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                                                                     EXHIBIT 4.6

[CLIFFORD CHANCE LOGO]
                                                   LIMITED LIABILITY PARTNERSHIP

                           ABB FINANCIAL SERVICES B.V.

                      GENERAL ELECTRIC CAPITAL CORPORATION

                                       and

                                     ABB LTD

                  --------------------------------------------

                               AMENDMENT AGREEMENT

                  --------------------------------------------

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                                    CONTENTS

<Table>
<Caption>
CLAUSE                                                                                                 PAGE
<S>                                                                                                     <C>
1.   Definitions And Interpretation......................................................................3

2.   Effective Time......................................................................................3

3.   Completion Payments And Completion Balance Sheet....................................................3

4.   Deferred Tax Appendix To Schedule 10................................................................6

5.   Schedule 16 And The Apportionment Statement.........................................................6

6.   Direct Purchase Of Subsidiaries.....................................................................7

7.   Supplemental Designated Asset Agreement And Designated Asset Security Agreement.....................8

8.   Retained LC Backed Guarantee Letters Of Credit......................................................9

9.   The Designated Asset Letters Of Credit.............................................................11

10.  Intra-Group Guarantees.............................................................................11

11.  Sirius Amendments..................................................................................11

12.  Purchaser Of GBFSF Nominee Share...................................................................11

13.  Employment Amendments..............................................................................11

14.  Property Matters...................................................................................13

15.  Directors' Resignation Indemnity...................................................................13

16.  Notices............................................................................................14

17.  Post Completion Further Assurance..................................................................14

18.  Completion Arrangements............................................................................14

19.  Miscellaneous Amendments...........................................................................14

20.  Construction.......................................................................................14

21.  Incorporation Of Provisions Of The Sale Agreement..................................................15

22.  Channelling Injunction.............................................................................15

23.  Additional Asbestos Warranties.....................................................................16

24.  Amendment To Asbestos Indemnity....................................................................18

25.  Fraudulent Conveyance..............................................................................18

26.  Representations And Warranties.....................................................................19
</Table>

SCHEDULE 1    SCHEDULE 17 - TRANSFER EMPLOYEES PART B: TRANSFER EMPLOYEES

SCHEDULE 2    SCHEDULE 17 PART D: EXCLUDED EMPLOYEES

SCHEDULE 3    SCHEDULE 17 PART E: CZECH EMPLOYEES

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SCHEDULE 4    APPORTIONMENT STATEMENT, SCHEDULE 16

SCHEDULE 5    FORM OF THE APPENDIX TO THE COMPLETION BALANCE SHEET

SCHEDULE 6    INTRA-GROUP GUARANTEES

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THIS AMENDMENT AGREEMENT is made as a DEED on 29 November 2002

BETWEEN:

(1)     ABB FINANCIAL SERVICES B.V. (a company incorporated in The Netherlands)
        whose corporate seat is Burgemeester Haspelslaan 65, 1181 NB Amstelveen,
        The Netherlands (the "VENDOR");

(2)     GENERAL ELECTRIC CAPITAL CORPORATION (incorporated in the State of
        Delaware) whose principal office is at 260 Long Ridge Road, Stamford,
        Connecticut 06927, United States of America (the "PURCHASER"); and

(3)     ABB LTD (incorporated in Switzerland) whose corporate seat is
        Affolternstr. 44, 8050 Zurich, Switzerland (the "ABB GUARANTOR").

INTRODUCTION:

(A)     This Amendment Agreement, inter alia, amends an amended and restated
        sale and purchase agreement dated 4 September 2002 entered into between
        the parties in relation to the sale and purchase of the structured
        finance business of the ABB Group (the "SALE AGREEMENT").

(B)     The parties have agreed to make certain amendments to the Sale Agreement
        in the manner and on the terms set out below. Such amendments are to
        have effect as of and with effect from 4 September 2002, as if they had
        been incorporated into and formed part of the Sale Agreement, ab initio.

NOW THIS AGREEMENT WITNESSES AND THE PARTIES AGREE as follows:

1.      DEFINITIONS AND INTERPRETATION

        Unless otherwise defined herein or the subject matter or context
        otherwise requires, all definitions and interpretations in the Sale
        Agreement shall have the same meaning in this Amendment Agreement and
        any reference in this Amendment Agreement to a "clause", "paragraph" or
        "Schedule" shall be construed as a reference to a clause or paragraph
        of, or a Schedule to, the Sale Agreement, as amended by this Amendment
        Agreement.

2.      EFFECTIVE TIME

        The parties each agree that all of the amendments made to the Sale
        Agreement pursuant to this Amendment Agreement shall take effect as of
        and from 4 September 2002 as if they had been incorporated into and
        formed part of the Sale Agreement, ab initio.

3.      COMPLETION PAYMENTS AND COMPLETION BALANCE SHEET

3.1     The parties acknowledge that the Completion Date is currently scheduled
        for 29 November 2002 and that, but for this Amendment Agreement, the
        Completion Balance Sheet would, therefore, be required (in accordance
        with the Sale Agreement and, in particular, clause 7, Schedule 8 and
        Schedule 10 thereof) to be prepared as at Completion on such date.

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3.2     The parties further acknowledge that the SF Group's month end management
        accounts and figures are prepared as at 30 November.

