CERTIFICATE OF THE DESIGNATIONS,
                       POWERS, PREFERENCES AND RIGHTS
                                     OF
                     SERIES B NON-CUMULATIVE PERPETUAL
                       PARTICIPATING PREFERRED STOCK
                                     OF
                           M & F WORLDWIDE CORP.


                      (Pursuant to Section 151 of the
                     Delaware General Corporation Law)


         M & F Worldwide Corp., a Delaware corporation (the "Company"),
hereby certifies that the following resolution was adopted by the Board of
Directors of the Company:

         RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Company (the "Board of Directors")
by the provisions of the Certificate of Incorporation of the Company (the
"Certificate of Incorporation"), there is hereby created, out of the
250,020,000 shares of Preferred Stock, par value $0.01 per share, of the
Company authorized in Article Fourth of the Certificate of Incorporation
(the "Preferred Stock"), a series of the Preferred Stock consisting of
[5,337,511] shares, which series shall have the following powers,
designations, preferences and relative, participating, optional or other
rights, and the following qualifications, limitations and restrictions (in
addition to any powers, designations, preferences and relative,
participating, optional or other rights, and any qualifications,
limitations and restrictions, set forth in the Certificate of Incorporation
which are applicable to the Preferred Stock):

Section 1.        Designation of Amount.

         The shares of Preferred Stock created hereby shall be designated
the "Series B Non-Cumulative Perpetual Participating Preferred Stock" (the
"Series B Preferred Stock") and the authorized number of shares
constituting such series shall be [11,000,000].

Section 2.        Ranking; Term.

          (a) The Series B Preferred Stock shall, with respect to dividend
rights and rights to distributions upon the liquidation, winding-up or
dissolution of the Company, rank senior to all classes of common stock, par
value $0.01 per share, of the Company (the "Common Stock") and to each
other class or series of capital stock or other equity securities of the
Company authorized, issued or otherwise established; provided, however,
that the holders of a majority of the outstanding shares of Series B
Preferred Stock, in accordance with the provisions of Section 6(b) hereof,
may approve the authorization, issuance or establishment of a series of
Preferred Stock the terms of which rank on a parity with or senior to the
Series B Preferred Stock as to dividends and distributions upon the
liquidation, winding-up or dissolution of the Company.

         (b) The Series B Preferred Stock shall be perpetual and may not be
redeemed, purchased, retired or otherwise acquired by the Company unless
such redemption, purchase, retirement or other acquisition by the Company
is expressly authorized herein and consummated in accordance with the
provisions specified herein; provided, however, that the Company may, with
the written consent of a holder of outstanding shares of Series B Preferred
Stock, redeem, purchase, retire or otherwise acquire any or all of the
outstanding shares of Series B Preferred Stock held by such holder. at a
price per share not less than the Liquidation Preference (as hereinafter
defined) thereof as of the intended date of redemption, purchase,
retirement or other acquisition plus the amount of declared but unpaid
dividends thereon

Section 3.        Dividends.

         (a) The holders of the then outstanding shares of Series B
Preferred Stock will be entitled to receive, when, as and if declared by
the Board of Directors out of funds of the Company legally available
therefore, non-cumulative cash dividends at the annual rate of $0.05 per
share of Series B Preferred Stock, payable, if declared, quarterly in cash
on each March 31, June 30, September 30 and December 31; provided, however,
that if any such payment date is not a Business Day then such dividend
shall be payable on the next Business Day. The cash dividends provided for
in this Section 3(a) are hereinafter referred to as "Base Dividends." For
purposes hereof, "Business Day" means any day other then a Saturday, Sunday
or day on which banking institutions in the State of New York are
authorized or required to remain closed.

