Exhibit 2.4  CLIFFORD
  CHANCE LLP  EXECUTION VERSION  ABB INTERNATIONAL FINANCE LIMITED
  as issuer
  PROGRAMME FOR THE ISSUANCE OF DEBT
  INSTRUMENTSAMENDED AND RESTATED DEALERSHIP AGREEMENT20 December 2007


CONTENTSClause
  
  Page1.
  Definitions
  12.
  Issuance Of
  Instruments
  43.
  Representations,
  Warranties And Undertakings By The Issuer And ABB Ltd
  74.
  Undertakings
  By The Dealers
  165.
  Indemnity
  176.
  Costs And
  Expenses
  187.
  Notices And
  Communications
  208.
  Changes In
  Dealers
  209.
  Increase In
  Authorised Amount
  2110.
  Change In
  Issuers
  2211.
  Law And
  Jurisdiction
  2212.
  Modification
  And Amendment
  2313.
  Counterparts
  2314.
  Contracts
  (Rights Of Third Parties) Act 1999
  23  SCHEDULE 1
  SELLING
  RESTRICTIONS
  24SCHEDULE 2
  CONDITIONS
  PRECEDENT
  28SCHEDULE 3
  DEALER
  ACCESSION LETTER
  30SCHEDULE 4
  SPECIMEN
  FORM OF RECORD OF RELEVANT AGREEMENT APPROPRIATE WHERE A GROUP OF DEALERS ARE
  JOINTLY AND SEVERALLY AGREEING TO SUBSCRIBE FOR THE RELEVANT INSTRUMENTS
  32SCHEDULE 5
  NOTICE OF
  INCREASE OF AUTHORISED AMOUNT
  34SCHEDULE 6
  UNDERTAKING
  FROM NEW ISSUER
  35SCHEDULE 7
  NOTICE
  DETAILS
  36


THIS AMENDED AND RESTATED
DEALERSHIP AGREEMENTis made on 20
December 2007 and replaces the Amended and Restated Dealership
Agreement dated 20 December 2006.  BETWEEN  (1)ABB
INTERNATIONAL FINANCE LIMITED(AIFLTD) (the Issuer which expression shall include any New Issuer (as
defined in Clause 10.2) which has become a party to this Agreement as an Issuer
and shall exclude any entity which shall have ceased to be a party to this
Agreement as an Issuer);  (2)ABB LTD; and  (3)MORGAN
STANLEY & CO. INTERNATIONAL PLC(the Dealer, which
expression shall include any institution(s) appointed as a dealer in accordance
with Clause 8.1(b), together with the Dealer, the Dealers and, save as specified herein, excludes any
institution(s) whose appointment as a Dealer has been terminated in
accordance with Clause 8.1(a) provided that where any such institution has
been appointed as Dealer in relation to a particular Tranche (as defined below)
of Instruments, the expression Dealer or Dealers shall only mean or include
such institution in relation to such Tranche).  WHEREAS  (A)The Issuer established a
programme (the Programme) for the issuance of
debt instruments (the Instruments,
which expression shall refer only to those debt instruments issued under the
Programme), in connection with which Programme they entered into a dealership
agreement dated 10 March 1993, as amended and restated on 20 December 2006
(the Original Dealership Agreement), the
Fiscal Agency Agreement and executed and delivered the Deed of Covenant.  (B)ABB Ltd has given certain
undertakings to the Issuer pursuant to a keep-well agreement effective as of 31
March 2000 (the Keep-Well Agreement),
which expressions shall include, where the context so admits, any keep-well
agreement between ABB Ltd and a New Issuer. 