3.3     Consequently, the parties hereby agree that, provided Completion occurs
        on 29 November 2002:

        3.3.1     the Initial Consideration (including the Estimated ABB Export
                  Bank Outstanding Loan Balance) and the Provisional Net
                  Intra-Group Indebtedness shall be (and shall be calculated) as
                  at 30 November 2002 (rather than 29 November 2002), based on
                  the Vendor's best estimate (acting reasonably and in good
                  faith) of such management accounts and figures as at 30
                  November 2002, save and provided that no account shall be
                  taken of any movements or changes to such Initial
                  Consideration, Estimated ABB Export Bank Outstanding Loan
                  Balance or Provisional Net Intra-Group Indebtedness to the
                  extent such arise or occur as a result of Completion, and the
                  relevant provisions of and Schedules to the Sale Agreement
                  (including, without limitation, clauses 4.10 and 4.11 and
                  clauses 5.1 to 5.12 inclusive) shall be construed accordingly;

        3.3.2     the payment on Completion of such Initial Consideration and
                  Provisional Net Intra-Group Indebtedness, in accordance with
                  the provisions of clauses 2.4, 2.4A, 5.3 and 6.4 of, and
                  paragraphs 8(c) and (d) of Schedule 7, Part B to, the Sale
                  Agreement, shall satisfy and discharge in full all obligations
                  of the Purchaser's Group (including, for this purpose, the SF
                  Group) to pay the Initial Consideration and the Provisional
                  Net Intra-Group Indebtedness, and the relevant provisions of
                  and Schedules to the Sale Agreement shall be construed
                  accordingly;

        3.3.3     the Vendor shall (or shall procure that the relevant member(s)
                  of the ABB Group (excluding, for this purpose, the SF Group)
                  shall) on Completion pay to the Purchaser (for itself and/or
                  as trustee for the relevant member(s) of the Purchaser's Group
                  (including, for this purpose, the SF Group)), in accordance
                  with the provisions of clause 25.1 of the Sale Agreement, such
                  amounts, in such currencies and in such manner as:

                  (a)       are equal to one day's interest on the amount of the
                            Initial Consideration and Provisional Net
                            Intra-Group Indebtedness (calculated in accordance
                            with clause 3.3.1 above) paid or to be paid on
                            Completion by (or on behalf of) such relevant
                            member(s) of the Purchaser's Group, in accordance
                            with the relevant provisions of the Sale Agreement
                            (including, without limitation, clauses 2.4, 2.4A,
                            5.3 and 6.4 thereof and paragraphs 8(c) and (d) of
                            Schedule 7 thereto), such interest accruing at an
                            annual rate equal to the US$ LIBOR rate, in relation
                            to US$ denominated amounts and payments, and the
                            Euro LIBOR rate, in relation to non-US$ denominated
                            amounts and payments, in each case, as prevailing as
                            at 25 November 2002 and calculated on the basis of a
                            360 day year (together the "INTEREST PAYMENTS"); and

                  (b)       would enable such payments to be capable of being
                            set-off or netted-off, as the case may be, against
                            the relevant amounts of Initial Consideration

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                            and Provisional Net Intra-Group Indebtedness payable
                            or to be paid on Completion by (or on behalf of) the
                            relevant member(s) of the Purchaser's Group
                            (including, for this purpose, the SF Group);

        3.3.4     the payment on Completion, in accordance with the provisions
                  of clauses 2.4, 2.4A, 5.3 and 6.4 of, and paragraphs 8(c) and
                  (d) of Schedule 7, Part B to, the Sale Agreement, of the net
                  amount of the Initial Consideration and Provisional Net
                  Intra-Group Indebtedness (calculated in accordance with clause
                  3.3.1 above) net, in each case, of the Interest Payments
                  (calculated in accordance with clause 3.3.3 above) shall
                  satisfy and discharge in full all obligations of the
                  Purchaser's Group (including, for this purpose, the SF Group)
                  to pay the Initial Consideration and the Provisional Net
                  Intra-Group Indebtedness and all obligations of the ABB Group
                  (excluding, for this purpose, the SF Group) to pay the
                  Interest Payments, in each case, as if such gross amounts
                  (rather than the net amounts) had been paid, and the relevant
                  provisions of and Schedules to the Sale Agreement and this
                  Amendment Agreement shall be construed accordingly;

        3.3.5     the Purchaser shall confirm to the Vendor not less than two
                  (2) Business Days prior to Completion, the amounts, currencies
                  and payments to be made between the relevant member(s) of the
                  ABB Group (excluding, for this purpose, the SF Group) and the
                  relevant member(s) of the Purchaser's Group (including, for
                  this purpose, the SF Group) pursuant to clauses 3.3.2, 3.3.3
                  and/or 3.3.4 above, as the case may be;

        3.3.6     the Completion Balance Sheet and the Final Completion Balance
                  Sheet shall:

                  (a)       be (and shall be prepared) as at 30 November 2002
                            (rather than 29 November 2002), based on such
                            management accounts and figures, save and provided
                            that no account shall be taken of any movements or
                            changes to such balance sheets to the extent that
                            such arise or occur as a result of Completion; and

                  (b)       include and take account of the assets and
                            liabilities assumed by the Purchaser and/or any
                            other member(s) of the Purchaser's Group from ABB
                            Capital B.V. in respect of the Essent Transactions
                            and the Kotkan Transaction as contemplated by clause
                            10.51 of the Sale Agreement as if such assets and
                            liabilities formed part of the SF Group,

                  and, in each case, the relevant provisions of and Schedules to
                  the Sale Agreement (including, without limitation, clause 7,
                  Schedule 8 and Schedule 10) shall be construed accordingly;

        3.3.7     for the purposes of the Sale Agreement, the Completion Balance
                  Sheet and the Final Completion Balance Sheet prepared, agreed
                  and/or determined in accordance with clause 3.3.6 above
                  (together with the other relevant provisions of the Sale
                  Agreement, including (without limitation) clause 7 thereof,
                  and Schedules 8 and 10 thereto, in each case, as construed in
                  accordance with clause 3.3.6 above) shall be deemed to be and
                  treated as the Completion Balance Sheet

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                  and the Final Completion Balance Sheet as at Completion and
                  all references to such in, and all relevant provisions of and
                  Schedules to, the Sale Agreement shall be construed
                  accordingly;

        3.3.8     all amounts to be derived from, reflected in, based on,
                  consistent with or otherwise calculated by reference to the
                  Completion Balance Sheet and/or the Final Completion Balance
                  Sheet, including (without limitation) Owners' Equity, the
                  Final ABB Export Bank Outstanding Loan Balance, the Final
                  Consideration, the Final Intra-Group Indebtedness and the
                  Final Net Intra-Group Indebtedness, shall be derived from,
                  reflected in, based on, consistent with or otherwise
                  calculated by reference to the Completion Balance Sheet and/or
                  the Final Completion Balance Sheet as so prepared, agreed
                  and/or determined in accordance with clauses 3.3.6 and 3.3.7
                  above; and