         (b) If Base Dividends have been declared and have not been paid in
full and sums have not been set apart in trust for the payment thereof upon
the shares of Series B Preferred Stock and the shares of any other series
of capital stock of the Company ranking on a parity as to dividends with
the Series B Preferred Stock ("Parity Dividend Stock"), all dividends
declared upon shares of Series B Preferred Stock and upon all Parity
Dividend Stock shall be paid or declared pro rata so that in all cases the
amount of dividends paid or declared per share on the Series B Preferred
Stock and such Parity Dividend Stock shall bear to each other the same
ratio that unpaid dividends per share, including dividends in arrears, if
any, on the shares of Series B Preferred Stock and such other shares of
Parity Dividend Stock, bear to each other. Unless and until full Base
Dividends on the shares of Series B Preferred Stock in respect of all past
declared dividends have been paid, and sums representing the full amount of
Base Dividends on the shares of Series B Preferred Stock are declared in
respect of the then current quarterly dividend period and paid or shall
have been or are contemporaneously set aside in trust for the payment
thereof, (i) no dividends shall be paid or declared or set aside for
payment or other distribution upon the Common Stock or any other capital
stock of the Company ranking junior to the Series B Preferred Stock as to
dividends or as to distributions upon liquidation, dissolution or winding
up of the Company (other than in shares of, or warrants or rights to
acquire, solely capital stock of the Company ranking junior to the Series B
Preferred Stock both as to dividends and as to distributions upon
liquidation, dissolution or winding up of the Company ("Junior Stock")) and
(ii) no shares of capital stock of the Company ranking junior to or on a
parity with the Series B Preferred Stock as to dividends or as to
distributions upon liquidation, dissolution or winding up of the Company
shall be redeemed, retired, purchased or otherwise acquired for any
consideration (or any payment made to or available for a sinking fund for
the redemption of any such shares) by the Company or any Subsidiary (except
by conversion into or exchange solely for shares of Junior Stock). For
purposes hereof, a "Subsidiary" shall mean any corporation, association,
partnership, limited liability company, joint venture or other business
entity (i) at least 50% of the outstanding voting securities of which are
at the time owned or controlled, directly or indirectly, by the Company or
(ii) with respect to which the Company possesses, directly or indirectly,
the power to direct or cause the direction of the affairs or management of
such person.

         (c) In addition to Base Dividends, in the event any dividends are
declared or paid or any other distribution is made on or with respect to
the Common Stock, the holders of the Series B Preferred Stock as of the
record date established by the Board of Directors for such dividend or
distribution on the Common Stock shall be entitled to receive as additional
dividends (the "Additional Dividends") an amount (whether in the form of
cash, securities or other property) per share of Series B Preferred Stock
equal to the amount (and in the form) of the dividends declared or paid or
distribution made on or with respect to each share of Common Stock, such
Additional Dividends to be payable on the same payment date as the dividend
on the Common Stock established by the Board of Directors. The record date
for any such Additional Dividends shall be the record date for the
applicable dividend or distribution on the Common Stock, and any such
Additional Dividends shall be payable to the persons in whose name the
Series B Preferred Stock is registered at the close of business on the
applicable record date.

         (d) No dividend shall be paid or declared on any share of Common
Stock, unless (i) a dividend, payable in the same consideration and manner,
is simultaneously paid or declared, as the case may be, on each share of
Series B Preferred Stock in an amount determined as set forth in paragraph
(c) above, (ii) full Base Dividends on the shares of Series B Preferred
Stock in respect of all past declared dividends have been paid, and sums
representing the full amount of Base Dividends on the shares of Series B
Preferred Stock are declared in respect of the then current quarterly
dividend period and paid or shall have been or are contemporaneously set
aside in trust for the payment thereof, and (iii) full Additional Dividends
on the shares of Series B Preferred Stock in respect of all past declared
dividends on the Common Stock have been paid. For purposes hereof, the term
"dividends" shall include any pro rata distribution by the Company, out of
funds of the Company legally available therefor, of cash, property,
securities (including, but not limited to, rights, warrants or options) or
other property or assets to the holders of the Common Stock, whether or not
paid out of capital, surplus or earnings.

Section 4.        Liquidation Preference.

