Exhibit
10.1


M&F Worldwide Corp.


2005 Long
Term Incentive Plan



ARTICLE
1.    ESTABLISHMENT AND
PURPOSE


		
	1.1 	Establishment.    The
M&F Worldwide Corp. 2005 Long Term Incentive Plan is established
effective as of December  15,  2005, subject to approval by
the Company's shareholders. Awards may be made under the Plan
prior to shareholder approval of the Plan so long as such Awards are
subject to such shareholder approval. Awards may be made under the Plan
until December  31,  2010, unless the Plan is terminated
earlier by the Board. Subject to other applicable provisions of the
Plan, all Awards made under the Plan prior to such termination of the
Plan shall remain in effect until such Awards have been satisfied or
terminated in accordance with the Plan and the terms of such
Awards.


		
	1.2 	Purpose.    The
purpose of the Plan is to foster and promote the long-term financial
success of the Company and increase shareholder value by:
(a) strengthening the Company's capability to develop and
maintain a management team; (b) motivating superior performance
by means of long-term performance related incentives linked to business
performance of the Company or an Affiliate; (c) attracting and
retaining qualified personnel by providing incentive compensation
opportunities competitive with other similar companies; and (d)
enabling officers and other key employees to participate in the
long-term growth and financial success of the Company or an
Affiliate.



ARTICLE
2.    DEFINITIONS


The following Sections of this Article
provide terms used in this Plan, and whenever used herein in a
capitalized form, the terms shall be deemed to have the meanings set
forth in this Article. In addition, certain other terms used in the
Plan but not specifically defined in this Article have the definitions
given to them in the first place in which they are
used.

		
	2.1 	"Affiliate"
means any corporation, partnership, limited liability company,
association, joint-stock company, trust, unincorporated association or
other entity (other than the Company) that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is
under common control with the Company, including the subsidiaries of
the Company and other entities controlled by such
subsidiaries.


		
	2.2 	"Award"
means a grant under the Plan, based upon criteria specified by the
Committee. Awards shall be subject to the terms and conditions of the
Plan and shall be evidenced by an Award Agreement containing such
additional terms and conditions as the Committee shall deem
desirable.


		
	2.3 	"Award
Agreement" means any agreement, letter or other
instrument by which an Award is granted to a
Participant.


		
	2.4 	"Award
Cycle" means any period designated in an Award
Agreement as an "Award
Cycle."


		
	2.5 	"Award
Term" means the period designated in an Award
Agreement as the "Award
Term."


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


		
	2.7 	"Cause"
means the Company or an Affiliate having
"Cause" to terminate a Participant's
employment, as defined in any existing employment agreement between a
Participant and the Company or an Affiliate, or, in the absence of such
an employment agreement, one or more of the following: (i) continued
neglect by the Participant of the Participant's duties to the
Company or any Affiliate, (ii) conviction of the Participant of any
felony or any lesser crime or offense involving the property of the
Company or any Affiliates, (iii) willful misconduct by the Participant
in connection with the performance of any material portion of the
Participant's duties to the Company or any 










		
	 	
Affiliate, (iv) commission of any act of
fraud, personal dishonesty, disloyalty or defalcation, or usurpation of
an opportunity of the Company or any Affiliate, (v) any act that has a
material adverse effect upon the reputation of and/or the public
confidence in the Company or any Affiliate, (vi) failure to perform the
duties of the Participant's position with the Company or any
Affiliate in a timely and professional manner, or (vii) failure to
comply with a reasonable order, policy or rule that constitutes
material
insubordination.


		
	2.8 	"Code"
means the Internal Revenue Code of 1986, as amended, or any successor
thereto.


		
	2.9 	"Committee"
means the Compensation Committee of the Board or other committee
authorized by the Board to administer the
Plan.


		
	2.10 	"Company"
means M&F Worldwide Corp., a Delaware corporation, and includes any
successor or assignee corporation or corporations into which the
Company may be merged, changed or consolidated, any corporation for
whose securities the securities of the Company shall be exchanged, and
any assignee of or successor to substantially all of the assets of the
Company.


