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                                                                    Exhibit 4.10

                                       ABB

Mr. Peter Smits
ABB Ltd
8050 Zurich

Dear Mr. Smits,

This is to confirm the terms and conditions of your employment relationship with
ABB Ltd, Zurich (the "Company") as Division Manager of the Power Technology
Products Division, in the position of an Executive Vice President and member of
the Executive Committee of the ABB Group, effective January 1, 2001.

1.   BASE SALARY. Your base salary will be specified for each year by the Chief
     Executive Officer and communicated to you in writing. The base salary is
     normally revised every second year.

     The base salary includes a representation allowance, as from time to time
     determined by the Chief Executive Officer. The base salary and
     representation allowances are paid in 12 monthly instalments.

2.   INCENTIVE PLAN. In addition to the base salary, an incentive plan is part
     of your compensation. The incentive formula is predominantly based on
     quantitative components, relating to the financial performance of the ABB
     Group.

     The incentive plan is revised annually and the incentive plan parameters
     may be different from one year to another. The applicable incentive for a
     given year will be specified by the Chief Executive Officer and
     communicated to you in writing.

3.   HEALTH INSURANCE. As regards health insurance, you are entitled to a
     private patient insurance (detailed information about this plan is provided
     separately). The Company will pay the insurance premiums. Family members
     are not covered by this health insurance plan.

4.   PENSION AND RELATED BENEFITS. Your retirement pension, disability pension,
     widows pension, child/orphan pension and related benefits are subject to
     the Company's and its pension funds' applicable regulations or to such
     other separate agreement as you and the Company may have entered into or
     may in the future enter into.

5.   VACATION. You are entitled to a vacation of 30 working days per year.

                                     ABB Ltd

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6.   SCHOOL FEES - INTERNATIONAL SCHOOLS. If and to the extent your children are
     eligible under the Company's Corporate Program for International Schools,
     the fees for their school will be covered by the Company.

7.   COMPANY CAR. You are entitled to the use of a Company car according to the
     Company's Car Program as from time to time issued and applicable.

8.   TERMINATION OF EMPLOYMENT RELATIONSHIP. Each party may terminate the
     present employment relationship with effect at the end of any calendar
     month by giving 12 months prior written notice.

     Under termination of the employment relationship, the Company may elect to
     release you forthwith from fulfilling your employment obligations. Such
     release will, however, not affect salary payments payable to you during the
     12-months notice period.

     In case your employment relationship would be terminated by the Company and
     if, after expiry of the 12-month notice period, you would not have taken up
     employment with a third party or commenced an independent, regularly
     remunerated professional activity, the Company may, at its sole discretion,
     continue to pay to you, for a period not exceeding 12 months, a monthly
     compensation in amounts equal to your total monthly salary during your
     employment relationship with the Company.

     Remuneration for the 12 months notice period, as well as for any additional
     period within the discretion of the Company, will, in addition to the base
     salary, include an incentive corresponding to the average incentive (or
     pro-rata average incentive if applicable) for the two years preceding the
     year during which notice of termination is given.

     Retirement in accordance with the applicable regulations or separate
     agreement (if any) will interrupt any notice period and constitute
     termination of your employment relationship with the Company without
     further notice; accordingly, any salary, incentive or other benefits claims
     relating to the period after the date of such termination, will be fully
     substituted by the retirement benefits due pursuant to the said regulations
     or agreement.

9.   NON-COMPETITION. You have agreed, and by counter-signing the present
     Letter-Agreement confirm your agreement, that you shall not, during a
     period of 1 (one) year after the term of your employment relationship with
     the Company, operate on your own account, work for or otherwise be directly
     or indirectly engaged in a business competing with the business activities
     of the ABB Group. No separate compensation will be due by the Company as
     consideration for your observance of this non-competition commitment.

10.  EMPLOYMENT REGULATIONS. The general Employment Regulations as from time to
     time issued and applicable for the Company's employees are an integral part
     of your employment conditions and supplement as to matters not specifically
     addressed in this Letter-Agreement.

11.  PREVIOUS EMPLOYMENT RELATIONSHIPS. Your employment relationship with the
     Company, with the terms and conditions as documented in the present
     Letter-Agreement,

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     replaces any previous employment relationships and related items and
     conditions with entities of the ABB Group.

12.  TITLE AND MEMBERSHIP IN THE EXECUTIVE COMMITTEE; OTHER ASSIGNMENTS. It is
     understood and agreed that the title "Executive Vice President" and your
     membership in the Group Executive Committee are not essential parts of your
     employment relationship with the Company and may be changed or terminated
     without notice and without monetary or other compensation by the Company's
     Board of Directors. Also, within such employment relationship, the Chief
     Executive Officer may assign to you areas of responsibility which differ
     from those currently assigned, always provided that such other assignments
     do not constitute a substantial alteration in the scope or dignity of your
     work.

Please confirm your understanding and acceptance of the above terms and
conditions by signing and returning to us a copy of this Letter-Agreement.

Zurich, November 1, 2001


                                     ABB Ltd

/s/ Jorgen Centerman                            /s/ Arne Olsson
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            Jorgen Centerman                              Arne Olsson
 President and Chief Executive Officer            Group Senior Vice President


Accepted:                                       /s/ Peter Smits
                                               ---------------------------------
                                                         Peter Smits

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