         In the event of a liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (a "Liquidation"), the holders of
the Series B Preferred Stock then outstanding shall be entitled to receive
out of the available assets of the Company, whether such assets are stated
capital or surplus of any nature, an amount on such date equal to $[the
portion of the purchase price to be paid in Series B Preferred Stock
divided by the number of shares of Series B Preferred Stock to be issued
6.50] per share of Series B Preferred Stock (the "Liquidation Preference")
plus the amount of any declared but unpaid Base Dividends as of such date
and any declared but unpaid Additional Dividends as of such date. Such
payment shall be made before any payment shall be made or any assets
distributed to the holders of any class or series of the Common Stock or
any other class or series of the Company's capital stock ranking junior as
to liquidation rights to the Series B Preferred Stock. If upon any
Liquidation the assets available for payment of the Liquidation Preference
are insufficient to permit the payment to the holders of the Series B
Preferred Stock of the full preferential amounts described in this Section
4, then all the remaining available assets shall be distributed among the
holders of the then outstanding shares of Series B Preferred Stock and the
then outstanding shares of capital stock ranking on a parity with the
Series B Preferred Stock as to distributions upon Liquidation, pro rata
according to the number of then outstanding shares of Series B Preferred
Stock and then outstanding shares of parity stock held by each holder
thereof. A merger or consolidation of the Company, or a sale of all or
substantially all of its assets, shall not constitute a Liquidation for
purposes of this Section 4, unless in connection with such merger or
consolidation or sale of all or substantially all of the Company's assets,
a Liquidation is specifically approved as a Liquidation by the stockholders
of the Company specifically determine that such transaction be deemed a
Liquidation.

Section 5.        Reorganization, Reclassification, Merger, Consolidation.

(a) At any time while any shares of Series B Preferred Stock are
outstanding, the Company shall not (i) consolidate or merge with or into
another person or entity or (ii) sell, lease, assign, transfer, convey or
otherwise dispose of all or substantially all of its assets (each such
transaction described in clauses (i) and (ii) of this Section 5(a) is
referred to herein as a "Fundamental Transaction"); provided, however, that
the Company may undertake or effect a Fundamental Transaction if, in the
case of a merger or consolidation, the Company will be the surviving entity
and the Series B Preferred Stock will remain outstanding or, prior to the
consummation of any such Fundamental Transaction, the successor entity, in
the case of a merger of consolidation, resulting from such Fundamental
Transaction or the transferee of all or substantially all of the Company's
assets, in the case of a Fundamental Transaction which is an asset sale,
shall assume by written instrument the obligation to deliver to the holders
of the Series B Preferred Stock upon consummation of such Fundamental
Transaction, in exchange for all outstanding shares of Series B Preferred
Stock, shares of stock, securities or other assets having identical, or
more preferential, rights, power, preferences and privileges as the Series
B Preferred Stock immediately prior to such Fundamental Transaction. The
provisions of this Section 5(a) shall similarly apply to successive
reorganizations, reclassifications, consolidations, or mergers.

