Exhibit 2.2


SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Attorneys for American Banknote Corporation,
Debtor and Debtor-in-Possession
Four Times Square
New York, New York 10036-6522
(212) 735-3000
Kayalyn A. Marafioti (KM 9362)
Frederick D. Morris (FM 6564)

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------x
               In re                          :
                                              :
AMERICAN BANKNOTE CORPORATION,                :       Chapter 11
                                              :      Case No. 99 B 11577  (PCB)
                                              :
                                Debtor.       :
                                              :
----------------------------------------------x




            FINDINGS OF FACT AND CONCLUSIONS OF LAW RELATING TO, AND
         ORDER UNDER 11 U.S.C. ss.1129(a) AND (b) CONFIRMING, THE THIRD
                AMENDED REORGANIZATION PLAN OF AMERICAN BANKNOTE
              CORPORATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE


<PAGE>


                                    RECITALS

          WHEREAS, American Banknote Corporation, debtor and debtor-in-
possession ("ABN" or the "Debtor"),1 filed with the Court its reorganization
plan, dated December 8, 1999 (the "Initial Plan"), and a related disclosure
statement and summary disclosur/e statement, dated December 8, 1999
(collectively, the "Initial Disclosure Statements"); and

          WHEREAS, on December 10, 1999, the Court entered an order (the
"December 10 Order") (i) approving the form of notice of the Confirmation
Hearing (the "Confirmation Hearing Notice"), (ii) establishing certain
procedures for publication of the Confirmation Hearing Notice and for filing and
service of objections to the Plan (as hereinafter defined), and (iii) fixing
March 7, 2000 as the date for the hearing to consider confirmation of the
Initial Plan;

          WHEREAS, notice of a hearing on the adequacy of the Initial Disclosure
Statements was served upon all parties required by the December 10 Order and
published in national editions of the WALL STREET JOURNAL and the NEW YORK TIMES
on January 4, 2000, as set forth in the affidavit of Jeanne M. Carr, sworn to on
January 19, 2000; and

          WHEREAS, on August 17, 2000, the Debtor filed with the Court its
amended reorganization plan, dated August 17, 2000, together with a related
disclosure statement and a summary disclosure statement with respect to such
amended plan, dated August 17, 2000; and

          WHEREAS, on September 12, 2000, the Debtor filed with the Court its
second amended reorganization plan, dated September 12, 2000 (the "Second
Amended Plan"), and a related disclosure statement and summary disclosure
statement with respect to the Second Amended Plan, dated September 12, 2000
(together, the "Disclosure Statements"); and

          WHEREAS, on September 12, 2000 the Court entered an order which, among
other things, established solicitation, voting, and tabulation procedures and
deadlines (the "Solicitation Procedures Order"); and

          WHEREAS, on September 12, 2000, the Court entered an order which,
among other things, approved the Disclosure Statements pursuant to section 1125
of the Bankruptcy Code (the "Disclosure Statement Order"); and

          WHEREAS, the Confirmation Hearing Notice, the Disclosure Statement,
the Plan, the Disclosure Statement Order, the appropriate Ballots, the
recommendation letter written by the Noteholders' Committee, the recommendation
letter written by the Equity Committee (together with the Noteholders' Committee
letter, the "Solicitation Letters"), the Rights Offering Procedures, and the
Notice of Exercise of Rights (collectively, the "Solicitation Package") were
transmitted to all holders of Claims and Interests and other parties in interest
in accordance with Bankruptcy Rule 3017(d) and the Solicitation Procedures
Order, as set forth in (i) the affidavit of Jeanne M. Carr, Senior Vice
President of MacKenzie Partners, the Debtor's information and tabulation agent,
sworn to October 26, 2000 (the "Solicitation Affidavit"), and the Confirmation
Hearing Notice was published in the national editions of each of the NEW YORK
TIMES and the WALL STREET JOURNAL on September 29, 2000, as set forth in the
certification of publication for the NEW YORK TIMES, certified on October 4,
2000, and the affidavit of publication of the WALL STREET JOURNAL, sworn to on
September 29, 2000 (together, the "Publication Affidavits"); and

---------------
     1 All capitalized terms not defined in this Confirmation Order have the
meanings ascribed to them in the Plan (as defined below).

<PAGE>

          WHEREAS, on October 20, 2000 ABN filed with the Court the Plan
Supplement Exhibits G, H, I, J, K, L, M, N, and P, and an unlettered Plan
Supplement regarding post-reorganization officers and directors of ABN, which
were thereafter amended on October 26, 2000 (as modified, supplemented or
amended, the "Plan Supplement"); and

          WHEREAS, on October 26, 2000, ABN filed Plan Supplement Exhibit O with
the Court; and

          WHEREAS, on October 26, 2000, ABN filed "Non-Substantive Modifications
To Second Amended Reorganization Plan" (the "Plan Modification") and a notice of
motion under 11 U.S.C.ss. 1127 and Fed. R. Bankr. P. 3019 for an order
determining that the Plan Modification should be deemed accepted by parties who
previously accepted the Plan, and that no resolicitation of votes is required
(the "Modification Notice"); and

          WHEREAS, on October 26, 2000, the Debtor filed an affidavit of Jeanne
M. Carr, Senior Vice President of MacKenzie Partners, the Debtor's information
and tabulation agent, sworn to October 26, 2000 (the "Tabulation Affidavit")
certifying the results of the ballot and master ballot tabulation for the
classes of claims voting to accept or reject the Plan; and

          WHEREAS, on October 27, 2000, ABN filed with the Court its third
amended reorganization plan, dated October 27, 2000, which reflects the Plan
Modification and other ministerial changes, if any (the "Plan"); and

          WHEREAS, pursuant to section 1128(a) of the Bankruptcy Code, the Court
held a hearing commencing on October 27, 2000 (the "Confirmation Hearing") to
consider confirmation of the Plan.

          NOW, THEREFORE, based upon the Court's review of the affidavits
previously filed with the Court, including the Solicitation Affidavit, the
Tabulation Affidavit, and the Publication Affidavits; and upon the Plan
Modification; and upon all of the evidence proffered or adduced at, the
memoranda and objection filed in connection with, and the arguments of counsel
made at, the Confirmation Hearing; and after due deliberation thereon; and upon
the entire record of this Chapter 11 Case;


<PAGE>


                     FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT IS HEREBY FOUND AND DETERMINED that2

          1. PLAN MODIFICATION.

          The modifications to the Plan as set forth in the Plan Modification
constitute changes that do not materially adversely affect any creditor,
Interest holder, or other party in interest. As such, under Bankruptcy Rule
3019, these modifications do not require additional disclosure under section
1125 of the Bankruptcy Code or resolicitation of acceptances or rejections of
the Plan under section 1126 of the Bankruptcy Code, nor do they require that
holders of Claims or Interests be afforded an opportunity to change previously
cast acceptances or rejections of the Plan.

          2. CORE PROCEEDING (28 U.S.C. SS. 157(b)(2)).

          Confirmation of the Plan is a core proceeding under 28 U.S.C.ss.
157(b)(2).

          3. TRANSMITTAL AND MAILING OF MATERIALS; NOTICE.

          The Solicitation Package was served in compliance with the December
10, 2000 Order, the Solicitation Procedures Orders and the Bankruptcy Rules, and
such transmittal and service were adequate and sufficient. Adequate and
sufficient notice of the hearing on the Disclosure Statement and the
Confirmation Hearing was given in compliance with the Bankruptcy Rules, the
December 10 Order, and the Solicitation Procedures Order, and no further notice
is required.