		
	2.11 	"Disability"
means "Disability" as defined in any existing
employment agreement between a Participant and the Company or an
Affiliate, or, in the absence of such an employment agreement, a mental
or physical illness that entitles the Participant to receive benefits
under the long-term disability plan of the Company, or if there is no
such plan or the Participant is not covered by such a plan or the
Participant is not an employee of the Company, a mental or physical
illness that renders a Participant totally and permanently incapable of
performing the Participant's duties for the Company, as
determined by the Committee. The determination of Disability for
purposes of this Plan shall not be construed to be an admission of
disability for any other
purpose.


		
	2.12 	"EBITDA"
means earnings before interest, taxes, depreciations and
amortization.


		
	2.13 	"Eligible
Employee" means an Employee who is employed or
serves in a position or capacity designated by the Committee as
eligible to participate in the
Plan.


		
	2.14 	"Employee"
means any person who is considered to be an employee of the Company or
an Affiliate pursuant to its personnel
policies.


		
	2.15 	"Participant"
means an Eligible Employee who satisfies the eligibility conditions of
the Plan and who has been selected by the Committee for participation
in the
Plan.


		
	2.16 	"Payment
Value" means the amount designated as the
"Payment Value" in an Award
Agreement.


		
	2.17 	"Payout"
means the actual amount to be distributed under the Plan to a
Participant with respect to the Award Term or an Award
Cycle.


		
	2.18 	"Performance
Goals" means the level of performance for the
Award Term or Award Cycle, as determined by reference to one or more of
the Performance Measures, the attainment of which results in a right
(subject to the provisions of the Plan and the Award Agreement) to
receive a Payout for the Award Term or an Award
Cycle.


		
	2.19 	"Performance
Measures" mean the particular performance
measures for the Award Term or an Award Cycle determined in the
discretion of the Committee, based upon the Committee's
determination of the goals that will most effectively further the
Company's corporate objectives. Performance Measures may (i) be
based on performance goals for the Company, any Affiliate or any
division of the Company or an Affiliate, (ii) be relative or absolute
and (iii) include sales; cash flow; cash flow from operations;
operating profit or income; net income; operating margin; net income
margin; return on net assets; economic value added; return on total
assets; return on common equity; return on total capital; total
shareholder return; revenue; revenue growth; EBITDA; EBITDA growth;
cumulative EBITDA over a period fixed by the Committee; basic earnings
per share; diluted earnings per share; funds from operations per share
and per share growth; cash available for distribution; cash available
for distribution per share and per share growth; share price
performance on an absolute basis and relative to an index of earnings
per share or improvements in the Company's or an
Affiliate's (or any division thereof's) attainment of
expense levels; implementing or completion of critical projects; or
other reasonable criteria 


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established by the Committee. Unless otherwise
specifically defined in the Plan, the foregoing criteria shall have any
reasonable definitions that the Committee may specify, which may
include or exclude any or all of the following items as the Committee
may specify: extraordinary, unusual or non-recurring items; effects of
accounting changes; effects of financing activities; expenses for
restructuring or productivity initiatives; other non-operating items;
spending for acquisitions; effects of divestitures; and effects of
litigation activities and
settlements.


		
	2.20 	"Plan"
means the M&F Worldwide Corp. 2005 Long Term Incentive Plan, as
herein set forth and as may be amended from time to
time.


		
	2.21 	"Termination
of Employment" means the occurrence of any act or
event whether pursuant to an employment agreement or otherwise that
actually or effectively causes or results in the person's
ceasing, for whatever reason, to be an officer or employee of the
Company and of any Affiliate, including, without limitation, death,
Disability, dismissal, resignation, or separation from employment as a
result of the discontinuance, liquidation, sale or transfer by the
Company and or any Affiliate of a business such entity owns or
operates.