The Keep-Well Agreement is not a guarantee by ABB Ltd of the
Instruments.  (C)Instruments may be issued on a
listed or unlisted basis.  The Issuer has
made an application to the SWX Swiss Exchange (SWX) for the approval of the Programme.  For a period of twelve months following such
approval Instruments issued under the Programme can be submitted for listing on
SWX.  (D)The parties hereto wish to
record the arrangements agreed between them in relation to the sale by the
Issuer and the purchase by Dealers from time to time of Instruments.  IT IS AGREEDas follows:  1.DEFINITIONS  1.1For the purposes of this
Agreement:  1


this Agreement includes any amendment or supplement hereto
(including any supplemental agreement executed pursuant to Clause 8.1(b) and
any undertaking executed pursuant to Clause 10.2(i)) and the expressions herein
and hereto shall be construed accordingly;  Annual Report means the most recently published publicly
available audited financial statements of the Issuer or, as the case may be,
ABB Ltd, whether consolidated or non-consolidated (including the report of the
auditors thereon);  Authorised Amount means the amount of United States Dollars
(U.S.$) 5,250,000,000 or such other
amount as may have been authorised pursuant to Clause 9 hereof;  a Condition means the terms and conditions of the Instruments
as appearing in the Information Memorandum or, in relation to any Tranche or Series of
Instruments, such terms and conditions as the same may be amended or
supplemented or replaced as described in the relevant Pricing Supplement or
Pricing Supplements and any reference to a numbered Condition is to the
correspondingly numbered provision thereof; and Terms and
Conditions should be construed accordingly;  Constitutive Documents means the constitutional documents
of the Issuer or ABB Ltd, being, in the case of AIFLTD its memorandum and
articles of association and, in the case of ABB Ltd, the extract from the Swiss
Commercial Register (Handelsregister)
and its articles of incorporation;  Deed of Covenant means the deed of covenant dated 10 March 1993
and executed by the Issuer, as the same may be amended or supplemented from
time to time and includes, where the context so admits, any deed of covenant
executed by a New Issuer and Deed of Covenant
means in relation to any Issuer, the Deed of Covenant executed and delivered by
it;  Fiscal Agent means Fortis Banque Luxembourg S.A. in its
capacity as fiscal agent, which expression shall include any successor(s) thereto;  Fiscal Agency Agreement means the fiscal agency agreement
dated 10 March 1993 made between the Issuer, the Fiscal Agent, the Paying
Agents and the Registrars, as amended and restated on 20December 2006 and as further amended or supplemented from
time to time;  FSMA means the Financial Services and Markets Act 2000;  Information Memorandum means the information memorandum
dated 20 December 2007
prepared in connection with the application for Instruments to be approved by
SWX, together with any information incorporated therein by reference, as the
same may be amended, supplemented, updated and/or substituted from time to time
and any further information memorandum prepared in connection with the
admission to the listing, trading and/or quotation of the Instruments on any
other listing authority, stock exchanges and/or quotation system on which any
Instruments may from time to time be admitted to listing, trading and/or
quotation (as such further information  2


memorandum may
be amended, supplemented, updated and/or substituted from time to time);  Listing Agent means Homburger AG in its capacity as listing
agent, which expression shall include any successor(s) thereto;  London business day means a day on which commercial banks are
open for business in London (including dealings in foreign exchange and foreign
currency deposits);  Paying Agents means Fortis Banque (Suisse) S.A. in its
capacity as paying agent, and such expression shall also include the Fiscal
Agent and any substitute or additional paying agents appointed in accordance
with the Fiscal Agency Agreement;  Pricing Supplement means a pricing supplement prepared in
relation to the relevant Tranche on the basis of the form in the Information
Memorandum;  Relevant Agreement means an agreement (oral or in writing)
between the Issuer, ABB Ltd and any Dealer(s) for the sale by the Issuer
and the purchase as principal by such Dealer(s) (or on such other basis as
may be agreed between the Issuer, ABB Ltd and the relevant Dealer(s) at