----------------
     2 Findings of fact shall be construed as conclusions of law and conclusions
of law shall be construed as findings of fact when appropriate. SEE Fed. R.
Bankr. P. 7052.


<PAGE>

          4. PLAN COMPLIANCE WITH BANKRUPTCY CODE (11 U.S.C. SS. 1129(a)(1)).

          The Plan complies with the applicable provisions of the Bankruptcy
Code and the Bankruptcy Rules, thereby satisfying 11 U.S.C.ss. 1129(a)(1).

               (a) PROPER CLASSIFICATION (11 U.S.C.SS.SS.1122, 1123(a)(1)).

          The Plan designates thirteen (13) Classes of Claims and Interests. The
Claims and Interests placed in each Class are substantially similar to other
Claims or Interests, as the case may be, in each such Class, and such
classification is therefore consistent with section 1122 of the Bankruptcy Code.
Valid business and legal reasons exist for the various Classes of Claims and
Interests created under the Plan, and such Classes do not unfairly discriminate
between holders of Claims or Interests. Specifically, Classes 4, 6, and 7 are
classified separately from other Unsecured Claims to take into account
contractual subordination provisions and to give effect to the negotiated
compromises achieved among the Debtor and the principal parties involved in the
formulation of the Plan. Classes 8, 11(a), and 11(b) are classified separately
from other Unsecured Claims because of their subordinated rights pursuant to
section 510(b) of the Bankruptcy Code, and applicable case law, as the case may
be. Valid legal and business reasons exist for separate classification of
Classes 4, 6, 7, 8, 11(a), and 11(b), and the Plan satisfies section 1123(a)(1)
of the Bankruptcy Code.

               (b) SPECIFIED TREATMENT OF UNIMPAIRED CLASSES (11
U.S.C.SS.1123(a)(2)).

          The Plan specifies that Classes 1, 2, 3 and 4 are not impaired under
the Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.

               (c) SPECIFIED TREATMENT OF IMPAIRED CLASSES (11
U.S.C.SS.1123(a)(3)).

          Article II.D (Impaired Classes of Claims Against And Interests In ABN)
and Article III.C. (Impaired Classes of Claims And Interests) of the Plan
specify the treatment of impaired Classes 5, 6, 7, 8, 9, 10, 11(a), 11(b), and
12, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.

               (D) NO DISCRIMINATION (11 U.S.C.SS.1123(a)(4)).

          The Plan provides for the same treatment for each Claim or Interest in
each respective Class unless the holder of a particular Claim or Interest has
agreed to a less favorable treatment of such Claim or Interest, thereby
satisfying section 1123(a)(4) of the Bankruptcy Code.

               (E) IMPLEMENTATION OF THE PLAN (11 U.S.C.SS.1123(a)(5)).

          Article IV of the Plan provides adequate and proper means for
implementation of the Plan, thereby satisfying section 1123(a)(5) of the
Bankruptcy Code. Among other things, Article IV provides for the authorization
and issuance of New Common Stock, New Warrants, Equity Options, and Rights to
purchase New Common Stock to be distributed pursuant to the Plan; the
establishment of a Securities Claims Reserve; and the revesting in Reorganized
ABN of the property of the estate not disposed of pursuant to the Plan. Other
Articles of the Plan set forth means for the implementation of the Plan as well.
For example, Article VII includes provisions regarding distributions under the
Plan, Article XIII provides for the continuing jurisdiction of the court to hear
unresolved matters, and Article IX provides the procedures for resolving
disputed, contingent, and unliquidated Claims. Moreover, the Debtor will have
sufficient cash to make all payments required to be made on the Effective Date
pursuant to the terms of the Plan.

               (f) NONVOTING EQUITY SECURITIES (11 U.S.C.SS.1123(a)(6)).

          Pursuant to Article IV.A of the Plan, the Amended and Restated
Certificate of Incorporation of American Banknote Corporation that was filed as
a Plan Supplement document (Exhibit G to the Plan) prohibits the issuance of
nonvoting equity securities, thereby satisfying section 1123(a)(6) of the
Bankruptcy Code. The holders of shares of New Common Stock, after the
Consummation Date, will vote as a single class on the basis of one vote per
share of New Common Stock.

               (g) SELECTION OF OFFICERS AND DIRECTORS (11 U.S.C.SS.1123(a)(7)).

          The provisions of the Plan and the Reorganized ABN Certificate of
Incorporation and By-laws regarding the manner of selection of officers and
directors of Reorganized ABN are consistent with the interests of creditors and
Interest holders and with public policy, thereby satisfying section 1123(a)(7)
of the Bankruptcy Code. Specifically, Article IV.D of the Plan provides that the
initial Board of Directors of Reorganized ABN shall consist of seven
individuals, whose names were disclosed in the Plan and Plan Supplement filed
with the Court on October 20, 2000. Each of the members of the initial Board of
Directors will serve until the first annual meeting of stockholders of
Reorganized ABN or his earlier resignation or removal in accordance with the
Reorganized ABN Certificate of Incorporation and Bylaws, as the same may be
amended from time to time. The Disclosure Statement and Plan Supplement identify
the individuals who shall serve as the initial officers of Reorganized ABN on
and after the Consummation Date.

               (h) IMPAIRMENT OF CLASSES (11 U.S.C.SS. 1123(b)(1)).

          In accordance with section 1123(b)(1) of the Bankruptcy Code, Articles
II and III of the Plan impair and leave unimpaired, as the case may be, each
class of Claims and Interests under the Plan.

               (i) THE ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
(11 U.S.C.SS. 1123(b)(2)).

          The Plan constitutes a motion by the Debtor to assume, as of the
Consummation Date, all executory contracts and unexpired leases to which the
Debtor is a party, unless such contract or lease (i) was previously assumed or
rejected by the Debtor, (ii) previously expired or terminated pursuant to its
own terms, (iii) is the subject of a motion to reject filed on or before the
Confirmation Date, (iv) is identified as a rejected executory contract or a
rejected unexpired lease, as applicable, in the Plan Supplement, or (v) has
otherwise been modified or superseded by agreement of the parties thereto. The
Debtor's decision regarding the assumption or rejection of the executory
contracts is based on and is within the sound business judgment of the Debtor,
and is in the best interests of the Debtor, its estate, and its creditors and
Interest holders. In accordance with the Plan, any Claim resulting from
rejection of an executory contract or unexpired lease which is not already the
subject of a timely filed proof of claim shall be forever barred and shall not
be enforceable against the Debtor or Reorganized Debtor, or their respective
properties, unless a proof of Claim is filed with the Clerk of the Bankruptcy
Court and served upon counsel for the Debtor within thirty days after service of
the earlier of (1) notice of entry of the Confirmation Order or (ii) other
notice that the executory contract or unexpired lease has been rejected. The
Plan accordingly complies with section 1123(b)(2) of the Bankruptcy Code.

               (j) RETENTION, ENFORCEMENT, AND SETTLEMENT OF CLAIMS HELD BY THE
DEBTOR (11 U.S.C.SS. 1123(b)(3)).