        3.3.9     for the avoidance of doubt, any adjustments, repayments or
                  payments required to be made pursuant to the Sale Agreement as
                  a result of the amount of the Final Consideration differing
                  from the amount of the Initial Consideration and/or the amount
                  of Final Net Intra-Group Indebtedness differing from the
                  amount of Provisional Net Intra-Group Indebtedness shall be
                  calculated and made by reference to:

                  (a)       the Final Consideration and Final Net Intra-Group
                            Indebtedness as derived from the Final Completion
                            Balance Sheet prepared, agreed and/or determined in
                            accordance with clauses 3.3.6, 3.3.7 and 3.3.8
                            above; and

                  (b)       the Initial Consideration (including the Estimated
                            ABB Export Bank Outstanding Loan Balance) and
                            Provisional Net Intra-Group Indebtedness as
                            calculated in accordance with clause 3.3.1 above.
                            For this purpose, however, the amount of the Initial
                            Consideration and the Provisional Net Intra-Group
                            Indebtedness shall not be reduced or netted off
                            pursuant to the provisions of clause 3.3.4 above.

4.      DEFERRED TAX APPENDIX TO SCHEDULE 10

4.1     The parties agree that only such of those entries to be included in the
        deferred tax appendix to the Completion Balance Sheet as relate to, are
        included in, or otherwise impact the Completion Balance Sheet are to be
        subject to the strict auditing standards detailed in clause 7 of and
        Schedule 8 to the Sale Agreement. The remaining entries to be included
        in such deferred tax appendix are not to be subject to such strict
        auditing standards, but are to represent a reasonable and fair
        reflection of the matters to which such relate and are to remain subject
        to the other provisions of the Sale Agreement.

4.2     The parties further agree that the deferred tax appendix to the
        Completion Balance Sheet shall be amended and replaced in the manner set
        out at Schedule 5 hereto.

5.      SCHEDULE 16 AND THE APPORTIONMENT STATEMENT

5.1     The parties agree that the Apportionment Statement, attached as Schedule
        4 hereto, shall constitute the Apportionment Statement for the purposes
        of Schedule 16 of the Sale Agreement.

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5.2     The parties acknowledge and agree that the sole purpose of the
        Apportionment Statement is to allocate for Tax and accounting purposes
        only the Initial Consideration between the Companies and the Business
        Assets being acquired. For the avoidance of doubt, nothing in the
        Apportionment Statement shall be considered or taken into account in
        connection with the preparation, agreement and/or determination of the
        Completion Balance Sheet or the Final Completion Balance Sheet (which
        shall each be governed by, inter alia, clauses 3.3.6 to 3.3.8
        (inclusive) of this Amendment Agreement and clause 7 of, and Schedules 8
        and 10 to, the Sale Agreement) or the Final Consideration, Final
        Intra-Group Indebtedness or Final Net Intra-Group Indebtedness to be
        derived therefrom or reflected therein.

5.3     The parties further agree that Schedule 16 of the Sale Agreement shall
        be amended by deleting paragraph 3 thereof and replacing it with a new
        paragraph 3 in the following form:

        "3.       The Vendor and the Purchaser hereby agree that, for all
                  purposes (including, without limitation, for the purposes of
                  determining and agreeing the Apportionment Statement), the
                  amount of the Additional Reserves (as referred to in the
                  definition of Final Consideration) shall be, and shall be
                  treated as, fully attributable to the purchase of ABB
                  Structured Finance Sweden AB (SECUY).".

6.      DIRECT PURCHASE OF SUBSIDIARIES

6.1     The Parties acknowledge that, in the case of ABB Credit BV (NLCRE), ABB
        Structured Finance B.V (NLFSF), Xerox Noleggi SpA (ITRLN) and ABB
        Structured Finance International Limited (CHFIN) (each a "PURCHASED
        SUBSIDIARY" and together the "PURCHASED SUBSIDIARIES"), on Completion
        the Purchaser is first to purchase (or procure the purchase of) the
        shares of such Purchased Subsidiaries and is then to purchase (or
        procure the purchase of) the shares of the direct or, in some cases,
        indirect parent undertakings of such Purchased Subsidiaries.

6.2     The parties acknowledge that the intention is that the Purchaser's Group
        should only pay the ABB Group once for such Purchased Subsidiaries and
        not twice, as might occur if the Purchaser's Group paid the ABB Group:

        6.2.1     firstly, for the direct acquisition of the shares of a
                  Purchased Subsidiary; and

        6.2.2     then, for the acquisition of the shares of such Purchased
                  Subsidiary's direct or indirect parent undertaking, where part
                  of the consideration payable in respect of such parent
                  undertaking represents its investment in the Purchased
                  Subsidiary or its interest in the sale proceeds resulting from
                  the direct sale of the shares of the Purchased Subsidiary
                  referred to in clause 6.2.1 above.

6.3     The parties, therefore, hereby agree that:

        6.3.1     any consideration due and payable (or deemed due and payable)
                  by any member of the Purchaser's Group as a result of the
                  direct purchase of any shares of any Purchased Subsidiary,
                  shall be satisfied not by the payment of cash to the ABB
                  Group, but instead by the issue by the relevant member of the
                  Purchaser's Group to the immediate selling parent
                  undertaking(s) of such Purchased

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                  Subsidiary (pro rata by reference to their respective
                  shareholdings in such Purchased Subsidiary) of a debt
                  instrument in an aggregate principal amount equal to the
                  amount of the consideration due and payable in respect of such
                  shares (such consideration being the amount set out in the
                  Apportionment Statement against the name of the relevant
                  Purchased Subsidiary in the column headed "Local Purchase
                  Price"); and

        6.3.2     accordingly, the only consideration to be paid in cash by the
                  Purchaser's Group to the ABB Group in respect of the sale and
                  purchase of the Companies and the Business Assets is the
                  Initial Consideration (as calculated, in accordance with
                  clause 3.3.1 hereof, and as adjusted, in accordance with
                  clause 3.3.9 hereof, by reference to the Final Consideration),
                  such Initial Consideration to be paid in accordance with the
                  terms and subject to the conditions of the Sale Agreement (as
                  amended by this Amendment Agreement) and (as indicated in the
                  attached Apportionment Statement) to be allocated and
                  apportioned (for Tax and accounting purposes) to the purchase
                  price for the remaining Companies and Business Assets, other
                  than the Purchased Subsidiaries.