the relevant time) of any Instruments which shall include, without limitation,
any agreement in the form or based on the form set out in Schedule 4 (Specimen Form of Record of Relevant Agreement
Appropriate Where a Group of Dealers are Jointly and Severally Agreeing to
Subscribe for the Relevant Instruments);  Relevant Dealer means, in relation to a Relevant Agreement
which is made between the Issuer, ABB Ltd and more than one Dealer, the
institution specified as such in the Pricing Supplement and/or such Relevant
Agreement; and, in relation to a Relevant Agreement which is made between the
Issuer, ABB Ltd and a single Dealer, such Dealer;  Registrars means Fortis Banque Luxembourg S.A. and Registrar means, in relation to any Series of Instruments
in registered form, the Principal Registrar as specified in the relevant
Pricing Supplement;  Series means a Tranche of Instruments or Tranches of
Instruments which are identical except that the issue date, the first payment
of interest and, if so specified in the relevant Pricing Supplement, the
denomination thereof may be different (and save that a Series may comprise
Instruments in bearer form and Instruments in registered form);  a subsidiary of the Issuer or ABB Ltd means a company the financial
statements of which are, in accordance with applicable law and generally
accepted accounting principles, consolidated with those of the Issuer or, as
the case may be, ABB Ltd;  Stabilising Manager means, in relation to any Tranche of
Instruments, the Dealer specified as the Stabilising Manager in the Pricing
Supplement relating to such Tranche;  3


Tranche means Instruments, the terms of which are identical
(whether as to currency, interest, maturity or otherwise), which are the
subject of the same Pricing Supplement and which have the same issue date (save
that a Tranche may comprise Instruments in bearer form and Instruments in
registered form); and  Transparency Directive means a European
Union Directive implementing the European Commissions proposal for a Directive
of the European Parliament and of the Council on the harmonisation of
transparency requirements with regard to information about issuers whose
securities are admitted to trading on a regulated market in the European Union
(2003/0045 (COD)).  1.2The Original Dealership
Agreement shall be amended and restated on the terms of this Agreement.  Any Instruments issued on or after the date
of this Agreement shall be issued pursuant to this Agreement.  This does not affect any Instruments issued
prior to the date of this Agreement. 
Subject to such amendment and restatement, the Original Dealership
Agreement shall continue in full force and effect.  2.ISSUANCE OF INSTRUMENTS  2.1The Issuer, ABB Ltd and the
Dealer(s) agree that any Instruments which may from time to time be agreed
between the Issuer, ABB Ltd and any Dealer(s) to be issued by the Issuer
and purchased by such Dealer(s) shall be issued and purchased on the basis
of, and in reliance upon, the representations and warranties, undertakings and
indemnities made or given or provided to be made or given in this Agreement or
in writing in any Relevant Agreement or in writing in any other agreement
between the Issuer, ABB Ltd and the Dealer(s) in respect of the relevant
Instruments.  Unless otherwise agreed,
neither the Issuer nor any Dealer is or shall be under any obligation to sell
or, as the case may be, purchase any Instruments.  2.2Upon the conclusion of any
Relevant Agreement and subject as provided in Clause 2.3:  (a)the Relevant Dealer shall
promptly confirm the terms of the Relevant Agreement to the Issuer (with a copy
to the Fiscal Agent or, if the Relevant Agreement relates to the sale of
Instruments in registered form, the Registrar) in writing (by letter, telex,
fax or e-mail);  (b)the Issuer shall promptly
confirm, as appropriate, such terms to the Fiscal Agent or, as the case may be,
the Registrar in writing, and the Relevant Dealer or, if such Dealer so agrees
with the Issuer, the Issuer will prepare a Pricing Supplement in relation to
the relevant Instruments for approval (such approval not to be unreasonably
withheld or delayed) by the Issuer or, as the case may be, the Relevant Dealer
and for execution on behalf of the Issuer and the relevant Dealer(s);  (c)the Issuer shall on the agreed
date of issue of the relevant Instruments procure the issue of such Instruments
in the relevant form (subject to amendment and  4


completion)
scheduled to the Fiscal Agency Agreement and shall procure their delivery to or