          Pursuant to section 1123(b)(3) of the Bankruptcy Code, Article IV.F of
the Plan provides that except as otherwise provided in the Plan, Reorganized ABN
will retain and may enforce, sue on, settle or compromise (or decline to do any
of the foregoing) any and all claims, rights, causes of action, suits, and
proceedings, whether in law or in equity, whether known or unknown, that the
Debtor or the Estates may hold against any Person or entity. Reorganized ABN or
its successor(s) may pursue such retained claims, rights, causes of action,
suits, or proceedings as appropriate, in accordance with the best interests of
the Reorganized Debtor or its successor(s) who hold such rights.

               (k) RIGHTS OF HOLDERS OF CLAIMS (11 U.S.C.SS. 1123(b)(5)).

          In accordance with section 1123(b)(5) of the Bankruptcy Code, Article
III.C.1 of the Plan provides for the modification of the rights of holders of
secured claims, and Articles III.B.2, III.B.3, and III.B.4 leaves unaffected the
rights of holders of Class 3 General Unsecured Claims and Class 4 11 5/8% Senior
Note Claims, respectively.

               (l) OTHER PROVISIONS NOT INCONSISTENT WITH TITLE 11 (11 U.S.C.SS.
1123(b)(6)).

          In accordance with section 1123(b)(6) of the Bankruptcy Code, the Plan
includes additional appropriate provisions that are not inconsistent with the
applicable provisions of the Bankruptcy Code.

               (m) CURE OF DEFAULTS (11 U.S.C.SS. 1123(d)).

          In accordance with section 1123(d), Articles III.B.4 and III.C.1 of
the Plan provide that the 11 5/8% Senior Notes and the 10 3/8% Senior Notes
shall be Reinstated, and any defaults cured, in accordance with the terms of the
Plan, the underlying indentures and applicable nonbankruptcy law.

          5. THE DEBTOR'S COMPLIANCE WITH THE BANKRUPTCY CODE (11 U.S.C. SS.
1129(a)(2)).

          The Debtor has complied with the applicable provisions of the
Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy Code.
Specifically:

               (a) ABN is a corporation organized under the laws of the State of
Delaware, and is a proper debtor under section 109 of the Bankruptcy Code.

               (b) On December 8, 1999, ABN filed a Chapter 11 petition pursuant
to section 301 of the Bankruptcy Code.

               (c) The Court has jurisdiction over this Chapter 11 Case pursuant
to 28 U.S.C.ss.1334.

               (d) Venue of this case is proper in this district pursuant to 28
U.S.C.ss.1408, because ABN's principal place of business is in New York City.

               (e) ABN is a proper proponent of the Plan pursuant to section
1121(a) of the Bankruptcy Code.

               (f) ABN has acted in accordance with all orders of the Court
entered during the Chapter 11 Case.

               (g) ABN complied with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, the December 10 Order, and the Solicitation
Procedures Order in transmitting the Solicitation Package and related documents
and notices, and in soliciting and tabulating votes on the Plan.

          6. PLAN PROPOSED IN GOOD FAITH (11 U.S.C. SS. 1129(a)(3)).

          The Debtor has proposed the Plan in good faith and not by any means
forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code.
This Court has examined the totality of the circumstances surrounding the
formulation of the Plan. Based upon the evidence presented at the Confirmation
Hearing, the Court finds and concludes that the Plan has been proposed with the
legitimate and honest purpose of reorganizing the business affairs of the Debtor
and maximizing the returns available to creditors. Consistent with the
overriding purpose of Chapter 11 of the Bankruptcy Code, the Plan is designed to
allow the Debtor to reorganize by providing it with a capital structure that
will allow it to satisfy its obligations with sufficient liquidity and capital
resources. The Plan is based on extensive arm's-length negotiations among the
Debtor and its major creditor and stakeholder constituencies leading to the
Plan's formulation which itself provides independent evidence of the good faith
of the Debtor in proposing the Plan.

          7. PAYMENTS FOR SERVICES OR COSTS AND EXPENSES (11 U.S.C. SS.
1129(a)(4)).

          Any payment made or to be made by the Debtor, or by a person issuing
securities or acquiring property under the Plan, for services or for costs and
expenses in or in connection with the Chapter 11 Case, or in connection with the
Plan and incident to the Chapter 11 Case, has been approved by, or is subject to
the approval of, the Court as reasonable, thereby satisfying section 1129(a)(4)
of the Bankruptcy Code. Specifically, (i) all fees and expenses incurred by
Professionals will be subject to the Court's final approval following the filing
of final fee applications under section 330 of the Bankruptcy Code and (ii)
pursuant to orders dated December 10, 1999 and July 17, 2000, and the Plan, ABN
or Reorganized ABN is required to pay the reasonable post-petition fees and
expenses of the Indenture Trustees and the Noteholders' Committee's
professionals.

          8. DIRECTORS, OFFICERS, AND INSIDERS (11 U.S.C. SS. 1129(a)(5)).

          The Debtor has complied with section 1129(a)(5) of the Bankruptcy
Code. Specifically:

               (a) The Debtor has disclosed in the Plan and the Plan Supplement
the identity and affiliations of any individual proposed to serve, after
confirmation of the Plan, as a director or officer of Reorganized ABN, and the
appointment to such office of such individual is consistent with the interests
of creditors and Interest holders and with public policy.

               (b) The Debtor has disclosed in the Plan Supplement the identity
of any insider who will be employed or retained by Reorganized ABN, and the
nature of such person's compensation was described at the Confirmation Hearing.

          9. NO RATE CHANGES (11 U.S.C.SS.1129(a)(6)).

          No governmental regulatory commission has jurisdiction over the rates
charged by ABN. Thus, the Plan does not provide for the change in any rates
which require regulatory approval, thereby satisfying section 1129(a)(6) of the
Bankruptcy Code.

          10. BEST INTERESTS OF CREDITORS TEST (11 U.S.C. SS. 1129(a)(7)).

               The Plan satisfies section 1129(a)(7) of the Bankruptcy Code.
Specifically:

               (a) The liquidation analysis contained in the Disclosure
Statement and in other evidence proffered or adduced at or prior to the
Confirmation Hearing have not been controverted by other evidence. The
methodology used and assumptions made in connection with the liquidation
analysis, as supplemented by other evidence at the Confirmation Hearing, are
reasonable.

               (b) Each holder of a Claim or holder of an Interest in each
impaired Class either has accepted the Plan or will receive or retain under the
Plan on account of such Claim or Interest property of a value, as of the
effective date of the Plan, that is not less than the amount that such holder
would receive or retain if the Debtor were liquidated under Chapter 7 of the
Bankruptcy Code on such date. No Class has made an election under section
1111(b)(2) of the Bankruptcy Code.

          11. ACCEPTANCE BY CERTAIN CLASSES (11 U.S.C. SS. 1129(a)(8)).

          Except for the Classes set forth in paragraph 18 below, each Class of
Claims has accepted the Plan, or is not impaired under the Plan and therefore is
conclusively presumed to have accepted the Plan without the need for
solicitation of acceptances or rejections with respect to such Class. Because
not all impaired Classes of Claims and Interests have accepted the Plan or are
deemed to have accepted the Plan, the requirements of section 1129(a)(8) have
not been met, thus requiring application of section 1129(b) of the Bankruptcy
Code.