6.4     Consequently, the Local Transfer Agreements relating to the direct
        acquisition of the shares of such Purchased Subsidiaries shall be
        amended to reflect the issue by the relevant member of the Purchaser's
        Group to the relevant selling parent undertaking(s) of such debt
        instruments (in the amounts set out against the names of such Purchased
        Subsidiaries in the column of the Apportionment Statement headed "Local
        Purchase Price") as consideration therefor instead of the payment of
        cash.

6.5     For the avoidance of doubt, and as stated, mutatis mutandis, in clause
        5.2 above, nothing in this clause 6 is to be considered or taken into
        account in the preparation, agreement and/or determination of the
        Completion Balance Sheet, the Final Completion Balance Sheet or any
        calculations derived therefrom or reflected therein (including, without
        limitation, the calculation of the Final Consideration), not least of
        all since, on combination or consolidation of such balance sheet, any
        double counting (and thereby the possibility of any double payment) of
        the value attributable to the Purchased Subsidiaries should be removed
        and disappear.

7.      SUPPLEMENTAL DESIGNATED ASSET AGREEMENT AND DESIGNATED ASSET SECURITY
        AGREEMENT

        The parties agree to amend the Sale Agreement by:

7.1     inserting into Schedule 1 thereof the following additional definitions:

        "SUPPLEMENTAL DESIGNATED ASSET AGREEMENT means the supplemental
        designated asset agreement dated 22 November 2002 between the Purchaser
        and the Vendor;"

7.2     inserting the words ", the Supplemental Designated Asset Agreement "
        immediately before the word "and" in the definition of TRANSACTION
        DOCUMENTS;

7.3     inserting the words ", the Supplemental Designated Asset Agreement "
        immediately before the words "and this Agreement" in paragraphs 1(r) and
        8(e) of Part B to Schedule 7; and

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7.4     deleting rows 11 and 12 of Schedule 17, Part C to the Sale Agreement, so
        as to remove therefrom and thereby exclude the two loan tranches (EXBA
        No. 455) for the Manila North Tollroad project.

8.      RETAINED LC BACKED GUARANTEE LETTERS OF CREDIT

8.1     On and from Completion the Purchaser shall, and the Vendor shall procure
        that ABB Credit Limited shall, as soon as practicable after becoming
        aware of any reduction in the aggregate outstanding liability (whether
        actual or contingent) under the Retained LC Backed Guarantees (a
        "RETAINED GUARANTEE REDUCTION") (and each party agrees to notify the
        other of any such reduction as soon as practicable after becoming aware
        of the same) as a consequence of any Retained LC Backed Guarantee having
        expired or having been released (either in whole or in part) deliver to
        the issuer of every letter of credit provided in pursuance of the
        Vendor's obligations under clause 10 of the Sale Agreement or any
        replacement letter of credit (each a "RELEVANT RETAINED GUARANTEE LC") a
        certificate in the form annexed to the Relevant Retained Guarantee LC
        confirming the new maximum amount of the Relevant Retained Guarantee LC,
        which shall be an amount equal to the maximum amount of the Relevant
        Retained Guarantee LC immediately prior to the Retained Guarantee
        Reduction less an amount equal to the pro-rata (as between each such
        letter of credit issued at such time) amount of the Retained Guarantee
        Reduction.

8.2     If any Relevant Retained Guarantee LC is not on or before the date
        falling 3 Business Days prior to its scheduled expiry date either:

        (a)       renewed in accordance with its terms for a further 12 month
                  period; or

        (b)       replaced by a new letter of credit from a new Acceptable Bank
                  on the same terms as the letter of credit replaced and in an
                  amount at least equal to the then expired Relevant Retained
                  Guarantee LC,

        and at such time there remains any liability (actual or contingent)
        under the Retained LC Backed Guarantees (or any of them) then, if and to
        the extent the Purchaser makes a demand under that Relevant Retained
        Guarantee LC within 30 days of the expiry date therefor in accordance
        with its terms on the grounds of non-renewal (but not on any other
        grounds), the Purchaser shall upon the later of (i) receipt of payment
        from the relevant issuer of the letter of credit and (ii) the Purchaser
        being satisfied that the Vendor has established a US$ account with an
        Acceptable Bank secured by way of a first priority perfected security
        interest complying with the requirements for Alternative Security
        contained in clause 10.11 of the Sale Agreement (including the
        satisfaction by the Vendor of its obligations under clause 10.11(b)(ii)
        of the Sale Agreement) (the "RELEVANT SECURITY") pay an amount equal to
        the amount so drawn under the letter of credit into the account the
        subject of the Relevant Security (less any amounts which in the period
        between the draw under the letter of credit and the payment into such
        account it would have been entitled to draw under the terms of the
        relevant letter of credit had it been so renewed) provided always that
        if on the date of any demand in accordance with this clause 8.2 on
        expiry of any Relevant Retained Guarantee LC a US$ account with an
        Acceptable Bank satisfying item (ii) above has been established then the
        Purchaser shall instruct that such payments under the Relevant Retained
        Guarantee LC shall be paid