ARTICLE
3.    ADMINISTRATION


		
	3.1 	Committee.    The
Plan shall be controlled, managed and administered by the Committee,
which shall consist of two or more members. Each member of the
Committee shall be a "Non-employee Director"
as that term is defined by Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange
Act") or any similar rule which may subsequently be
in effect
("Rule 16b-3") and
shall be an "outside director" within the
meaning of Section 162(m)(4)(C)(i) of the Code and the
Treasury Regulations promulgated thereunder. The Committee shall have
the discretion to interpret the provisions of the Plan, and its
interpretations and determinations shall be final and binding on all
persons, including the Company, all Affiliates and Participants. The
Committee may, from time to time, adopt rules or guidelines with
respect to the administration of the Plan and the rights granted
hereunder which are consistent with the provisions of the Plan and may
amend any and all rules or guidelines previously established. No
determination or decision of the Committee shall be subject to de novo
court review if the procedures of this Article have been followed by
the Committee. Subject to the express provisions of the Plan and to the
extent not inconsistent with the provisions of Section 162(m) of
the Code and the Treasury Regulations promulgated thereunder regarding
performance-based compensation, the Committee may, from time to time,
delegate or allocate the performance of any part or all its ministerial
duties under the Plan as it considers desirable to such person or
persons as it may select. All costs of Plan administration will be paid
by the Company.


		
	3.2 	Powers of
Committee.    For purposes of the Plan, the Committee's
powers shall include, but not be limited to, the following authority,
in addition to all other powers provided by, or necessary to
administer, the Plan:


			
		3.2.1 	to
determine the Award Cycle(s), Award Term, Payment Value, Performance
Goals, Performance Measures and other criteria for which the Committee
has discretion under the
Plan;


			
		3.2.2 	to select or designate,
for the Award Term or any Award Cycle, the Eligible Employees (if any)
to become Participants under the
Plan;


			
		3.2.3 	to determine the terms
and conditions of any Awards granted hereunder and to adjust the terms
and conditions of any Award under the provisions of the
Plan;


			
		3.2.4 	to provide for the forms
of Award Agreement to be utilized in connection with the
Plan;


			
		3.2.5 	to determine the Payout
to a Participant and any other right to compensation under the
Plan;


			
		3.2.6 	to appoint such agents,
counsel, accountants, consultants, claims administrator and other
persons as may be necessary or appropriate to assist in administering
the Plan;


			
		3.2.7 	to sue or cause suit
to be brought in the name of the Plan or the Company;


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		3.2.8 	to
determine whether and with what effect an individual has incurred a
Termination of Employment;


			
		3.2.9 	to
obtain from Participants such information as is necessary for the
proper administration of the
Plan;


			
		3.2.10 	to execute and file such
returns and reports as may be required with respect to the Plan;
and


			
		3.2.11 	to make any adjustments or
modifications permitted under the provisions of the
Plan.



ARTICLE 4.    PARTICIPATION, PERFORMANCE
MEASURES AND PERFORMANCE
GOALS


		
	4.1 	Participation.    The
Committee shall select which Eligible Employees will become
Participants in the Plan during any given fiscal year the Plan is in
effect. The Committee may consider any factors it deems pertinent in
selecting an Eligible Employee as a Participant. Upon the selection of
the Participants, the Committee shall provide the notices described in
Section 4.6 below. A person will become a Participant only upon
returning to the Company a signed, written Award Agreement received
from the Committee stating the person is a Participant and providing
such additional information the Committee deems relevant, including the
Award Term and, if applicable, the Award
Cycle(s).


		
	4.2 	Participation of Newly
Hired Employees.    Except as provided in the sole discretion
of the Committee, an individual must be an Eligible Employee as of the
beginning of an Award Term in order to be selected as a Participant. If
an individual first becomes an Eligible Employee after the beginning of
an Award Term, the Committee may, in its discretion, designate such new
Eligible Employee as a Participant. Unless the Committee, in its sole
discretion, determines otherwise, all amounts payable under this Plan
to such Participant for the Award Term shall be pro-rated with respect
to the date he or she first became an Eligible Employee or such later
date as designated by the Committee. The Committee may make such
adjustments as it deems appropriate in order to effectuate this
Section.


		
	4.3 	Payout
Amounts.    The Payouts that a Participant is entitled to
receive under the Plan for an Award Term or an Award Cycle, upon the
achievement of the Performance Goals, will be based upon a
pre-determined percentage of the Payment Value. Such percentages will
be set forth in an Award
Agreement.