         (b) Notwithstanding the provisions of Section 5(a) hereof, in the
event that the stockholders of the Company approve, or the Company
otherwise consummates (if stockholder approval is not required for such
consummation), a Fundamental Transaction (other than a Fundamental
Transaction in which the holders of the Company's outstanding voting
securities immediately prior to such Fundamental Transaction hold,
immediately after such Fundamental Transaction, in excess of 50% of (x) the
voting power of the outstanding voting securities of the entity resulting
from such Fundamental Transaction or (y) if the entity resulting from such
Fundamental Transaction has an ultimate parent which has a class of equity
securities which are publicly traded on a nationally recognized securities
exchange, the voting power of the outstanding voting securities of such
parent (the Fundamental Transactions described in clauses (x) and (y) above
are referred to herein as "Excluded Transactions")), at any time while any
shares of Series B Preferred Stock are outstanding, each holder of Series B
Preferred Stock shall have the right to give notice to the Company that
such holder is exercising a redemption election (a "Redemption Election")
with respect to all or any number of such holder's shares of Series B
Preferred Stock, during the period (the "Exercise Period") beginning on the
tenth (10th) day and ending on the thirtieth (30th) day after the earlier
to occur of (i) such holder's receipt of the notice referred to in Section
5(c) hereof or (ii) the date as of which such holder obtains actual
knowledge of such Fundamental Transaction. In exercising a Redemption
Election, a holder of Series B Preferred Stock may elect to receive for
each outstanding share of Series B Preferred Stock held by such holder
either (x) an amount in cash, to the extent permitted by applicable law,
not less than the Liquidation Preference thereof as of the Redemption Date
(as defined below) plus the amount of any declared but unpaid Base
Dividends as of the Redemption Date plus the amount of any declared but
unpaid Additional Dividends as of such date or (y) an amount, in the form
of cash, securities or other property, equal to the amount (and in the
form) of the cash, securities or other property to be received by each
holder of Common Stock for each share of Common Stock held by such holder
in connection with such Fundamental Transaction.

         (c) On or before the tenth (10th) day after the stockholders of
the Company approve, or the Company otherwise consummates (if stockholder
approval is not required for such consummation), a Fundamental Transaction
(other than an Excluded Transaction), the Company shall mail to all holders
of record of the Series B Preferred Stock at their respective addresses as
the same shall appear on the books of the Company as of such date, a notice
disclosing (i) the Fundamental Transaction, (ii) that, if such holder
exercises the Redemption Election, the Company shall, at the election of
the holder, (x) redeem any or all of such holder's shares of Series B
Preferred Stock at a redemption price equal to an amount not less than the
Liquidation Preference thereof plus the amount of any declared but unpaid
Base Dividends as of the Redemption Payment Date plus the amount of any
declared but unpaid Additional Dividends as of such date or (y) deliver to
such holder an amount per share of Series B Preferred Stock held by such
holder, in the form of cash, securities or other property, equal to the
amount (and in the form) of the cash, securities or other property to be
received by each holder of Common Stock for each share of Common Stock held
by such holder in connection with such Fundamental Transaction, and (iii)
the procedure for redemption. Each such notice of redemption shall be
irrevocable. To exercise the Redemption Election, a holder of Series B
Preferred Stock must deliver during the Exercise Period written notice to
the Company (or an agent designated by the Company for such purpose) of the
holder's exercise of the Redemption Election, including the indication of
the form of redemption payment elected by such holder, accompanied by each
certificate evidencing shares of the Series B Preferred Stock with respect
to which the Redemption Election is being exercised, duly endorsed for
transfer to the Company. On or prior to the fifth (5th) Business Day (the
"Redemption Payment Date") after receipt of such written notice, the
Company shall redeem all shares of Series B Preferred Stock properly
surrendered to the Company (or an agent designated by the Company for such
purpose) during the Exercise Period for redemption in connection with the
exercise of the Redemption Election and shall cause payment in the required
form to be made for such shares of Series B Preferred Stock. If, in
connection with any Redemption Election, the Company does not have
sufficient capital and surplus legally available to redeem all of the then
outstanding shares of Series B Preferred Stock for which a Redemption
Election in the form of cash has been made, the Company shall take all
measures permitted under the Delaware General Corporation Law to increase
the amount of its capital and surplus legally available, and the Company
shall redeem as many shares of Series B Preferred Stock for which a
Redemption Election in the form of cash has been made as it has capital and
surplus legally available therefor, ratably from the holders thereof in
proportion to the number of shares of Series B Preferred Stock tendered for
cash payment, and shall thereafter from time to time, as soon as it shall
have capital and surplus legally available therefor, redeem as many shares
of Series B Preferred Stock for which a Redemption Election in the form of
cash has been made as it has capital and surplus available therefor until
it has redeemed all of the outstanding shares of Series B Preferred Stock
for which a Redemption Election in the form of cash has been made.