to the order of the relevant Dealer(s);  (d)the Dealer(s) shall for
value on the agreed date of issue of the relevant Instruments procure the
payment of the net subscription moneys therefor (namely the agreed issue or
sale price thereof plus any accrued interest and less any agreed commissions,
concessions or other agreed deductibles) to or to the order of the Issuer by
credit transfer to such account as may have been specified by or on behalf of
the Issuer to the Relevant Dealer for the purpose; and  (e)where a single Dealer has
agreed with the Issuer to subscribe a particular tranche pursuant to this
Clause 2, if requested by the Relevant Dealer in relation to such Tranche the
Issuer, ABB Ltd and the Relevant Dealer shall enter into a subscription
agreement based on the form set out in Schedule 4 to this Agreement or such
other form as may be agreed between the Issuer, ABB Ltd and the Relevant
Dealer.  2.3The obligations of the Dealer(s) under
Clause 2.2(d) are conditional upon:  (a)the agreement by the Issuer
and the Relevant Dealer to the terms of the relevant Pricing Supplement;  (b)the execution of the relevant
Pricing Supplement by or on behalf of the Issuer and the relevant Dealer(s) and
the delivery of a copy thereof to each party;  (c)the delivery to or to the
order of the Dealer(s) of the temporary global instrument representing the
relevant Instruments and/or, as the case may be, the relevant Instruments in
registered form to be held to the order of the Issuer pending receipt by the
Issuer of the net subscription moneys payable to it in respect of the relevant
Instruments;  (d)there having been, in the opinion of the
Relevant Dealer acting in good faith, since the date of the Relevant Agreement,
no adverse change in the financial condition of the Issuer or of ABB Ltd and
its subsidiaries taken as a whole that is material in the context of issuance
under the Programme nor, since the date of the Relevant Agreement, any change
in the rating accorded by an internationally recognised rating agency to any
security of the Issuer or ABB Ltd nor a change which has a material adverse
effect on the financial condition of the Issuer or of ABB Ltd and its
subsidiaries taken as a whole;  (e)the truth and correctness in all material
respects of the representations and warranties on the part of the Issuer and
ABB Ltd contained herein or in writing in any Relevant Agreement or in writing
in any other agreement between the Issuer, ABB Ltd and the relevant Dealer(s) in
respect of the relevant Instruments and there having been no event rendering
untrue or incorrect in any material respect any of such representations or
warranties as though they had been made and given on the date of the Relevant
Agreement  5


and on the
agreed date of issue of the relevant Instruments, with reference in each case
to the facts and circumstances then subsisting;  (f)neither the Issuer nor ABB Ltd
being in material breach of any of its undertakings set out herein or in
writing in any Relevant Agreement or in writing in any other agreement between
the Issuer, ABB Ltd and the relevant Dealer(s) in respect of the relevant
Instruments;  (g)there having been, since the
date of the Relevant Agreement and in the opinion of the Relevant Dealer acting
in good faith, no such change in national or international financial, political
or economic conditions or currency exchange rates or exchange controls as
would, in its view, be likely to prejudice materially the placement, offering,
distribution or sale of the relevant Instruments (whether in the primary market
or in respect of dealings in the secondary market);  (h)the Dealers acting in good
faith being satisfied that all authorisations, consents, approvals, filings and
registrations, if any, required by any jurisdiction to which the Issuer or ABB
Ltd is subject or in the country of origin of the currency or currencies in
which the relevant Instruments are denominated or payable or required because
of the term or other characteristics of the relevant Instruments, having been
obtained and being in full force and effect or having been effected and, where
relevant, certified translations thereof into English having been supplied to
the Relevant Dealer; and  (i)(in the case of Instruments
which are to be listed on SWX and/or which are to be listed on such other stock
exchange as may have been agreed between the Issuer, ABB Ltd and the relevant
Dealer(s)) SWX having approved the Programme.  2.4The Relevant Dealer, on behalf