		
	4.4 	Performance
Measures.    The Committee shall establish one or more
Performance Measures for the Award Term or an Award Cycle. It is the
intent of the Committee that the Performance Goals and Performance
Measures established for the Award Term or an Award Cycle will not
change during such period. However, certain circumstances identified at
the discretion of the Committee may warrant a modification to the
Performance Goals and Performance Measures. These circumstances would
include, but not be limited to, unforeseen events such as changes in
law, regulations, or rulings; changes in accounting principles or
practices; or a merger, acquisition, divestiture or other significant
transaction. Participants will be notified of any such modification as
soon as practicable. Different Performance Measures and/or Performance
Goals may be awarded to similarly situated Participants, and the
Performance Measures and Performance Goals awarded to one Participant
shall not have an effect on or in any way limit the Performance
Measures and Performance Goals awarded to any other
Participant.


		
	4.5 	Performance
Goals.    For any Performance Measure established by the
Committee, the Committee shall establish the levels of the Performance
Goals. After establishing the Performance Goals for a Performance
Measure, the Committee shall have the discretion, where practicable, to
provide that the amounts payable in respect of the Performance Goals
shall be prorated if the actual performance for the Award Term is
between the Performance Goals established by the
Committee.


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	4.6 	Notice of
Participation.    After an Eligible Employee has been
designated as a Participant, the Committee shall provide such
Participant with an Award Agreement setting forth the Payment Value,
the Award Term, the Award Cycle(s) during the Award Term, if any, the
Performance Measure(s) and the Performance
Goal(s).



ARTICLE 5.    CALCULATING THE
PAYOUT


		
	5.1 	General.    As
soon as practicable following the end of the Award Term or an Award
Cycle, as applicable, the Committee shall calculate the Payout to each
Participant based upon the actual performance of the Company and the
Performance Measure(s), Performance Goal(s) and Payment Values for such
period.


		
	5.2 	The
Payout.    The actual Payout amount to be distributed with
respect to an Award Term or Award Cycle, as applicable, may range over
a set of compensation values determined by the Committee, as further
described in this Section and in an Award Agreement. The amount payable
to a Participant shall not exceed the Maximum Payment applicable to
such Participant. If the actual performance during the Award Term or an
Award Cycle, as applicable, shall be less than the Performance Goal(s)
for any Performance Measure(s), the Payout shall be
zero.



ARTICLE 6.    PAYMENT OF
BENEFITS


		
	6.1 	Normal
Payout.    Except as otherwise provided in the Plan or an Award
Agreement, and subject to the condition of continued employment with
the Company or an Affiliate, as set forth in Section 6.2 below, the
Payout to a Participant for the Award Term or an Award Cycle shall be
made within two and one-half months following the close of the Award
Term or such Award Cycle in the form described in Section 6.5;
provided, however, that the Committee may, in its
discretion, defer payment until audited financial data is available
(but in any event no later than the end of the calendar year in which
such Award Term or Award Cycle ends) unless such deferral would cause
any such payment to be subject to additional taxes pursuant to Code
Section 409A. Except as otherwise provided in the subsequent Sections
of this Article 6, each Participant shall receive a payment equal to
the full value of his or her Payout for the Award Term or applicable
Award Cycle. Payouts under this Section 6.1 are conditioned upon the
Participant's compliance with any non-compete and/or
confidentiality provision in any written agreement or policy between
the Participant and the Company. Unless the Committee provides
otherwise in writing, upon the date of any violation of any such
non-compete and/or confidentiality provision, the person shall
immediately cease to be a Participant, and any amount not yet
distributed to such Participant under this Section 6.1 shall
immediately and automatically be forfeited, whether or not such
violation results in a Termination of Employment with the Company
during the Award
Term.


		
	6.2 	Forfeiture.    Unless
an applicable Award Agreement provides otherwise, if a Participant
initiates a Termination of Employment with the Company for any reason
other than for death or due to Disability, or the Participant incurs a
Termination of Employment for Cause, unless the Committee provides
otherwise in writing, the Participant shall immediately cease to be a
Participant, and any amount not yet distributed to such Participant
under Section 6.1 shall immediately and automatically be forfeited,
whether or not such Termination of Employment occurs before the end of
the Award Term.