         (d) After any Redemption Election Payment Date, unless and until
the full redemption payment for all shares of Series B Preferred Stock to
be redeemed has been paid to the holders thereof, or set aside in trust
with a bank or trust company, (i) no dividends or other distribution shall
be paid or declared or set aside for payment on any capital stock or other
equity securities of the Company ranking junior to or on a parity with the
Series B Preferred Stock (other than in shares of, or warrants or rights to
acquire, Junior Stock), and (ii) no shares of capital stock or other equity
securities of the Company ranking junior to or on a parity with the Series
B Preferred Stock shall be redeemed, retired, purchased or otherwise
acquired for any consideration (or any payment made to or available for a
sinking fund for the redemption of any such shares) by the Company (except
by conversion into or exchange for solely shares of Junior Stock).

         (e) Any shares of Series B Preferred Stock which shall at any time
have been redeemed, retired or repurchased pursuant to this Section 5 or
otherwise shall, after such redemption, retirement or repurchase have the
status of authorized but unissued shares of Preferred Stock, without
designation as to series, and shall not be reissued as Series B Preferred
Stock.

Section 6.        Voting Rights.

         (a) The holders of outstanding shares of the Series B Preferred
Stock:

                  (i) shall be entitled to vote together with the holders
         of the Common Stock as a single class on all matters submitted for
         a vote of holders of Common Stock;

                  (ii) shall have such other voting rights as are specified
         in the Certificate of Incorporation or as otherwise provided by
         Delaware law; and

                  (iii) shall be entitled to receive notice of any meeting
         of the stockholders of the Company in accordance with the
         Certificate of Incorporation and By-laws of the Company.

         For purposes of the voting rights set forth in this Section 6(a),
each share of Series B Preferred Stock shall entitle the holder thereof to
cast that number of votes as each share of Common Stock shall be entitled
to cast.

         (b) In addition to the other voting rights set forth herein, so
long as any shares of Series B Preferred Stock remain outstanding, the
Company shall not, without the written consent or affirmative vote of the
holders of at least a majority of the outstanding shares of Series B
Preferred Stock voting separately as one class, (i) amend, alter or repeal,
whether by merger, consolidation, combination, reclassification or
otherwise, the Certificate of Incorporation or By-laws of the Company or
any provisions thereof (including the adoption of a new provision thereof)
if such amendment, alteration or repeal would adversely alter or change the
rights, preferences or privileges of the Series B Preferred Stock, (ii)
create, authorize or issue any class, series or shares of Preferred Stock
or any other class or series of capital stock or other equity securities of
the Company ranking either as to payment of dividends or distribution of
assets upon Liquidation (x) prior to the Series B Preferred Stock or (y) on
a parity with the Series B Preferred Stock, or (iii) undertake any action
(x) the valid consummation of which would require the approval of the
Company's stockholders pursuant to the Company's Certificate of
Incorporation or Bylaws or as required by applicable law and (y) the direct
or indirect result of which would adversely affect or change the rights,
preferences or privileges of the Series B Preferred Stock. The vote of the
holders of at least two-thirds of the outstanding shares of Series B
Preferred Stock, voting separately as one class, shall be necessary to
adopt any alteration, amendment or repeal of this Section 6, in addition to
any other vote of stockholders required by law.


                  IN WITNESS WHEREOF, the Company has caused this
Certificate of Designations to be signed by [Name of authorized officer],
its [title of authorized officer] Barry F. Schwartz, its Executive Vice
President and General Counsel, and attested by Glenn P. Dickes, its
Secretary, this 19th day of April, 2001.


                                         By: /s/ Barry F. Schwartz
                                            --------------------------------
                                         Name:   Barry F. Schwartz
                                         Title:  Executive Vice President
                                                 and General Counsel


Attested:


By: /s/ Glenn P. Dickes
   ---------------------------------
Name:   Glenn P. Dickes
Title:  Secretary