          12. TREATMENT OF ADMINISTRATIVE AND PRIORITY CLAIMS (11 U.S.C. SS.
1129(a)(9)).

          The treatment of Administrative Claims under Article II.B and III.A.1
of the Plan satisfies the requirements of section 1129(a)(9)(A) and (B) of the
Bankruptcy Code, the treatment of Other Priority Claims under Article III.B.1 of
the Plan satisfies the requirements of section 1129(a)(9)(B) of the Bankruptcy
Code, and the treatment of Priority Tax Claims under Article II.B. and III.A.2.
of the Plan satisfies the requirements of section 1129(a)(9)(C) of the
Bankruptcy Code.

          13. ACCEPTANCE BY IMPAIRED CLASSES (11 U.S.C. SS. 1129(a)(10)).

          At least one Class of Claims that is impaired under the Plan has
accepted the Plan, determined without including any acceptance of the Plan by
any insider of the Debtor holding a Claim in such Class, thereby satisfying
section 1129(a)(10) of the Bankruptcy Code.

          14. FEASIBILITY (11 U.S.C. SS. 1129(a)(11)).

          Based upon the evidence proffered or adduced at or prior to the
Confirmation Hearing, confirmation of the Plan is not likely to be followed by
the liquidation or the need for further financial reorganization of ABN or any
successor to ABN, thereby satisfying section 1129(a)(11) of the Bankruptcy Code.

          15. PAYMENT OF FEES (11 U.S.C.SS.1129(a)(12)).

          All fees payable under 28 U.S.C. ss. 1930 have been paid or will be
paid as Administrative Claims on the Consummation Date pursuant to Article XIV.B
of the Plan, thereby satisfying section 1129(a)(12) of the Bankruptcy Code.

          16. CONTINUATION OF RETIREE BENEFITS (11 U.S.C. SS. 1129(a)(13)).

          Article VIII.F of the Plan satisfies section 1129(a)(13) of the
Bankruptcy Code, to the extent applicable.

          17. IDENTIFICATION OF PLAN PROPONENT (FED. R. BANKR. P. 3016(a)).

          As required by Bankruptcy Rule 3016(a), the Plan is dated and
identifies the Plan proponent.

          18. FAIR AND EQUITABLE; NO UNFAIR DISCRIMINATION (11
U.S.C.SS.1129(b)).

          Class 8 Unsurrendered Preferred Stock Claims is an impaired Class of
subordinated Claims. Pursuant to section 1129(b) of the Bankruptcy Code, the
Court finds that the Plan does not discriminate unfairly, and is fair and
equitable, with respect to Class 8 Unsurrendered Preferred Stock Claims.
Additionally, there is no Claim or Interest that is junior to the Claims of
Class 8 Unsurrendered Preferred Stock Claims that is receiving or retaining any
property under the Plan on account of a junior Claim or Interest, and no Class
of Claims senior to Class 8 Unsurrendered Preferred Stock Claims is receiving
more than full payment on account of the Claims in such Class. Alternatively,
the Court finds that Class 8 is deemed to have consented to the treatment of its
Class 8 Unsurrendered Preferred Stock Claim under the Plan.

          Class 12 Warrants Interests is an impaired Class of Interests.
Pursuant to section 1129(b) of the Bankruptcy Code, the Court finds that the
Plan does not discriminate unfairly, and is fair and equitable, with respect to
Class 12 Warrants Interests. No holder of Claims or Interests junior to the
Interests of Class 12 Warrants Interests will receive or retain any property
under the Plan on account of such junior Claims or Interests and no Class of
Claims senior to Class 12 Warrants Interests is receiving more than full payment
on account of the Claims in such Class.

          Thus, the Plan satisfies section 1129(b) as to each of the Classes
described above. No other impaired Class has not accepted the Plan.

          19. PRINCIPAL PURPOSE OF PLAN (11 U.S.C.SS.1129(d)).

          The principal purpose of the Plan is not the avoidance of taxes or the
avoidance of the application of Section 5 of the Securities Act of 1933 (15
U.S.C. ss. 77e), and no governmental unit has objected to confirmation of the
Plan.

          20. OBJECTIONS.

          All objections to confirmation filed with the Court have been
withdrawn, settled, or overruled.

          21. PLAN SETTLEMENTS.

          The proposed settlements set forth in Article XIII.A, B, C, and D of
the Plan are fair, reasonable, and in the best interests of ABN's creditors.

          22. SUCCESSOR OF AMERICAN BANKNOTE.

          Reorganized ABN will be the successor of ABN.

          23. EXEMPTION FROM SECURITIES LAWS (11 U.S.C. SS. 1145(a)).

          The issuance and distribution of the (a) New Common Stock (including
New Common Stock to be issued upon the exercise of the New Warrants, Equity
Options, Consultant Options, and Rights), (b) New Warrants, (c) Equity Options,
(d) Consultant Options, (e) Rights, and (f) Restated 10 3/8% Senior Notes have
been duly authorized, and when issued as provided in the Plan, will be validly
issued, fully paid, and nonassessable. The offer and sale of the items described
in (a) through (f) above are in exchange for Claims against the Debtor, or
principally in such exchange and partly for cash or property, within the meaning
of section 1145(a)(1) of the Bankruptcy Code. In addition, under section 1145 of
the Bankruptcy Code, to the extent, if any, that the above-listed items
constitute "securities," (I) the offering of such items is exempt and the
issuance and distribution of such items will be exempt from Section 5 of the
Securities Act of 1933 and any state or local law requiring registration prior
to the offering, issuance, distribution, or sale of securities, and (II) all of
the above-described items will be freely tradable by the recipients thereof,
subject to (A) the provisions of section 1145(b)(1) of the Bankruptcy Code
relating to the definition of an underwriter in Section 2(11) of the Securities
Act of 1933, as amended, and compliance with any rules and regulations of the
Securities and Exchange Commission, if any, applicable at the time of any future
transfer of such securities or instruments, and (B) the restrictions on the
transferability of such securities and instruments. Pursuant to and to the
fullest extent permitted by section 1145 of the Bankruptcy Code, the resale of
any of the items described in (a) through (f) above shall be exempt from Section
5 of the Securities Act and any state or local law requiring registration prior
to the offering, issuance, distribution or sale of the securities.

          24. GOOD FAITH SOLICITATION; GOOD FAITH SALE OF SECURITIES (11
U.S.C.SS. 1125(e)).

          (a) The Debtor and its agents, accountants, business consultants,
representatives, attorneys, and advisors, through their participation in the
negotiation and preparation of the Plan and the Disclosure Statement and their
efforts to confirm the Plan, have solicited acceptances and rejections of the
Plan in good faith and participated in this Chapter 11 Case in compliance with
the applicable provisions of the Bankruptcy Code.

          (b) The Debtor and the holders of Claims and Interests receiving any
of the instruments described in paragraph 22(a) - (f) above, and their agents,
representatives, attorneys, and advisors, have participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code in the offer,
sale, issuance, and purchase of the items described in paragraph 22(a) - (f)
above.

          25. TRANSFERS OF PROPERTY.

          (a) The transfer by ABN to, and the revesting of property in,
Reorganized ABN (i) is a legal, valid, and effective transfer of property, (ii)
vests Reorganized ABN with good title to such property free and clear of all
liens, charges, claims, encumbrances, or interests, except as expressly provided
in the Plan or this Confirmation Order, (iii) does not constitute an avoidable
transfer under the Bankruptcy Code or under applicable nonbankruptcy law, and
(iv) does not and shall not subject Reorganized ABN to any liability by reason
of such transfer under the Bankruptcy Code or under applicable nonbankruptcy
law. The transfers of property by the Debtor to holders of Claims or Interests
under the Plan are for good consideration and value.

