Exhibit
10.2

M&F WORLDWIDE CORP. 2005
LONG TERM INCENTIVE
PLAN

FORM OF AWARD AGREEMENT FOR PARTICIPATING EXECUTIVES

OF CLARKE AMERICAN CORP.


THIS AWARD AGREEMENT is made as
of the 15th day of December, 2005, between M&F Worldwide Corp.
(‘‘M&F’’), Clarke
American Corp. (the
‘‘Company’’), and
             (the
‘‘Participant’’).


WHEREAS,
M&F has adopted the M&F Worldwide Corp. 2005 Long Term
Incentive Plan (the
‘‘Plan’’) for, among other
things, the purpose of providing certain key executives of the Company
a proprietary interest in pursuing the long-term growth, profitability
and financial success of the Company; and


WHEREAS,
pursuant to the Plan, the Compensation Committee of the Board of
Directors of M&F (the
‘‘Committee’’) has
determined to grant an award to the Participant subject to the terms,
conditions and limitations provided herein and in the Plan (the
‘‘Award’’).


NOW,
THEREFORE, the parties hereto agree as
follows:

1.    Certain Definitions.    As
used in this Agreement, the following terms shall have the meanings as
set forth below. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the
Plan:

(a)    ‘‘Award
Term’’ means the period beginning on
January  1,  2006 and ending on December  31,
2008.

(b)    ‘‘Change of
Control’’ shall have the meaning ascribed to such
term in the Indenture dated as of December  15,  2005 among
the Company, The Bank of New York, and the other parties thereto.

(c)    ‘‘Consolidated
EBITDA’’ is the Performance Measure under this
Agreement and means the consolidated net income of the Company for the
applicable Fiscal Year plus, without duplication and to the
extent reflected as a charge in the statement of such consolidated net
income for such Fiscal Year, the sum of (i) income tax expense, (ii)
interest expense, amortization or write-off of debt discount and debt
issuance costs and commissions (to the extent not already captured in
interest expense), discounts and other fees and charges associated with
indebtedness, (iii) depreciation and amortization expense (excluding
amounts of prepaid incentives under customer contracts), (iv) any
extraordinary non-cash expenses or losses, (v) any costs and expenses
incurred in connection with the acquisition of the Company by M&F
or another Affiliate, (vi) any auditing, legal, reporting or
administrative expenses incurred by the Company in complying with the
Sarbanes-Oxley Act of 2002, as amended, or other reporting obligations
required by securities laws applicable to publicly traded corporations
(except to the extent such expenses are of a type historically charged
to the business in the ordinary course), and (vii) all restructuring
costs and minus (i) to the extent included in the statement of
such consolidated net income for such period, the sum of (a) interest
income, (b) any extraordinary or non-recurring income or gains
(including, whether or not otherwise includable as a separate item in
the statement of such consolidated net income for such period, gains on
the sales of assets outside of the ordinary course of business), and
(c) income tax credits (to the extent not netted from income tax
expense) and (ii) any cash payments made during such period in respect
of items described in clause (iv) above subsequent to the fiscal
quarter in which the relevant non-cash expenses or losses were
reflected as a charge in the statement of consolidated net income, all
as determined on a consolidated basis, all of the foregoing to be
determined by the Committee with a view to consistency with management
projections disclosed as presented to M&F in that certain
Confidential Management Presentation dated August  2005.
Consolidated EBITDA will be adjusted by the Committee, as appropriate,
for material acquisitions or dispositions of any business or assets of
or by the Company or its
subsidiaries.

(d)    ‘‘Cumulative
Consolidated EBITDA’’ means the sum of
Consolidated EBITDA earned in each Fiscal Year during the Award
Term.









(e)    ‘‘Fiscal
Year’’ means the fiscal year of the Company,
which is the period January  1 through December
31.

(f)    ‘‘Grant
Date’’ means January  1,  2006, which
is the date on which the Award is granted to the
Participant.

(g)    ‘‘LTIP Bonus
Pool’’ shall have the meaning set forth in
Section
4.

(h)    ‘‘Payout’’
means the amount determined under Section
4.

(i)    ‘‘Payment
Value’’ shall have the meaning set forth in
Section 2.

(j)    ‘‘Targeted
Consolidated EBITDA’’ shall have the meaning set
forth on Schedule A attached hereto.

(k)    
‘‘Targeted Cumulative Consolidated
EBITDA’’ shall have the meaning set forth on
Schedule A attached
hereto.

(l)    ‘‘Vesting
Date’’ shall mean December  31,
2008.

2.    Grant of Award.

(a)    Pursuant to, and subject to, the terms and conditions set
forth herein and in the Plan, the Participant’s Payment Value
shall be [    ]% of the LTIP Bonus Pool for the
Award Term. The LTIP Bonus Pool shall be determined in the manner set
forth in Sections 3 and 4 hereof.

