          remaining installments, plus any dividends that accrued since the last
          Payment Date but were not yet converted to Stock Units.

6.   ADMINISTRATION.

     a.   The Plan shall be administered by the Board. The Board shall have all
          authority that may be deemed appropriate for administering the Plan,
          including the discretion and authority to interpret the Plan and to
          adopt rules and regulations for implementing, amending and carrying
          out the Plan. The Board may delegate such duties as it determines to a
          committee of the Board.

     b.   All determinations made by the Board with respect to the Plan shall be
          conclusive and binding on the Company and its successors, the
          Participants and their Beneficiaries.

7.   GENERAL PROVISIONS.

     a.   The Stock Units allocated to a Participant's Account may be adjusted,
          converted or cancelled by the Board, as it deems appropriate, to
          reflect any reclassification, recapitalization, stock split, dividend
          or similar distribution (whether in the form of cash, stock or other
          property) affecting the Stock, combination, merger, consolidation,
          spin-off, share exchange, repurchase or other similar corporate
          transaction or event that, in the discretion of the Board, affects the
          Stock such that an adjustment is appropriate.

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     b.   The right of any Participant to receive future payments under the
          provisions of the Plan shall be an unsecured claim against the general
          assets of the Company.

     c.   A Participant may change his or her Beneficiaries at any time by
          notifying the Board in such form as the Board shall from time to time
          designate.

     d.   No Participant or Beneficiary shall have any power to commute,
          encumber, sell, or otherwise dispose of the rights provided herein,
          and such rights shall be non-assignable and non-transferable.

8.   TERMINATION OF THE PLAN; AMENDMENT OF THE PLAN.

     a.   The Plan shall continue in effect until terminated by resolution of
          the Board.

     b.   The Plan may be amended from time to time by resolution of the Board;
          provided, however, that no amendment may adversely alter the rights of
          Participants to amounts credited to their Accounts as of the date of
          the amendment.

9.   EFFECTIVE DATE OF THE PLAN.

     a.   The Plan was adopted by the Board to be effective as of ________, 2003
          (the "Effective Date"). The Plan shall be effective with respect to
          any Compensation payable to a Non-Employee Director for services
          rendered after such effective date.

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                                    EXHIBIT A


     [Address]

     Attention:  Secretary

     Gentlemen:

              Pursuant to the provisions of Section 3 of the M & F Worldwide,
              Corp. Deferred Compensation Plan for Non-Employee Directors
              (hereinafter called the "Plan"), I hereby irrevocably elect to
              have the indicated percentage of my retainer fees, meeting fees
              and any other director fees which may have become payable to me
              with respect to [2004] deferred in Stock Units in the manner
              provided in the Plan: (Designate percentage to be deferred.)


         [ ]        100%
         [ ]        50%
         [ ]        0%

     This direction shall be effective only for fees payable to me with respect
to 2004.

     I elect to have amounts I have deferred distributed to me:

         [ ]        Within 60 days after my service on the Board ends
         [ ]        ______________________________ (please specify the date
which will trigger distribution of payments to you)

     I elect to receive payments upon distribution in:

         [ ]        Stock
         [ ]        Cash, in a lump sum
         [ ]        Cash, in annual installments over __ years (must be 10 or
         fewer). (Each installment will equal the value, immediately prior to
         the Payment Date, of the Stock Units then in my Account, divided by the
         number of remaining installments, plus any dividends that accrued since
         the last Payment Date.)

     If I die while a director of the Company or prior to receiving of all
     distributions to which I am entitled under the Plan, I hereby direct that
     any amounts remaining in my Account be distributed as follows in:

         [ ]      Stock to                ____________________________


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                                          (Insert Name of Beneficiary)


                                         ------------------------------

                                         ------------------------------
                                        (If more than one Beneficiary is named,
                                         indicate percentages to be paid to
                                         each Beneficiary)

         [ ]      Cash, in a lump sum to ______________________________
                                          (Insert Name of Beneficiary)


                                         ------------------------------

                                         ------------------------------
                                        (If more than one Beneficiary is named,
                                         indicate percentages to be paid to each
                                         Beneficiary)

         [ ]   Cash, in continued installments as directed by me above


                                         ------------------------------
                                           (Name one Beneficiary only)

                                         ------------------------------
                                                  (Signature)
     Date:


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