          26. WAIVER OF CLAIMS, COVENANT NOT TO SUE, INJUNCTION, AND RELEASES.
This Court has jurisdiction under sections 1334(a) and (b) of title 28 of the
United States Code to approve the waiver of claims, covenant not to sue,
injunction, and releases set forth in Article III.C.2 and Article XIV.G of the
Plan.

          Section 105(a) of the Bankruptcy Code permits the approval of the
waiver of claims, the covenant not to sue, the issuance of the injunction, and
the releases set forth in Article III.C.2 and Article XIV.G of the Plan,
especially where, as here, such provisions are essential to the formulation and
implementation of the Plan as provided in section 1123(a)(5) of the Bankruptcy
Code, confer material benefits on the Debtor's estate, and are in the best
interests of the Debtor, Reorganized ABN, the Debtor's estate and its creditors
and stakeholders.

          On the basis of the written record of this Chapter 11 Case and the
evidence presented at the Confirmation Hearing, this Court finds and concludes
that it has jurisdiction to approve the waiver of claims, covenant not to sue,
the issuance of the injunction, and the releases set forth in Article III.C.2
and Article XIV.G of the Plan and that such provisions of the Plan are
consistent with sections 105, 524, 1123, and 1129 of the Bankruptcy Code. This
Court also finds and concludes that all parties released under the Plan have
contributed value to the Debtor's estate in consideration for such releases and
would not have contributed such value absent such releases.

          27. NO LIQUIDATION.

          The Plan does not provide for the liquidation of all or substantially
all of the property of ABN.

          28. CONDITIONS TO CONFIRMATION.

          Each of the conditions to confirmation set forth in Article X.A of the
Plan has been satisfied, or may be satisfied or waived.

          29. JURISDICTION.

          The Court will retain jurisdiction over the matters set forth in
Article XII of the Plan.

          30. WAIVER OF FEDERAL RULE OF CIVIL PROCEDURE 62(a).

          Fed. R. Civ. P. 62(a) shall not apply to this Confirmation Order.

                                     DECREES

NOW, THEREFORE, IT IS HEREBY ORDERED THAT,

          31. MODIFICATION.

          (a) The Plan complies with the requirements of sections 1122 and 1123
of the Bankruptcy Code. The Plan, as modified on October 26, 2000 by the Plan
Modification, is the Plan before the Court.

          (b) The modifications to the Plan as set forth in the Plan do not
adversely change the treatment of any Claim of any creditor or the Interest of
any Interest holder and, therefore, no further solicitation of votes is required
and the Plan as modified is deemed accepted by all creditors and Interest
holders who have previously accepted the Plan prior to its modification.

          (c) No further disclosure regarding the Plan is required.

          32. CONFIRMATION.

          The Plan, as modified on October 27, 2000, a copy of which (without
the Plan Supplement) is attached hereto as Exhibit A, is hereby confirmed, and
all acceptances and rejections previously cast for or against the Plan are
hereby deemed to constitute acceptances or rejections of the Plan as modified,
and all parties in interest are authorized and empowered, or enjoined, as the
case may be, to act in accordance with its terms.

          33. OBJECTIONS.

          Each of the objections to confirmation of the Plan, which has not been
withdrawn, waived, or settled, and all reservations of rights included therein,
is overruled. To the extent that pleadings or letters filed by individuals or
entities constitute objections to confirmation of the Plan and have not been
withdrawn, waived, or settled, they are overruled.

          34. EXECUTORY CONTRACTS.

          All executory contracts or unexpired leases assumed by the Debtor
during this Chapter 11 Case or under the Plan shall be assigned and transferred
to, and remain in full force and effect for the benefit of, Reorganized ABN,
notwithstanding any provision in such contract or lease (including those
described in sections 365(b)(2) and (f) of the Bankruptcy Code) that prohibits
such assignment or transfer or that enables or requires termination of such
contract or lease.

          35. DISCHARGE, RELEASES, AND INJUNCTION.

          (a) Except as otherwise expressly provided in the Plan and in this
Confirmation Order, ABN is discharged and released from all Claims against,
liens on, and Interests in each of the Debtor, the Debtor's assets, and its
properties, arising at any time before the entry of the Confirmation Order,
regardless of whether a proof of Claim or proof of Interest therefor was filed,
whether the Claim or Interest is Allowed, or whether the holder thereof votes to
accept the Plan or is entitled to receive a distribution thereunder, subject to
the occurrence of the Distribution Date. Subject to the occurrence of the
Distribution Date, any holder of such discharged Claim or Interest shall be
precluded from asserting against the Debtor or any of its assets or properties
any other or further Claim or Interest based upon any document, instrument, act,
omission, transaction or other activity of any kind or nature that occurred
before the date hereof.

          (b) The commencement or continuation of any action or the employment
of process with respect to any Claim, Interest, or debt discharged hereunder, or
any act to collect, recover, or offset any Claim or Interest discharged
hereunder as a personal liability of ABN, or from properties of ABN, shall be,
and hereby are, forever enjoined. Except as otherwise expressly provided in the
Plan or the Confirmation Order, all entities who have held, hold, or may hold
Claims against, or Interests in, the Debtor are permanently enjoined, on and
after the Consummation Date, subject to the occurrence of the Distribution Date,
from (i) commencing or continuing in any manner any action or other proceeding
of any kind with respect to any such Claim or Interest, (ii) the enforcement,
attachment, collection, or recovery by any manner or means of any judgment,
award, decree or order against the Debtor on account of any such Claim or
Interest, (iii) creating, perfecting, or enforcing any encumbrance of any kind
against the Debtor or against the property or interests in property of the
Debtor on account of any such Claim or Interest, and (iv) asserting any right of
setoff, subrogation, or recoupment of any kind against any obligation due from
the Debtor or against the property or interests in property of the Debtor on
account of any such Claim or Interest. The foregoing injunction shall extend to
successors of the Debtor (including, without limitation, the Reorganized Debtor)
and their respective properties and interests in property.

          (c) All releases, waivers of Claims, covenants not to sue,
injunctions, and exculpation provided under the Plan, including those described
in Articles III.C.2, XIV.E, F, G, H, and N of the Plan, are hereby approved as
an essential part of the Plan and are fair, equitable, reasonable, and in the
best interests of the Debtor, Reorganized ABN, the Debtor's estate, its
creditors, and, except as otherwise expressly provided in the Plan or in this
Confirmation Order, subject to the occurrence of the Distribution Date, shall
be, and they hereby are, effective and binding on the Debtor and all Persons who
have held, hold, or may hold Claims against or Equity Interests in the Debtor.

          (d) In accordance with Article XIV.P of the Plan, unless otherwise
provided in the Plan or herein, all injunctions or stays provided for in the
Chapter 11 Case under sections 105 or 362 of the Bankruptcy Code or otherwise,
and extant on the Confirmation Date (excluding an injunctions or stays contained
in the Plan or the Confirmation Order), shall remain in full force and effect
until the Consummation Date.

          (e) Each holder of a Senior Subordinated Note Claim shall be deemed to
have released each Subsidiary Guarantor from such Subsidiary Guarantor's
Subsidiary Guarantee.