of itself only, or, as the case may be, the other Dealer(s) party to the
Relevant Agreement in question may, in its absolute discretion, waive any of
the conditions set out in Clause 2.3 in writing to the Issuer in so far only as
they relate to an issue of Instruments by the Issuer to such Dealer(s) and
any condition so waived shall be deemed to have been satisfied as regards such
Dealer(s) alone.  If any of the
conditions set out in Clause 2.3 are not satisfied or, as the case may be,
waived by the Relevant Dealer on or before the issue date of any relevant
Tranche, the Relevant Dealer shall, subject as mentioned below, be entitled to
terminate the Relevant Agreement and, in that event, the parties to such
Relevant Agreement shall be released and discharged from their respective
obligations thereunder (except for any rights or liabilities which may have
arisen pursuant to Clauses 3, 4, 5 or 6 of this Agreement).  2.5If the Relevant Dealer, in
connection with the distribution of any Tranche of Instruments, offers
Instruments in excess of the aggregate principal amount to be issued or effects
transactions with a view to stabilising or maintaining the market price  6


of the Instruments at levels other than those which
might otherwise prevail in the open market, it shall not in doing so be deemed
to act as agent of the Issuer but rather as principal.  The Issuer will not as a result of any action
taken by such Dealer under this Clause, be obliged to issue Instruments in
excess of the aggregate amount of Instruments agreed to be issued, nor shall
the Issuer be liable for any loss, or entitled to any profit, arising from any
excess offers or stabilisation.  2.6The Dealer who is specified in
the applicable Pricing Supplement relating to any Tranche of Instruments as the
Stabilising Manager (or any duly appointed person acting for such Stabilising
Manager) may over-allot or effect transactions with a view to supporting the
market price of the Instruments of the Series of which such Tranche forms
part at a level higher than that which might otherwise prevail. However, there
is no assurance that the Stabilising Manager (or any agent of the Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of
the offer of the Tranche of Instruments is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the issue
date of the Tranche of Instruments and 60 days after the date of the allotment
of the relevant Tranche of Instruments. Such stabilising or over-allotment
shall be conducted in accordance with all applicable laws and rules.  Any loss or profit sustained as a consequence
of any such over-allotment or stabilising shall, as against the Issuer, be for
the account of the Stabilising Manager(s).  3.REPRESENTATIONS, WARRANTIES AND
UNDERTAKINGS BY THE ISSUER AND ABB LTD  3.1The following representations
and warranties shall be made or given by the Issuer and ABB Ltd, as
appropriate, on the date hereof, on each date on which the Information
Memorandum is amended, supplemented, updated and/or substituted and, in respect
of each Tranche of Instruments agreed as contemplated herein to be issued and
purchased, on the issue date and on the date on which the Relevant Agreement is
made (it being understood that any representations and warranties made with
respect to a Tranche of Instruments on their issue date and on the date the
Relevant Agreement relating thereto is made shall be applicable only to the
Instruments to be issued and sold on such issue date or pursuant to such
Relevant Agreement, as the case may be):  (a)each of the Issuer and ABB Ltd
is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation, with full power and authority to conduct their respective
businesses as described in the Information Memorandum;  (b)  (i)the Issuer is and was empowered to enter
into and comply with all provisions of this Agreement, the Fiscal Agency
Agreement, the Deed of Covenant, the Keep-Well Agreement and the Relevant
Agreement, to issue and sell the relevant Instruments (in relation to each
Tranche of Instruments agreed as contemplated herein to be issued by the Issuer
and  7


purchased by
the relevant Dealer(s)) and to undertake and to perform the obligations
expressed to be assumed by it herein and therein;  (ii)ABB Ltd is and was empowered to enter into
and comply with all provisions of this Agreement and the Relevant Agreement and
to undertake and to perform the obligations expressed to be assumed by it
herein and therein;  (c)  (i)this Agreement, the Fiscal