(b)    This Agreement shall
be construed in accordance with, and subject to, the terms of the Plan
(the provisions of which are incorporated herein by reference);
provided, that, in the event of any inconsistency between the
terms of the Plan and this Agreement, the terms of this Agreement shall
govern.

3.    Determination of Payout.    As
soon as practicable after the end of the Award Term, the Committee
shall determine the total amount of Cumulative Consolidated EBITDA
earned by the Company during the Award Term. The LTIP Bonus Pool shall
equal 20% of Cumulative Consolidated EBITDA earned by the
Company in excess of Targeted Cumulative Consolidated EBITDA,
provided, however if actual Consolidated EBITDA
earned in 2008 is less than Targeted Consolidated EBITDA for 2008, then
such LTIP Bonus Pool shall be reduced by application of the following
formula :    (A) * ((B)/(C))
whereby:

(A)  means the LTIP Bonus Pool (prior to
reduction),

(B)  means actual Consolidated EBITDA
earned in 2008, and

(C)  means Targeted
Consolidated EBITDA for 2008.

The formula described in the
immediately preceding sentence shall be the Performance Goal under this
Agreement. Subject to the vesting and termination of employment
provisions set forth in Sections 5 and 6, the Participant shall be
entitled to a payment equal to his or her Payment Value multiplied by
the LTIP Bonus Pool (such amount referred to as the
‘‘Payout’’).

4.    Vesting; Payment of
Payout.

(a)    Except as set forth in Section 5, the
Payout shall vest on the Vesting Date, provided that the
Participant is employed with the Company on such
date.

(b)    The Payout shall be paid as soon as practicable
following vesting, but in no event on a date that is more than two and
a half months from the Vesting Date (the date of such Payout, the
‘‘Payout Date’’).

(c)    The Payout shall be paid by the Company in
cash.

5.    Termination of Employment; Change in
Control.

(a)    Except as provided below, the Payout
shall be forfeited upon a termination of employment for any reason
prior to the Vesting Date. The Payout shall also be forfeited if the
Participant is terminated by the Company for Cause after the Vesting
Date but prior to the Payout Date.

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(b)    Upon a termination of employment
by reason of the Participant’s death or by the Company due to
Disability prior to the Payout Date, the Participant (or the
Participant’s estate, as applicable) shall be entitled to
receive on the Payout Date 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’s employment is terminated and the denominator of
which is the number of days in the Award Term.

(c)    If a
Change of Control occurs prior to the Vesting Date, the Committee, in
its sole discretion, may determine the Payout based on performance
through the date of the Change of Control as if the date of the Change
of Control was the last day of the Award Term, in which case the
Participant shall receive, as soon as reasonably practicable following
such Change of Control a payment equal to the Payout determined by the
Committee multiplied by a fraction, the numerator of which is the
number of days from January  1,  2006 through the date of
the Change of Control and the denominator of which is the number of
days in the Award Term.

6.    Tax
Withholding.    The Participant agrees to make appropriate
arrangements with the Company for satisfaction of any applicable
federal, state or local tax withholding requirements, and the Company
shall have the right to withhold from the Payout or from any other
compensation owing to the Participant such amount as may be necessary
in the opinion of the Company to satisfy all such
taxes.

7.    No Right to
Employment.    Neither the Plan nor this Agreement shall confer
on the Participant any right to continued employment with the Company,
M&F or any Affiliate.

8.    Modification of
Agreement.    Except as set forth in the Plan and herein, this
Agreement may be modified, amended, suspended or terminated, and any
terms or conditions may be waived, but only by a written instrument
executed by the parties
hereto.

9.    Severability.    Should any
provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such
holding and shall continue in full force and effect in accordance with
their terms.

10.    Governing Law.    The
validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware,
without regard to its conflict of laws principle.

11.    Successors in Interest.    This Agreement
shall inure to the benefit of and be binding upon any successor to the
Company and M&F. This Agreement shall inure to the benefit of the
Participant’s heirs, executors, administrators and successors.
All obligations imposed upon the Participant and all rights granted to
the Company and M&F under this Agreement shall be binding upon the
Participant's heirs, executors, administrators and
successors.

12.    Entire Agreement.    This
Agreement, together with the Plan, constitutes the entire agreement
between the parties with respect to the subject matter hereof and the
parties acknowledge and agree that the Award provided for herein is in
lieu and full satisfaction of the Company’s obligations pursuant
to Section 3.2.2 of the Employment Agreement among the Company, CA
Investment Corp. and the Participant dated as of October
31,  2005.

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IN WITNESS WHEREOF, each of the
parties has caused this Agreement to be duly executed as of the date
first above written.

M&F WORLDWIDE
CORP.

By:                                                                                         

Name:
Todd J. Slotkin
Title:    Executive Vice President and Chief
Financial Officer

CLARKE AMERICAN
CORP.

By:                                                                                         

Name:
Charles Dawson
Title:    President and
CEO

PARTICIPANT:

By:                                                                                         

Name:

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