          36. TERMINATION OF SUBORDINATION-RELATED RIGHTS.

          All Claims against and Interests in ABN and all rights and claims
between or among holders of Claims and Interests relating in any manner
whatsoever to Claims against and Interests in ABN, based upon any claimed
subordination rights (if any), are deemed satisfied by the distributions under
the Plan to holders of Claims and Interests having such subordination rights,
and such subordination rights are deemed waived, released, discharged, and
terminated as of the Consummation Date, except with respect to holders of Class
4 Claims and Class 5 Claims, which are not waiving any such rights prospectively
after the Consummation Date and will retain such rights under the applicable
indentures. Distributions to the various Classes of Claims and Interests
hereunder shall not be subject to levy, garnishment, attachment, or like legal
process by any holder of a Claim by reason of any claimed subordination rights
or otherwise, so that each holder of a Claim shall have and receive the benefit
of the distributions in the manner set forth in the Plan.

          37. BINDING EFFECT.

          Effective as of the Confirmation Date, but subject to the occurrence
of the Consummation Date, in accordance with section 1141(a) of the Bankruptcy
Code, the Plan, its provisions, and this Order shall be binding upon: (i) the
Debtor; (ii) any entity acquiring or receiving property (including, without
limitation, the New Securities) under the Plan; (iii) any party to an executory
contract or unexpired lease of the Debtor; and (iv) any creditor or Interest
holder of the Debtor, whether or not the Claim or Interest of such creditor or
Interest holder is impaired under the Plan and whether or not such creditor or
Interest holder has accepted the Plan.

          38. REVESTING OF PROPERTY.

          In accordance with Article IV.E of the Plan, except as otherwise
expressly provided in the Plan or Confirmation Order, on the Confirmation Date,
the Debtor will be vested with all of the property of the Debtor's estate,
together with any property of the Debtor that is not property of its estate and
that is not specifically disposed of pursuant to the Plan, free and clear of all
Claims, liens, encumbrances, charges and other interests of creditors and
Interest holders, and may operate its business thereafter and may use, acquire,
and dispose of property free of any restrictions of the Bankruptcy Code, the
Bankruptcy Rules, and the Bankruptcy Court. Without limiting the generality of
the foregoing, the Reorganized Debtor may, without application to or approval by
the Bankruptcy Court, pay professional fees and expenses that it incurs after
the Confirmation Date.

          39. APPROVAL OF INITIAL OFFICERS, DIRECTORS.

          Pursuant to section 1129(a)(5)(A)(ii) of the Bankruptcy Code, the
Court approves as consistent with the interest of creditors and Interest holders
and with public policy the selection, election, and continuance, as the case may
be, of the individuals set forth in the Disclosure Statement and Plan Supplement
as officers or directors, as the case may be, of Reorganized ABN as of the
Consummation Date. Without further event or action by any Person (other than the
occurrence of the Consummation Date), each of the individuals referred to above
shall become a director or officer, as the case may be, of Reorganized ABN, as
of the Consummation Date. Nothing set forth herein shall prevent any of the
foregoing individuals from resigning as an officer or director, as the case may
be, without further order of the Court.

          40. GENERAL AUTHORIZATIONS.

          The Debtor, Reorganized ABN, or any officer thereof is hereby
authorized and empowered pursuant to section 1142(b) of the Bankruptcy Code to:

          (a) Without the need for shareholder or Board of Director's approval,
execute and deliver, and take such action as is necessary to effectuate the
terms of, the instruments, securities, agreements, and documents contemplated by
the Plan and related documents contemplated by the Plan and related documents in
substantially the form of such instruments, securities, agreements, or documents
attached as exhibits to the Plan or Disclosure Statement, or included in the
Plan Supplement, or to be filed with the Court on or before the Consummation
Date, including all annexes and exhibits attached to those exhibits to the Plan
or Disclosure Statement, those documents included in the Plan Supplement, and
any other documents delivered in connection with those exhibits; PROVIDED,
HOWEVER, that ABN or Reorganized ABN with the Noteholders' Committee's consent
may make such additional ministerial changes as ABN or Reorganized ABN deems
necessary, without notice and a hearing under section 1127(b) of the Bankruptcy
Code or disclosure or resolicitation under section 1127(c) of the Bankruptcy
Code, as long as such changes do not materially affect the rights of any party
in interest.

          (b) Issue, execute, deliver, file, and record any documents, court
papers, or pleadings, and to take any and all actions as may be necessary or
desirable to implement, effect, or consummate the transactions contemplated by
the Plan whether or not specifically referred to in the Plan or related
documents and without further application to or order of the Court.

          (c) Issue the securities, instruments, and other interests
contemplated by the Plan, including the New Common Stock, New Warrants,
Consultant Options, Equity Options, Rights, Management Incentive Options, and
Restated 10 3/8% Senior Notes, all as described in Article VI of the Plan, and
Exhibits A, C, H, I, J, and K to the Plan.

          (d) File with the appropriate Secretary of State the Amended and
Restated Certificate of Incorporation of American Banknote Corporation,
substantially in the form previously filed with the Court at Exhibit G to the
Plan.

          (e) Amend and restate the By-laws of ABN, substantially in the form
previously filed with the Court at Exhibit G to the Plan.

          41. CANCELLATION OF COMMON STOCK.

          Effective as of the Consummation Date, the instruments evidencing the
10d% Senior Notes, the 11 1/4% Senior Subordinated Notes, the Convertible
Subordinated Notes, and all Interests shall be cancelled and be deemed null and
void. Effective as of the Distribution Record Date (defined below), no further
transfers of the 10d% Senior Notes, the 11 1/4% Senior Subordinated Notes,
Common Stock, Preferred Stock, or other Interests shall be recognized, and
distributions on the Distribution Date shall be made in accordance with the
transfer ledgers as of the close of business on January 5, 2001 (the
"Distribution Record Date").

          42. EXEMPTION FROM STAMP TAXES.

               (a) Pursuant to section 1146(c) of the Bankruptcy Code, the
issuance, transfer, or exchange of any security, or the making, delivery,
filing, or recording of any instrument of transfer under the Plan shall not be
taxed under any law imposing a recording tax, stamp tax, transfer tax, or
similar tax.

               (b) All filing or recording officers, wherever located and by
whomever appointed, are hereby directed to accept for filing or recording, and
to file or record immediately upon presentation thereof, all instruments of
absolute or collateral transfer without payment of any recording tax, stamp tax,
transfer tax, or similar tax or governmental assessment (other than standard
filing fees) imposed by federal, state, or local law. Notice of entry of this
Confirmation Order in the form approved by the Court (i) shall have the effect
of an order of the Court, (ii) shall constitute sufficient notice of the entry
of this Confirmation Order to such filing and recording officers, and (iii)
shall be a recordable instrument notwithstanding any contrary provision of
nonbankruptcy law. The Court specifically retains jurisdiction to enforce the
foregoing direction, by contempt or otherwise.

               43. PLAN CLASSIFICATION CONTROLLING.

               The classification of Claims and Interests for purposes of
payment of the distributions to be made under the Plan is governed solely by the
terms of the Plan. The classifications set forth on the Ballots tendered to or
returned by the creditors and Interest holders of ABN in connection with voting
on the Plan (a) were set forth thereon solely for purposes of voting on the
acceptance or rejection of the Plan and tabulation of such votes, (b) to not
necessarily represent and in no event shall be deemed to modify or otherwise
affect the actual classification of such Claims and Interests under the terms of
the Plan for distribution purposes, and (c) may not be relied upon by any
creditor or Interest holder as actually representing the actual classification
of such Claims and Interests under the terms of the Plan for distribution
purposes.