Agency Agreement, the Deed of Covenant and the Keep-Well Agreement have been
duly authorised, executed and delivered by the Issuer and constitute valid and
legally binding obligations of the Issuer in accordance with their respective
terms and (in relation to each Tranche of Instruments agreed as contemplated
herein to be issued and purchased) the Relevant Agreement in respect of such
Instruments constitutes valid and legally binding obligations of the Issuer in
accordance with its terms;  (ii)this Agreement and the Relevant Agreement,
when duly executed, in respect of such Instruments each constitute valid and
legally binding obligations of ABB Ltd in accordance with its terms;  (d)(in relation to each Tranche
of Instruments agreed as contemplated herein to be issued and purchased) the
Instruments have been duly authorised by the Issuer and, when duly executed,
authenticated and delivered in accordance with the Fiscal Agency Agreement will
constitute valid and legally binding obligations of the Issuer in accordance
with their terms;  (e)ABB Ltd is and was at the date
of execution of the Keep-Well Agreement with the Issuer, empowered to enter
into and comply with all the provisions of the Keep-Well Agreement and the
Keep-Well Agreement constitutes a valid and legally binding obligation of ABB
Ltd in accordance with its terms;  (f)(in relation to each Tranche
of Instruments agreed as contemplated herein to be issued and purchased), the
obligations of the Issuer in respect of the Instruments of the relevant Series will,
subject to Condition 4.01 headed Negative Pledge, constitute unsecured and
unsubordinated obligations and shall at all times rank pari passu
in right of payment and without any preference among themselves.  The payment obligations of the Issuer under
the Instruments of the relevant Series shall (subject to Condition 4.01)
at all times rank at least equally with all other present and future unsecured
and unsubordinated obligations of the Issuer other than any obligations
preferred by law;  (g)all necessary actions,
authorisations, conditions and things required to be taken, given, fulfilled
and done by the Issuer and/or ABB Ltd, as the case may be, (including any
necessary registrations and consents) have been or, in relation to each Tranche
of Instruments agreed as contemplated herein to be  8


issued and
purchased, will, on the date of issue of the relevant Instruments, have been
taken, given, fulfilled and done in connection with:  (i)the issue of the Information Memorandum and
the distribution of the Information Memorandum and the relevant Pricing
Supplement in accordance with the provisions set out in Schedule 1 hereto;  (ii)the execution and delivery by the Issuer
of, and the compliance by the Issuer with the provisions of, this Agreement,
the Fiscal Agency Agreement and the Deed of Covenant;  (iii)the execution and delivery by ABB Ltd of,
and the compliance by ABB Ltd with the provisions of, this Agreement;  (iv)in relation to each Tranche of Instruments
of the Issuer agreed as contemplated herein to be issued and purchased, the
entry into of, and the compliance with the provisions of, the Relevant
Agreement, the creation and issue of the relevant Instruments and the offering
of the relevant Instruments in accordance with the terms of this Agreement and
the Fiscal Agency Agreement;  (v)the execution and delivery of, and the
compliance with the provisions of, the Keep-Well Agreement by the Issuer and
ABB Ltd;  (vi)the carrying out of the various procedures
and the performance of all other acts contemplated by the Relevant Agreement,
this Agreement, the Fiscal Agency Agreement, the Deed of Covenant and the
Keep-Well Agreement;  and will be in
full force and effect;  (h)the matters referred to in
paragraph (g) above do not and will not conflict with or result in a
breach of any existing provisions of the laws or regulations of the country or
state of incorporation of the Issuer, ABB Ltd or their respective Constitutive
Documents nor of any agreement or other instrument or restriction whether
statutory, contractual or otherwise, to which either of the Issuer or ABB Ltd
is party or by which it or any of its assets is bound;  (i)the financial statements and
other financial information contained in the Annual Report of the Issuer and
incorporated by reference in the Information Memorandum present fairly the
financial position (consolidated where relevant) of the Issuer and, where
relevant, its subsidiaries as of the dates of such statements or information
