(e) On December 31, 2008, M & F Worldwide Corp. (the "Company") and Harland Clarke Holdings Corp. ("Holdings"), an indirect wholly owned subsidiary of the Company, and Mafco Worldwide Corporation ("Mafco Worldwide"), a wholly owned subsidiary of the Company, amended certain compensatory plans, contracts and arrangements in order to implement changes to comply with or be exempt from
Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). Those plans, contracts and arrangements included (i) the M & F Worldwide Corp. 2008 Long Term Incentive Plan (the "LTIP"), (ii) employment agreements with Messrs. Charles T. Dawson (Chief Executive Officer of Holdings) and Stephen G. Taub (Chief Executive Officer of Mafco Worldwide), both of whom are also members of the Board of Directors of the Company; and (iii) the Mafco Worldwide Corporation Benefit Restoration Plan. The changes made to these plans, contracts and arrangements have been made for the purpose of conforming to the requirements of Section 409A. The amendments to the relevant agreements and plans are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated in this Item 5.02(e) by reference. Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 10.1      Amendment to the LTIP, dated as of December 31, 2008.

Exhibit 10.2      Amendment, dated as of December 31, 2008, to the Employment
                  Agreement, dated as of February 13, 2008, between Harland Clarke
                  Holdings Corp. and Charles T. Dawson.

Exhibit 10.3      Amendment, dated as of December 31, 2008, to the Employment
                  Agreement, dated as of August 1, 2001 as amended on October 31,
                  2006, between Mafco Worldwide Corporation and Stephen G. Taub.

Exhibit 10.4      Amendment and Restatement of the Mafco Worldwide Corporation
                  Benefit Restoration Plan, effective January 1, 2009.