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        directly into such account. The terms of the Relevant Security shall
        provide that any interest accruing to such account shall be for the
        benefit of the Vendor and shall be released from the account and the
        Relevant Security at the end of each calendar month (and the Purchaser
        shall consent to such release at such time provided no ABB Default (as
        defined in the Designated Asset Agreement) shall have occurred and be
        continuing at the relevant time) and shall be available to be paid to
        such account or accounts as the Vendor may from time to time select. The
        Relevant Security shall secure the obligations of the Vendor and the ABB
        Guarantor in respect of the obligations contemplated by clause 10.13 of
        the Sale Agreement. It shall be a term of any Relevant Security that as
        soon as practicable following the expiry or release (whether in whole or
        in part) of any Retained LC Backed Guarantee after the date on which
        such deposit is made an amount equal to the reduction in the maximum
        contingent liability under or in respect of such Retained LC Backed
        Guarantee (a "SECURITY REDUCTION") shall be released from the Relevant
        Security (and the Purchaser shall consent to such release) and shall be
        paid to such account as the Vendor may direct. Subject to clause 8.3
        below, if following any such demand the Vendor fails to establish
        Relevant Security in the manner provided above, the Purchaser shall be
        entitled to retain the amounts so drawn for its own account free from
        any interest (legal or equitable) of the Vendor or the ABB Guarantor
        (any such interest being hereby waived) until such time as such Relevant
        Security is established (whereupon the provisions of this clause shall
        apply) or until such time as there exists no liability (actual or
        contingent) under the Retained LC Backed Guarantees, whereupon the
        Purchaser shall pay to the Vendor (on a net after Tax basis) an amount
        equal to the amount so drawn less an amount equal to the aggregate
        amount that the Purchaser would have been entitled to draw from time to
        time under the relevant letter of credit had it been renewed in
        accordance with it terms.

8.3     Where, in the circumstances where the Purchaser has drawn down under a
        Relevant Retained Guarantee LC in the circumstances contemplated by the
        last sentence of the preceding clause 8.2, there is any reduction in the
        aggregate amount of the liabilities (actual or contingent) under or in
        respect of the Retained LC Backed Guarantees (or any of them), whether
        due to the expiry or release of any Retained LC Backed Guarantee (in
        whole or in part), the Purchaser shall pay to the Vendor (on a net after
        Tax basis) an amount equal to the pro-rated amount of such reduction
        (calculated on the same basis as if it had been a reduction under a
        Relevant Retained Guarantee LC) to such account as the Vendor may
        direct.

8.4     The Purchaser agrees that it shall not make any demand under or in
        respect of any Relevant Retained Guarantee LC or take any action to
        enforce any Relevant Security except as entitled to do so pursuant to
        clause 10.13 of the Sale Agreement or as contemplated in clause 8.2
        above.

8.5     For the purposes of this clause 8, the amount of the Retained Guarantee
        Reduction and any Security Reduction shall in respect of any Retained LC
        Backed Guarantee be calculated by reference to the US$ amount specified
        in column 5 of Schedule 18, Part B2 to the Sale Agreement against the
        relevant Retained LC Backed Guarantee.

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9.      THE DESIGNATED ASSET LETTERS OF CREDIT

9.1     On and from Completion the Purchaser shall, and the Vendor shall procure
        that ABB Credit Limited shall, as soon as practicable after becoming
        aware of any reduction in the amount required to be covered by any
        letter of credit issued pursuant to clause 4 of the Designated Asset
        Agreement (as amended by the Supplemental Designated Asset Agreement) (a
        "DESIGNATED ASSET REDUCTION") (and each party agrees to notify the other
        of any such reduction as soon as practicable after becoming aware of the
        same) deliver to the issuer of any letter of credit provided in
        accordance with clause 4 of the Designated Asset Agreement (as amended)
        or any replacement thereof (each a "RELEVANT DESIGNATED ASSET LC") a
        certificate in the form annexed to any Relevant Designated Asset LC
        confirming the new maximum amount of the Relevant Designated Asset LC
        which shall be an amount equal to the maximum amount of the Relevant
        Designated Asset LC immediately prior to the Designated Asset Reduction
        less an amount equal to the pro-rata (as between each such letter of
        credit issued at such time) amount of such Designated Asset Reduction.

9.2     The Purchaser agrees that it shall not make any demand under or in
        respect of a Relevant Designated Asset LC except as entitled to do so
        pursuant to clause 7.3 of the Designated Asset Agreement (as amended).

10.     INTRA-GROUP GUARANTEES

        The parties agree that Schedule 18 to the Sale Agreement shall be
        amended and replaced in the manner set out at Schedule 6 hereto.

11.     SIRIUS AMENDMENTS

        The parties agree that clause 10.44A(b) of the Sale Agreement shall be
        amended by the addition to the end thereof, after the word "fund" and
        before the ";", of the following sentence:

        ". The proceeds received by SECRF and SECRE shall be reduced by the
        amount of the Excluded Aircraft Reserves allocated to the aircraft
        assets in clause 10.44A(a) by transfer of those proceeds with the
        Excluded Aircraft Assets and the remaining balance, after allocation of
        outstanding claims, shall be recorded as a general provision on the
        balance sheets of SECRF and SECRE with the balance being split 64% and
        36% to SECRF and SECRE respectively"

12.     PURCHASER OF GBFSF NOMINEE SHARE

        In accordance with clause 2.3 of the Sale Agreement, the parties hereby
        agree that GESF-XVII LLC, a Delaware LLC, shall replace GE Capital
        Structured Finance Group, Inc as the relevant Share Purchaser and
        Designated Purchaser of one of the 25 per cent nominee shareholdings in
        ABB Structured Finance Limited ("GBFSF"), for all purposes, including
        (without limitation) for the purposes of Schedule 20 of the Sale
        Agreement and the relevant Local Transfer Agreement(s).

13.     EMPLOYMENT AMENDMENTS

13.1    The parties each agree that the Sale Agreement shall be amended as
        follows:

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        13.1.1    clause 16.1 of the Sale Agreement shall be deleted and
                  replaced with the following:

                  (a)       "With effect from Relevant Transfer Date, the
                            Transfer Employees will cease to be employed by the
                            Transfer Employee Transferors and will transfer
                            to/commence employment with (as appropriate) the
                            Transfer Employee Transferees";

        13.1.2    clause 16.2 of the Sale Agreement shall be amended by deleting
                  the words:

                  "If, following Completion, any person not designated as a
                  Transfer Employee" and replacing them with the words: "If,
                  following the Relevant Transfer Date, any employee of a
                  Transfer Employee Transferor not designated a Transfer
                  Employee";

        13.1.3    clause 16.3 of the Sale Agreement shall be amended by deleting
                  the word "Completion" and replacing it with "Relevant Transfer
                  Date";