and the results of operations and the changes in financial position
(consolidated where relevant) of the Issuer and, where relevant, its
subsidiaries for the periods they cover or to which they relate and such
financial statements and information have been prepared in accordance with any
relevant statutory requirements and with generally accepted accounting
principles in the United States or in its jurisdiction of  9


incorporation
applied on a consistent basis throughout the periods involved (unless and to
the extent otherwise stated therein);  (j)the consolidated financial
statements of ABB Ltd and its subsidiaries contained in the Annual Report of
ABB Ltd and incorporated by reference in the Information Memorandum were in
conformity with accounting principles generally accepted in the United States
and with Swiss law, such consolidated financial statements present fairly the
consolidated financial position of ABB Ltd and its subsidiaries as at the dates
of such statements and the results of their operations and the changes in their
financial position for the periods they cover or to which they relate;  (k)the capitalisation tables and
other financial information and statistical data relating to the Issuer and ABB
Ltd in the Information Memorandum present fairly the information shown therein
and have been compiled on a basis consistent with that of the relevant
financial statements and other financial information contained in the Annual
Report of the Issuer or, as the case may be, ABB Ltd; the auditors who reported
upon the audited financial statements and other financial information included
in the Annual Report of the Issuer or, as the case may be, ABB Ltd are
appropriately qualified in the country in which the Issuer or, as the case may
be, ABB Ltd is incorporated and are independent of the Issuer or, as the case
may be, ABB Ltd;  (l)the information contained in
the Information Memorandum is true and accurate in all material respects and
not misleading and to the best of its knowledge and belief there are no other
facts the omission of which would make any statement therein misleading in any
material respect and all reasonable enquiries have been made to verify the
accuracy of such information and the opinions and intentions expressed therein
are honestly held and, in relation to each Tranche of Instruments agreed as
contemplated herein to be issued and purchased, the Information Memorandum
together with the relevant Pricing Supplement contains all the information
which is material in the context of the issue of such Instruments;  (m)save as otherwise disclosed in
the Information Memorandum, neither the Issuer nor ABB Ltd and its subsidiaries
taken as a whole is involved in any litigation or arbitration proceedings which
would be expected to have a material adverse effect on the business of the ABB
Group taken as a whole in the context of the Programme nor, so far as the
Issuer or ABB Ltd is aware, is any such litigation or arbitration pending or
threatened;  (n)since the last day of the
period in respect of which the Annual Report of the Issuer or ABB Ltd has been
prepared, there has, save as may be disclosed in the Information Memorandum, to
the best of the knowledge and belief of the Issuer and ABB Ltd, been no
material adverse change in the financial condition (consolidated where
relevant) of the Issuer or of ABB Ltd and its subsidiaries taken as a whole nor
a change which has a material adverse effect  10


on the
financial condition of the Issuer or of ABB Ltd and its subsidiaries taken as a
whole;  (o)(in relation to any Tranche of
Instruments agreed as contemplated herein to be issued and purchased), as of
the issue date of the relevant Instruments, the aggregate principal amount
outstanding (as defined in the Fiscal Agency Agreement) (expressed in United
States dollars) of Instruments issued under the Programme will not exceed the
Authorised Amount and for this purpose (i) Instruments denominated in a
currency other than United States dollars shall be converted into United States
dollars using the spot rate of exchange for the purchase of the relevant
currency against payment of United States dollars being quoted by the Fiscal
Agent on the date on which the Relevant Agreement in respect of the relevant
Instruments was made or such other rate as the Issuer and the Dealers may
agree, (ii) any Instruments which provide for an amount less than the
principal amount thereof to be due and payable upon redemption following an
event of default in respect of such Instruments shall have a principal amount