		
	6.3 	Disability or
Death.    Unless an applicable Award Agreement provides
otherwise, a Participant's Termination of Employment with the
Company under the circumstances set forth in this Section 6.3 shall not
result in the forfeiture of the Participant's Payout or the right
to receive a Payout under the Plan: If the Participant incurs a
Termination of Employment with the Company that is the result of the
Participant's death or Disability, then, on the date the Payout
would have been made if the Participant had not incurred a Termination
of the Employment prior to that date, the Participant shall receive a
payment equal to the Payout multiplied by a fraction, the numerator of
which is the number of days from January  1,  2006 through
the date on which the Participant incurred a Termination of Employment
and the denominator of which is the number of days in the Award Term or
Award Cycle, as applicable.


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	6.4 	Form of
Payment.    Any Payout shall be made in
cash.


		
	6.5 	Deferral of
Payout.    If so permitted by the Committee, a Participant may
elect to defer receipt of all or a portion of a Payout pursuant to the
terms of any deferred compensation plan maintained by the Company or an
Affiliate in which such Participant participates or as otherwise
permitted by the Committee.



ARTICLE 7.    AMENDMENT
OR
TERMINATION


		
	7.1 	Amendment
or Termination.    The Board may amend, alter, or terminate the
Plan at any time, but no amendment, alteration or termination shall be
made which would impair the rights of a Participant under an Award
theretofore granted without the Participant's consent, except
such an amendment (a) made to cause the Plan to comply with
applicable law (including without limitation, Section 409A of the
Code), or (b) made to permit the Company a deduction under
applicable tax law. The Committee may amend, alter or discontinue the
terms of any Award theretofore granted, prospectively or retroactively,
on the same conditions and limitations (and exceptions to limitations)
as apply to the Board, and further subject to any approval or
limitations the Board may impose.



ARTICLE
8.    GENERAL
PROVISIONS


		
	8.1 	Nonalienation
of Plan Benefits.    A Participant or beneficiary may not sell,
assign, margin, transfer, pledge, encumber, convey, gift, hypothecate
or otherwise dispose of any interest in a Payout or the right to
receive Payout under this Plan, either voluntarily or involuntarily,
except by will, by the laws of descent or distribution, or as set forth
in Section 6.3 above.


		
	8.2 	No
Employment Rights.    Under no circumstances shall the terms of
employment of any Participant be modified or in any way affected by the
establishment or continuance of this Plan. The maintenance of this Plan
shall not constitute a contract of employment. The Plan will not give
any Participant a right to be retained in the employment of the
Company.


		
	8.3 	No Personal
Liability.    To the extent permitted by law, no person
(including any member of the Committee or any present or former
employee of the Company) shall be personally liable for any act done or
omitted to be done in good faith in the administration of the
Plan.


		
	8.4 	Final
Decisions.    Any ruling, regulation, procedure or decision of
the Committee shall be conclusive and binding upon all persons affected
by this Plan.


		
	8.5 	Withholding of
Taxes.    The Company shall deduct from any Payout such amount
as the Company, in its sole discretion, deems proper to protect it
against liability for the payment of taxes, and out of the money so
deducted, the Company may discharge any such liability and pay the
amount remaining to the Participant or the Beneficiary, as the case may
be.


		
	8.6 	Applicable
Law.    The Plan and all Awards made and actions taken under
the Plan shall be governed by and construed in accordance with the laws
of the State of Delaware and any applicable subdivision thereof. The
Plan shall be construed to comply with all applicable laws and to avoid
liability to the Company or a
Participant.


		
	8.7 	Successors.    The
Plan is binding on all persons entitled to benefits hereunder and their
respective heirs and legal representatives, on the Committee and its
successor, and on the Company and its successor, whether by way of
merger, consolidation, purchase or
otherwise.


		
	8.8 	Severability.    If
any provision of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining
provisions of the Plan, and the Plan shall be enforced as if the
invalid provisions had never been set forth
herein.