        13.1.4    a new clause 16.5  shall be added as follows:

                  "The Vendor agrees on or before Completion to transfer the
                  Excluded Employees out of the relevant SF Group Company (in
                  accordance with Schedule 17 Part D of this Agreement) and
                  further the Vendor shall indemnify the Purchaser for itself
                  and on behalf of each of its Affiliates from and against all
                  costs, claims, liabilities and reasonable expenses incurred by
                  any of them arising out of any claim by any of the Excluded
                  Employees that their employment, any liability associated with
                  the termination of their employment, or any liability for
                  failure to consult has transferred to the Purchaser or any of
                  its Affiliates.";

        13.1.5    a new Clause 16.6 shall be added as follows:

                  "Prior to Completion, the Vendor shall terminate the
                  employment of the Czech Employees listed in the Schedule 17
                  Part E of this Agreement and the Purchaser shall indemnify the
                  Vendor for such costs associated with the termination of their
                  employment as are reasonably incurred in carrying out such
                  termination (including all contractual payments and any
                  statutory redundancy payment to which the Czech Employees are
                  entitled on such termination) net, in each case, of any Tax
                  savings or benefits to which the Vendor may be or become
                  entitled as a result of such costs having been or being
                  incurred.";

        13.1.6    a new clause 16.7 shall be added as follows:

                  "For the purposes of this clause 16, the "RELEVANT TRANSFER
                  DATE" shall be the transfer date identified in Schedule 17
                  Part B of this Agreement and "EXCLUDED EMPLOYEES" shall be
                  those employees listed in Schedule 17 Part D of this
                  Agreement.";

        13.1.7    Part B of Schedule 17 to the Sale Agreement shall be deleted
                  and replaced with the amended Schedule attached to this
                  Amendment Agreement as Schedule 1;

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        13.1.8    a new Part D of Schedule 17 shall be added to the Sale
                  Agreement in the form attached to this Amendment Agreement as
                  Schedule 2; and

        13.1.9    a new Part E of Schedule 17 shall be added to the Sale
                  Agreement in the form attached to this Amendment Agreement as
                  Schedule 3.

13.2    For the avoidance of doubt, the remainder of clause 16 of the Sale
        Agreement shall be unaffected by this clause 13 of this Amendment
        Agreement.

14.     PROPERTY MATTERS

14.1    The parties agree to amend clause 10.23 of the Sale Agreement by:

        14.1.1    adding the following provisions to the end of clause 10.23 as
                  sub-paragraphs (t) and (u) thereof:

                  (t)       in respect of any lease or leases superior to the
                            leases specified in Part A of Schedule 5 which lease
                            or leases have not been disclosed to the Purchaser
                            prior to Completion, any tenant's obligations,
                            covenants or duties contained in any such superior
                            lease or leases to the extent such are more onerous
                            than those contained within the leases specified in
                            Part A of Schedule 5;

                  (u)       in respect of the SF Group Property in France
                            (referred to as property number 20 in Part A of
                            Schedule 5):

                            (i)       any successful claim to title to this
                                      property brought by a third party;

                            (ii)      any non-payment of any seller's and/or
                                      money lender's lien ("privilege du vendeur
                                      et du preteur de deniers") or any other
                                      Encumbrance over such property ; and

        14.1.2    as a consequence, deleting the "." at the end of sub-paragraph
                  (s) and replacing it with a ";".

14.2    The parties agree to amend row numbered 29 of Schedule 5, Part B to the
        Sale Agreement by:

        14.2.1    deleting and replacing the reference in the second column
                  thereof to "Part 3rd floor" with a reference to "Part 2nd
                  floor";

        14.2.2    deleting and replacing the reference in the ninth column
                  thereof to "CHF 121,000 per quarter" with a reference to "CHF
                  282,000 per annum"; and

        14.2.3    deleting and replacing the reference in the tenth column
                  thereof to "25 car parking spaces" with a reference to "17 car
                  parking spaces".

15.     DIRECTORS' RESIGNATION INDEMNITY

        The parties agree to further amend clause 10.23 of the Sale Agreement
        by:

15.1    adding the following provision to the end of clause 10.23 as
        sub-paragraph (v) thereof:

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        "(v)      in respect only of Mr Ove Bertills and Mr Gunnar Backman if
                  either of them resigns his office as a director of an SF Group
                  Company at, in anticipation of or pursuant to Completion and
                  who does not, as part of such resignation, waive in full all
                  claims against members of the SF Group arising as a result of
                  his holding of the office of director with the relevant
                  member(s) of the SF Group and/or the termination of such
                  holding of office, any such claims brought by or on behalf of
                  him against any member(s) of the SF Group."; and

15.2    as a consequence, deleting the "." at the end of new sub-paragraph (u)
        and replacing it with a ";".

16.     NOTICES

        The parties agree that clause 30.2 of the Sale Agreement shall be
        amended by deleting the name "GE Capital Structured Finance Inc." and
        replacing it with the name "GE Structured Finance, Inc.".

17.     POST COMPLETION FURTHER ASSURANCE

        The parties agree that to the extent that any of the parties are obliged
        under the terms of any of the Transaction Documents (as amended and/or
        restated from time to time) to complete or implement (or procure the
        completion or implementation of) a matter as at, on or before Completion
        and such matter is not so completed and/or implemented as at or on
        Completion, then, save to the extent that any of such Transaction
        Documents provides otherwise, the parties shall (unless they agree
        otherwise) continue to perform their respective obligations under such
        Transaction Documents after Completion, mutatis mutandis, on the same
        terms, so as to complete or implement (or procure the completion or
        implementation of), as the case may be, such matter as soon as
        reasonably practicable following Completion.

18.     COMPLETION ARRANGEMENTS

18.1    The parties agree that paragraph 1(g) of Schedule 7, Part B to the Sale
        Agreement shall be amended by the deletion of sub-paragraph (iii)
        thereof in its entirety.

18.2    The parties agree that paragraph 2 of Schedule 7, Part B to the Sale
        Agreement shall be amended by the deletion of the words "the Agreed Form
        Documents" and the substitution therefor of the words "such Transaction
        Documents as have not been executed and delivered on or before
        Completion and".