               44. PAYMENT OF ADMINISTRATIVE CLAIMS.

               (a) As provided in the Plan, each holder of an Allowed
Administrative Claim entitled to priority under section 507(a)(1) of the
Bankruptcy Code shall receive Cash in an amount equal to such Allowed
Administrative Claim, unless the holder of an Allowed Administrative Claim has
agreed to different treatment in writing; PROVIDED, HOWEVER, that Allowed
Administrative Claims with respect to liabilities incurred by the Debtor in the
ordinary course of business during the Chapter 11 Case shall be paid in the
ordinary course of business in accordance with the terms and conditions of any
agreements relating thereto.

               (b) ABN or Reorganized ABN shall pay in full the reasonable
post-petition fees and expenses of the Indenture Trustees and their respective
professionals, and the Noteholders' Committee's professionals, on or before the
Consummation Date without the need for such Indenture Trustees or such
professionals to file a fee application or obtain Bankruptcy Court approval of
such fees and expenses.

               (c) The Administrative Claims Bar Date for the filing of all
Administrative Claims, including Substantial Contribution Claims (but not
including claims for Professional Fees or the expenses of the members of any
statutory committee (if appointed)), is the date that is 45 days after the
Distribution Date. Holders of asserted Administrative Claims, other than claims
for Professional Fees, United States Trustee fees, or the expenses of the
members of the Equity Committee, not paid prior to the Confirmation Date must
submit proofs of Administrative Claim on or before such Administrative Claims
Bar Date or forever be barred from doing so. The notice of Confirmation to be
delivered pursuant to Fed. R. Bankr. P. 3020(c) and 2002(f) will set forth such
date and constitute notice of this Administrative Claims Bar Date. The Debtor or
Reorganized Debtor, as the case may be, shall have 45 days (or such longer
period as may be allowed by order of the Bankruptcy Court) following the
Administrative Claims Bar Date to review and object to such Administrative
Claims before a hearing for determination of allowance of such Administrative
Claims.

               45. PAYMENT OF PROFESSIONAL AND OTHER FEES.

               Each professional retained in this Chapter 11 Case shall serve
and file its final fee application within the period specified in Article
XIV.A.2 of the Plan unless otherwise extended by the Court. The Debtor shall pay
all fees arising under 28 U.S.C.ss. 1930(a)(6) through the entry of a final
decree closing the case.

               46. SECOND SUPPLEMENTAL INDENTURE.

               Notwithstanding the terms and conditions of Article 2 and Article
10 of the 10d% Senior Notes Indenture, the Senior Notes Indenture Trustee is
hereby authorized and directed to enter into the Second Supplemental Indenture,
substantially in the form annexed to Plan as Exhibit K (the "Second Supplemental
Indenture"), and to authenticate and deliver the (i) additional Restated 10d%
Senior Notes in the aggregate principal amount of $1,130,000, (ii) additional
Restated 10d% Senior Notes in the aggregate principal amount equal to the
aggregate unpaid interest through the interest payment date immediately
preceding the Consummation Date, and (iii) as and when so elected by Reorganized
ABN, Restated 10d% Senior Notes in lieu of cash interest, without requiring or
needing any additional documentation whatsoever, including, without limitation,
a Board of Directors resolution, written order, or officers' certificate of ABN,
or an opinion of counsel. The Second Supplemental Indenture and the Restated
10d% Senior Notes are the legal, valid and binding obligations of the Company.

               47. RABBI TRUST PARTICIPANTS.

               A. Upon reaching the age of 65, each of Sussane Jonas, Roslyn
Weitzen, Gerhard Hennig, Tilly Hennig, Marie Parente, Patricia Reddy, and
Patrick Reddy (collectively, along with each and every other participant of the
Trust as hereinafter defined, the "Participants") shall, to the extent they have
not already, enroll in Medicare and Blue Cross/Blue Shield as a Medicare
supplement. Additionally, each of the Participants shall, to the extent they
have not already, enroll in health insurance plans offered by ABN through CIGNA
and The First Rehabilitation Insurance Company Of America (together with Blue
Cross/Blue Shield and Medicare, and as may be replaced in accordance with the
terms of this confirmation order, the "Medical Plans"). Subject to paragraph
47.E below, such Medical Plans shall be continued without interrpuption for the
benefit of the Participants throughout their lifetime.

               B. Each of the Participants shall timely submit any medical
claims which qualify as "medical care" under section 105(b) of the Internal
Revenue Code of 1986, as amended, notwithstanding the percentage limitations on
deductibility set forth therein (each, a "Covered Medical Claim") to each of the
Medical Plans and shall further cooperate in the coordination of benefits among
the Medical Plans and any other medical or benefit plans that each Participant
may have so as to MAXIMIZE the likelihood that the Medical Plans reimburse such
claims.

               C. If, after properly submitting a Covered Medical Claim to each
of the Medical Plans and cooperating in the coordination of benefits, any
portion of the Covered Medical Claims remains unreimbursed by each of the
Medical Plans (a "Deficiency Amount"), the Participants shall submit a
certification, with supporting documentation, as to the Deficiency Amount to ABN
or its successors. As promptly as is practicable, but no later than 30 days
thereafter, ABN shall reimburse or pay, as the case may be, each Participant in
full for the Deficiency Amount or shall advise the Participant that it questions
the Deficiency Amount.

               D. ABN shall pay the reasonable fees and expenses of the current
counsel to each of (i) the Participants other than Marie Parente, and (ii) Marie
Parente, in accordance with section 1129(a)(4) of the Bankruptcy Code to the
extent that such fees and expenses are approved by the Court after submission of
a fee application in respect thereof; PROVIDE, HOWEVER, that ABN shall not be
obligated to pay any such fees and expenses for either counsel to the extent
such fees exceed $10,000, respectively.

               E. In the event that ABN terminates any of the Medical Plans
(other than Blue Cross/Blue Shield) or ABNCo (as defined below) terminates the
CIGNA retiree plan described below, ABN shall replace any such terminated
Medical Plan with a health insurance plan which provides comparable benefits.

               F. As long as the retired employees of American Banknote Company,
Inc. ("ABNCo") are covered by the CIGNA retiree plan maintained by ABNCo, ABN
shall continue to cover the Participants under such CIGNA retiree plan. In the
event that such CIGNA retiree plan is terminated by ABNCo, ABN shall provide the
Participants with comparable coverage in accordance with paragraph 47.E above.

               G. In the event that substantially all of the current executive
level employees of ABN shall cease to be employed by ABN and shall be employed
by an affiliate of ABN, ABN or its successor shall provide that the Participants
shall be entitled to participate in any health insurance plans in which such
executive level employees participate, and the current Medical Plans shall be
terminated and replaced accordingly.

               H. The corpus of that certain Post-Retirement Welfare Benefit
Trust of International Banknote Company, Inc. (the "Trust") shall be turned over
to ABN net of any and all compensation, fees and expenses of The Chase Manhattan
Bank, as successor trustee under the Trust (the "Trustee"), following the
satisfaction of each of the following conditions: (i) receipt by ABN and the
Trustee of written release agreements by each Participant in form and substance
satisfactory to the Trustee and ABN and (ii) the entry of this order enjoining
the Participants (and their beneficiaries) from commencing a suit, action,
demand, or proceeding arising out of or in connection with the Trust against the
Trustee and ABN.