		
	8.9 	Provisions Relating to
Code Section 162(m).    The Plan and any Award to any
Participant who is (or who, in the judgement of the Committee, could
reasonably be expected at the time of any payment of the Award to be) a
"Covered Employee" (as defined
in Section 162(m)(3) of the Code) (any such Participant, an
"Applicable Participant")
under the Plan shall be administered, and the 


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provisions of the Plan and each Award
Agreement with an Applicable Participant shall be interpreted, in a
manner consistent with the requirements of Code
Section 162(m) and the Treasury Regulations promulgated
thereunder. If any provision of the Plan or any Agreement relating to
an Award to such a Participant does not comply or is inconsistent with
the requirements of Code Section 162(m)(4)(c) and the
Treasury Regulations promulgated thereunder, such provision shall be
construed or deemed amended to the extent necessary to conform to such
applicable requirements, if any such construction or deemed amendment
can satisfy Code Section 162(m) and the Treasury Regulations
promulgated thereunder. In addition, the following provisions shall
apply to the Plan or an Award to the extent necessary to avoid the
disallowance of a tax deduction for the Company or an
Affiliate:


			
		8.9.1 	Not later than the
date required or permitted for "qualified
performance-based compensation" under Code Section
162(m) and the Treasury Regulations promulgated thereunder, the
Committee shall determine the Participants who are Applicable
Participants who will receive Awards that are intended as qualified
performance-based compensation and the amount or method for determining
the amount of such compensation. Any Award intended to constitute
qualified performance-based compensation shall be designated in writing
as such by the Committee at the time it is
granted.


			
		8.9.2 	For Awards that are
designated as "performance-based
compensation" (as that term is used in Code Section
162(m)) in accordance with Section 8.9.1 above, no more than
$10,000,000 (the "Maximum
Payment") may be subject to any such Award granted
to any Applicable Participant and payable with respect to the
Award's entire Award Term. In the manner required by Code Section
162(m) and the Treasury Regulations promulgated thereunder, the
Committee shall, promptly after the date on which the necessary
financial and other information for the Award Term or an Award Cycle
becomes available, certify the extent to which Performance Goals have
been achieved with respect to any Award intended to qualify as
"performance-based compensation" under Code
Section 162(m) and the Treasury Regulations promulgated
thereunder. In addition, the Committee may, in its discretion, reduce
or eliminate the amount of any Award payable to any Participant, based
on such factors as the Committee may deem relevant, but the Committee
may not increase the amount of any Award payable to any Participant
above the amount established in accordance with the relevant
Performance Goals with respect to any Award intended to qualify as
"performance-based compensation" under Code
Section 162(m) and the Treasury Regulations promulgated
thereunder.


			
		8.9.3 	Notwithstanding any
other provision of this Plan to the contrary (including, without
limitation, Sections 4.4 and 4.5), with respect to any Award granted to
an Applicable Participant, (i) the Performance Goals and
Performance Measures established for the Award Term or an Award Cycle
shall not change during such period, (ii) the terms of the award
shall specify at the time of grant whether amounts payable pursuant to
the Award will or will not be prorated if actual performance for the
Award Term is between the applicable Performance Goals established by
the Committee.


		
	8.10 	Unsecured
Interest.    No Participant in the Plan shall have any interest
in any fund or specific asset of the Company by reason of the Plan. No
trust fund shall be created in connection with the Plan or any Payout
thereunder, and there shall be no required funding of amounts, which
may become payable to any
Participant.


		
	8.11 	Offset.    Any
amounts owed to the Company by the Participant of whatever nature may
be offset by the Company from the value of any Payout due under this
Plan, and no Payout shall be made under this Plan unless and until all
disputes between the Company and the Participant have been fully and
finally resolved and the Participant has waived all claims to such
against the
Company.


		
	8.12 	Indemnification.    The
officers, directors and employees of the Company, as well as the
Committee members, shall be indemnified and held harmless by the
Company against and from any and all loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by them in connection
with or resulting from any claim, action, suit, or proceeding to which
they may be a 


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party or in which they may be involved by
reason of any action taken or failure to act under this Plan and
against and from any and all amounts paid by them in settlement (with
the Company's written approval) or paid by them in satisfaction
of a judgement in any such action, suit or proceeding. The foregoing
provision shall not be applicable to any person if the loss, cost,
liability or expense is due to such person's gross negligence or
willful
misconduct.


		
	8.13 	Headings.    The
headings contained in this Plan are for reference purposes only and
shall not affect the meaning or interpretation of this
Plan.


		
	8.14 	Gender and
Number.    Words denoting the masculine gender includes the
feminine gender, and the singular shall include the plural and the
plural shall include the singular wherever required by the
context.


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