19.     MISCELLANEOUS AMENDMENTS

The parties agree that Part A of Schedule 2 to the Sale Agreement shall be
amended by replacing the reference to "AC: 2,000 shares @ $1.00 each" in column
5 of row number 8 in respect of ABB Structured Finance (Americas) Inc (USSTF)
with the words "AC: 1,000 shares @ $1.00 each".

20.     CONSTRUCTION

20.1    The Sale Agreement shall hereafter be read and construed as amended by
        this Amendment Agreement and references to the Sale Agreement shall, for
        all purposes,

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        hereafter be read and construed as references to the Sale Agreement as
        amended by this Amendment Agreement.

20.2    Subject to clause 21.2 below, the terms of the Sale Agreement, as
        amended by this Amendment Agreement, are hereby confirmed and remain in
        full force and effect.

20.3    For the avoidance of doubt, the definition of Transaction Documents in
        the Sale Agreement shall, for all purposes, hereafter be construed so as
        to include this Amendment Agreement.

21.     INCORPORATION OF PROVISIONS OF THE SALE AGREEMENT

21.1    The provisions of clauses 1, 18, 20 to 34 (inclusive) and 36 of and
        Schedule 1 to the Sale Agreement shall apply mutatis mutandis to this
        Amendment Agreement.

21.2    To the extent that there is any inconsistency between any provision of
        the Sale Agreement and any provision of this Amendment Agreement, the
        provision of this Amendment Agreement shall prevail.

22.     CHANNELLING INJUNCTION

22.1    The parties agree that clause 10 of the Sale Agreement shall be amended
        by:

        22.1.1    changing the heading from "VENDOR UNDERTAKINGS AND
                  INDEMNITIES" to "VENDOR/ABB UNDERTAKINGS AND INDEMNITIES"; and

        22.1.2    the inclusion therein of a new clause 10.56, in the following
                  form:

                  "CHANNELLING INJUNCTION

                  10.56     In the event that the ABB Guarantor or any other
                  member of the ABB Group seeks to obtain an injunction under
                  section 524(g) of the US Bankruptcy Code or any successor law
                  or law of similar effect (a "Channelling Injunction"), then
                  the ABB Guarantor shall:

                            10.56.1   use its reasonable endeavours to procure
                                      that such Channelling Injunction and all
                                      the benefits and protections thereof shall
                                      extend to and cover each member of the SF
                                      Group and shall include provisions which
                                      shall enjoin and prevent the assertion,
                                      prosecution or recovery of any Asbestos
                                      Liability against any member of the SF
                                      Group;

                            10.56.2   use its reasonable endeavours to define
                                      the scope of the Channelling Injunction so
                                      as not to cover the indemnity given under
                                      clause 10.23(l) hereof, the Warranty given
                                      under paragraph 30 of Schedule 3 hereto
                                      and, in each case in relation thereto, the
                                      guarantee given by the ABB Guarantor under
                                      clause 35 hereof; and

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                            10.56.3   not, in any event, assert or rely upon the
                                      Channelling Injunction ultimately issued
                                      in any way that would limit, impair or
                                      affect the validity or enforceability of
                                      such indemnity, Warranty or guarantee."

22.2    The parties further agree that the following definition shall be added
        to Schedule 1 to the Sale Agreement:

        "ASBESTOS LIABILITY means any loss, liability, claim, remedy, damage,
        debt or obligation (now existing or hereafter arising) to the extent
        that, directly or indirectly, such is caused or allegedly caused by or
        otherwise arises out of or relates to the presence of, or exposure to,
        asbestos or asbestos-containing products or materials, including,
        without limitation, any loss, liability, claim, remedy, damage, debt or
        obligation for compensatory damages (such as loss of consortium,
        wrongful death, survivorship, proximate, consequential, general or
        special damages) or punitive damages and any loss, liability, claim,
        remedy, damage, debt or obligation for reimbursement, indemnification,
        subrogation or contribution, and ASBESTOS LIABILITIES shall be construed
        accordingly;".

23.     ADDITIONAL ASBESTOS WARRANTIES

        The parties agree that:

23.1    Schedule 3 to the Sale Agreement shall be amended by the addition
        thereto of new paragraph 30 in the following form:

        "30. ASBESTOS LIABILITY

        30.1      No member of the Extended SF Group and no assets, business,
                  operations or properties of the SF Business or any member of
                  the Extended SF Group have had, have or will have any
                  liability, obligations or duties (whether actual or
                  contingent) which, directly or indirectly, are caused or
                  allegedly caused by or arise out of or relate to any ABB
                  Asbestos Liabilities, and no facts, matters or circumstances
                  exist which will or may give rise to any such liability,
                  obligations or duties.

        30.2      No member of the Extended SF Group has had, has or will have
                  any liability (whether actual or contingent) for, in respect
                  of or to discharge any ABB Asbestos Liabilities of any entity
                  or person with which such member is or was affiliated,
                  including, (without limitation) any other member of the ABB
                  Group from time to time (including, for this purpose, any
                  former member of the ABB Group and any other member of the
                  Extended SF Group), and no facts, matters or circumstances
                  exist which will or may give rise to any such liability.";

23.2    the following new definitions shall be added to Schedule 1 of the Sale
        Agreement:

        "ABB ASBESTOS LIABILITY means:

        (a)       any Asbestos Liability caused by or arising or resulting from
                  any connection or relationship subsisting on or before
                  Completion between any member of the Extended SF Group (or any
                  other entity or person) and the Combustion Engineering
                  business, division or group (including any business, asset,
                  liability,

                                     - 16 -
<Page>

                  division, company or member forming part thereof or included
                  therein, in each case, at any time);

        (b)       any Asbestos Liability caused by or arising or resulting from
                  any connection or relationship subsisting on or before
                  Completion between any member of the Extended SF Group (or any
                  other entity or person) and any member of the EXTENDED ABB
                  GROUP (being the ABB Group from time to time, including former
                  members of the ABB Group); and