               I. Each Participant and each former participant of the Trust (and
each of the respective heirs and successors of each of the foregoing) is hereby
enjoined and barred from commencing a suit, action, demand, or proceeding
arising out of or in connection with the Trust of any kind whatsoever, arising
at any point in time.

               J. ABN and Reorganized ABN (and any of their respective
successors) shall indemnify the Trustee solely for any and all costs and
expenses incurred by the Trustee in connection with the defense of any action,
suit, demand, or proceeding arising out of or in connection with or in violation
of the releases and injunction described above for a period of 10 years from the
date of entry of this order.

               K. The Trust is hereby terminated. Neither ABN, Reorganized ABN,
or the Trustee shall have any further duty under that certain Trust Agreement
made and entered as of December 29, 1989 in connection with the Trust between
ABN and the Trustee, as successor trustee, to the Trust, ABN (or any successor),
Reorganized ABN (or any successor), ABN's estate, the Trustee, the Participants,
or any other party, except as otherwise expressly provided for herein. None of
the Participants or ABN or any of their successors, heirs, or assigns, shall
have any rights under the Trust, and any actions brought by Participants or ABN
or any of their successors, heirs, or assigns in respect of the Trust would be
an express violation of the releases and injunctions provided herein.

               L. An order in adversary proceeding no. 99-2399 (PCB) granting
summary judgment to ABN subject to the terms and conditions of this order shall
be entered when this order becomes final.

               48. SETTLEMENTS.

               Pursuant to Bankruptcy Rule 9019 and section 1123(b)(3) of the
Bankruptcy Code, the settlements (i) between ABN and ABNH, (ii) among ABN, ABNH,
and the parties to the ABN Securities Action and ABNH Securities Action, (iii)
between the Equity Committee and the plaintiffs in the ABN Securities Action and
the ABNH Securities Action, and (iv) between the Consultant and the Equity
Committee, all as described in Article XIII.A, B, C, and D of the Plan, are
hereby approved.

               49. FAILURE TO CONSUMMATE PLAN.

               In accordance with Article XIV.K of the Plan, if the Consummation
Date does not occur, then (i) the Plan shall be null and void in all respects,
(ii) any settlement or compromise embodied in the Plan (including the fixing or
limiting to an amount certain any Claim or Class of Claims), assumption or
rejection of executory contracts or leases effected by the Plan, and any
document or agreement executed pursuant to the Plan shall be deemed null and
void, and (iii) nothing contained in the Plan, and no acts taken in preparation
for consummation of the Plan, shall (a) constitute or be deemed to constitute a
waiver or release of any Claims by or against, or any Interests in, the Debtor
or any other Person, (b) prejudice in any manner the rights of the Debtor or any
Person in any further proceedings involving the Debtor, or (c) constitute an
admission of any sort by the Debtor or any other Person.

               50. RETENTION OF JURISDICTION.

               The Court shall retain jurisdiction in accordance with the terms
of Article XII of the Plan, the other provisions of this Confirmation Order, and
sections 1142 and 105 of the Bankruptcy Code. Until this Chapter 11 Case is
closed, any party in interest may commence a proceeding in the Court in respect
of any matter as to which jurisdiction has been retained.

               51. REFERENCE TO PLAN.

               Any document related to the Plan that refers to a plan of
reorganization of ABN other than the Plan confirmed by this Confirmation Order
shall be, and it hereby is, deemed to be modified such that such reference to a
plan of reorganization of ABN in such document shall mean the Plan confirmed by
this Confirmation Order, if appropriate.

               52. INCONSISTENCY.

               In the event of an inconsistency between the Plan and any other
agreement, instrument, or document intended to implement the provisions of the
Plan, the provisions of the Plan shall govern unless otherwise expressly
provided for in such agreements, instruments, or documents. In the event of any
inconsistency between the Plan and any agreement, instrument, or document
intended to implement the Plan and this Confirmation Order, the provisions of
this Confirmation Order shall govern. This Confirmation Order shall supersede
any orders of the Court issued prior to the Consummation Date that may be
inconsistent herewith.

               53. NOTICE OF ENTRY OF CONFIRMATION ORDER.

               In accordance with Bankruptcy Rules 2002 and 3020(c), on or
before the Consummation Date, ABN (or its agents) shall give notice of the entry
of this Confirmation Order, in substantially the form of Exhibit B annexed
hereto (the "Notice of Confirmation"), by United States first class mail postage
prepaid, by hand, or by overnight courier service to (a) the United States
Trustee, (b) counsel for the Noteholders' Committee, (c) counsel for the Equity
Committee, (d) the Securities and Exchange Commission at Washington, D.C., (e)
the District Director of Internal Revenue (Manhattan), (f) the United States
Attorney for the Southern District of New York, (g) each department, agency, or
instrumentality of the United States that asserts a non-tax claim against ABN,
(h) the entities who objected to the confirmation of the Plan, (i) entities who
requested notices under Bankruptcy Rule 2002, (j) the Indenture Trustees, (k)
all creditors who have filed proofs of claim in the Chapter 11 Case or who are
scheduled in ABN's schedules of assets and liabilities, dated December 8, 1999,
or any amendment or modification thereto, (l) all holders of Interests as of
September 12, 2000, and (m) counsel to the plaintiffs in the ABN Securities
Action and ABNH Securities Action; PROVIDED HOWEVER, that the giving of notice
of the entry of this Confirmation Order to the holders of Claims (including
beneficial holders) based on the debt securities of ABN shall be sufficient if
the Notice of Confirmation is sent to holders of record, as of September 12,
2000, of such debt securities and to the Indenture Trustees.

               53. RETURNED MAIL.

               Notwithstanding anything to the contrary contained herein, no
notice or service of any kind will be required to be mailed or made upon any
person to whom ABN mailed a notice of the last date for filing proofs of claim
in this Chapter 11 Case, the notice of the Disclosure Statement Hearing, or the
various solicitation packages containing, among other things, notice of the
Confirmation Hearing, but received any of such notices returned marked
"undeliverable as addressed," "moved - left no forwarding address," or
"forwarding order expired," or similar reason, unless ABN has been informed in
writing by such person of that person's new address.

               54. PUBLICATION NOTICE.

               The Debtor shall publish the Notice of Confirmation within ten
business days after the Confirmation Date once each in the national editions of
the NEW YORK TIMES and the WALL STREET JOURNAL.

               55. AUTHORIZATION TO CLOSE.

               The Court hereby authorizes ABN to consummate the Plan
immediately after entry of this Confirmation Order subject to the occurrence of
the conditions precedent to Consummation set forth in Article X.B of the Plan.

               56. SUFFICIENCY OF NOTICE OF CONFIRMATION.

               Mailing and publication of the Notice of Confirmation in the time
and manner set froth in the preceding paragraphs are adequate and satisfy the
requirements of Bankruptcy Rules 2002 and 3020(c), and no further notice is
necessary.

               57. NONSEVERABILITY OF CONFIRMATION ORDER.

               The provisions of the Confirmation Order are nonseverable and
mutually dependent.

Dated:   New York, New York
         November 3, 2000
         2:00 p.m.


                                                 /s/ Prudence Carter Beatty
                                                 -------------------------------
                                                 United States Bankruptcy Judge