        (c)       any other Asbestos Liability, other than any Asbestos
                  Liability caused by or arising or resulting from:

                  i)        the conduct of the SF Group and/or the SF Business
                            after Completion, save to the extent such conduct is
                            pursuant to an obligation or commitment (whether
                            actual or contingent) existing as at Completion; or

                  ii)       the conduct of the Purchaser's Group (other than the
                            SF Group and/or the SF Business after Completion),

        and ABB ASBESTOS LIABILITIES shall be construed accordingly;

        ASBESTOS CLAIM means any claim in respect of any Asbestos Warranty
        and/or the Asbestos Indemnity;

        ASBESTOS INDEMNITY means the indemnity contained in clause 10.23(l);

        ASBESTOS WARRANTIES means the Warranties set out in paragraph 30 of
        Schedule 3 (Vendor Warranties), and ASBESTOS WARRANTY shall be construed
        accordingly;";

23.3    clause 11 of the Sale Agreement shall be amended by the addition thereto
        of new clauses 11.18 to 11.21 (inclusive), in the following form:

        "11.18    Subject to clause 11.20 below, nothing (and nothing to the
                  contrary) in this Agreement (as amended and/or restated from
                  time to time), any of the Transaction Documents or any other
                  documents ancillary to or contemplated by any of the above
                  documents (including, without limitation, any updated
                  Disclosure Letter) shall, or shall operate to:

                  11.18.1   qualify, limit or otherwise restrict in any way any
                            of the Asbestos Warranties or the Asbestos
                            Indemnity; or

                  11.18.2   limit, reduce, extinguish or discharge in any way
                            any liability of the Vendor or the ABB Guarantor in
                            respect of any Asbestos Claim.

        11.19     Accordingly, subject to clause 11.20 below and without
                  prejudice to the generality of clause 11.18 above, the
                  following documents and provisions shall not apply to or in
                  respect of any Asbestos Warranty, Asbestos Indemnity or
                  Asbestos Claim:

                  11.19.1   the Disclosure Letter (or any updated Disclosure
                            Letter) and any reference to the Disclosure Letter
                            (or any updated Disclosure

                                     - 17 -
<Page>

                            Letter) when taken in the context of any Asbestos
                            Warranty, Asbestos Indemnity or Asbestos Claim; and

                  11.19.2   clauses 11.4, 11.6(c) and 13 of the Sale Agreement.

        11.20     The provisions of clauses 13.16, 13.17, 13.20 and 13.21 of the
                  Sale Agreement shall, notwithstanding clauses 11.18 and 11.19
                  above, apply to any Asbestos Claim.

        11.21     To the extent that any of the provisions of clauses 11.18 and
                  11.19 are inconsistent with any other provisions of this
                  Agreement, any of the Transaction Documents or any other
                  document ancillary to or contemplated by any of the above
                  documents (including, without limitation, any updated
                  Disclosure Letter), the provisions of clauses 11.18 and 11.19
                  shall prevail and apply."

23.4    clause 15.1(a) of the Sale Agreement shall be amended by the addition
        thereto immediately after the words "(The Vendor's Capacity)" of the
        words ", paragraph 30 (Asbestos Liability)"; and

23.5    the introduction to the Disclosure Letter be amended by:

        23.5.1    the insertion of a new paragraph (b) thereto, in the following
                  form:

        "(b)      no matter shall be disclosed or deemed to be disclosed against
                  any of the Warranties set out in paragraph 30 of Schedule 3 to
                  the Agreement; and"

        23.5.2    deleting the word "and" at the end of the existing paragraph
                  (a) thereof; and

        23.5.3    renumbering existing paragraph (b) thereof as new paragraph
                  (c).

24.     AMENDMENT TO ASBESTOS INDEMNITY

        The parties agree that clause 10.23(l) of the Sale Agreement shall be
        amended by deleting the words "(excluding the SF Business)" currently
        included therein.

25.     FRAUDULENT CONVEYANCE

        The parties hereto agree to amend paragraph 18 of Schedule 3 to the Sale
        Agreement by the addition thereto of new paragraph 18.4, in the
        following form:

        "18.4     No member of the Extended SF Group nor any Designated Vendor
                  is or has ever been a party to any transaction (including,
                  without limitation, any transaction with any past or present
                  member of the Combustion Engineering division of the ABB
                  Group) which has been, is or is reasonably likely to be the
                  subject of a claim, or to be set aside on the grounds, that
                  such transaction (or any part thereof) is a fraudulent
                  conveyance or a transaction defrauding creditors, and no
                  facts, matters or circumstances exist which will or are
                  reasonably likely to give rise to any such transaction being
                  the subject of such a claim or being so set aside."

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<Page>

26.     REPRESENTATIONS AND WARRANTIES

        Each of the parties represents and warrants that it has the right, power
        and authority and has taken all action necessary to execute and deliver,
        and to exercise its rights and perform its obligations under, this
        Amendment Agreement.

IN WITNESS whereof this Amendment Agreement is executed and delivered as a deed
by the parties on the date first above written.

EXECUTED as a DEED and DELIVERED                        )
on behalf of ABB FINANCIAL SERVICES B.V.                ) /s/ Brian Van Reijn
a company incorporated in The Netherlands               )
by MANFRED EBLING and BRIAN VAN REIJN               )
being persons who, in accordance with the               ) /s/ Manfred Ebling
laws of that territory, are acting as proxies of        )
ABB FINANCIAL SERVICES B.V.                             )


EXECUTED as a DEED and DELIVERED                        )
on behalf of GENERAL ELECTRIC CAPITAL                   )
CORPORATION, a company incorporated in the              )
State of Delaware by SIMON YORK being a person          ) /s/ Simon York
who, in accordance with the laws of that                )
territory, is acting under the authority of             )
GENERAL ELECTRIC CAPITAL CORPORATION                    )


EXECUTED as a DEED and DELIVERED                        )
on behalf of ABB LTD, a company                     )     /s/ Eric Elzvik
incorporated in Switzerland by ERIC ELZVIK              )
 and DANIEL SHINDLEMAN being persons                    )
who, in accordance with the laws of that                ) /s/ Daniel Schindleman
territory, are acting under the authority of ABB LTD    )

                                     - 19 -
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