equal to their nominal amount and (iii) the currency in which any
Instruments are payable, if different from the currency of their denomination,
shall be disregarded;  (p)(in relation to any Tranche of
Instruments agreed as contemplated herein to be issued and purchased) no event
exists which, had such Instruments been issued, would (or with the giving of
notice, or the lapse of time, or both, would) constitute an Event of Default
as defined in the Terms and Conditions of the relevant Instruments; and  (q)(in relation to each Tranche
of Instruments agreed as contemplated herein to be issued and purchased)
neither the Issuer nor any of its affiliates (as defined in Rule 405 under
the United States Securities Act of 1933 as amended (the Securities
Act)) nor any person (other than any Dealer or any person acting on
its behalf as to whom the Issuer makes no representation) acting on behalf of
the Issuer or any of its affiliates has engaged or will engage in any directed
selling efforts (as defined in Regulation S under the Securities Act) with
respect to such Instruments, and the Issuer, any affiliate of the Issuer and
all persons (other than any Dealer or any person acting on its behalf as to
whom the Issuer makes no representation) acting on its or their behalf with
respect to such Instruments have complied and will comply with the offering
restrictions requirements of Regulation S under the Securities Act with respect
thereto and neither the Issuer nor any person (other than any Dealer or any
person acting on its behalf as to whom the Issuer makes no representation)
acting on its behalf has engaged or will engage, in any form of general
solicitation or general advertising (as those terms are used in Rule 502(c) under
the Securities Act) in connection with any offer or sale of Instruments in the
United States.  11


3.2The Issuer and ABB Ltd undertake to and
agree with the Dealer(s) and each of them, in respect of each Tranche of
Instruments agreed as contemplated herein to be issued and purchased, that it
shall:  (a)unless the same is capable of remedy and is
forthwith remedied, forthwith notify the Relevant Dealer of anything which,
prior to payment of the net subscription moneys being made to the Issuer on the
agreed date of issue of the relevant Instruments, has or may have rendered or
will or may render untrue or incorrect in any material respect any of the
representations and warranties made by or on behalf of the Issuer and/or ABB
Ltd in respect thereof as if they had been made or given on the date of the
Relevant Agreement and on the agreed date of issue of the relevant Instruments;  (b)in relation to each Tranche of Instruments
agreed by the Issuer, ABB Ltd and the relevant Dealer(s) to be listed on
SWX and/or on any other listing authority, stock exchanges and/or quotation
system as may have been agreed between the Issuer, ABB Ltd and the relevant
Dealer(s), cause the Listing Agent to procure the listing of the relevant
Instruments on SWX and/or on such other listing authority, stock exchanges
and/or quotation system and to maintain the same until none of such Instruments
is outstanding provided, however, that if
it should be impracticable or unduly burdensome to maintain such admission to
listing, trading and/or quotation, each of the Issuer and ABB Ltd shall use its
reasonable endeavours to procure and maintain as aforesaid an admission to
listing, trading and/or a quotation for the relevant Instruments on such other
listing authority stock exchanges and/or quotation systems as it and the
relevant Dealer(s) decide;  (c)not and will cause its respective affiliates
(as defined in Regulation 501(b) of Regulation D under the Securities Act)
not to sell, offer for sale or solicit offers to buy or otherwise negotiate in
respect of any security (as defined in the Securities Act) in a manner which
would require the registration of the Instruments issued by the Issuer under
the Securities Act;  (d)procure, in relation to any Tranche of
Instruments which is to be listed on SWX and/or any other listing authority,
stock exchanges and/or quotation system, if required, that the relevant Pricing
Supplement is lodged with SWX and/or with such other listing authority, stock
exchanges and/or quotation system by the time required by SWX or such other
listing authority, stock exchanges and/or quotation system;  (e)in accordance with the terms thereof, cause
the Fiscal Agent to ensure that any Instrument in temporary global or, as the
case may be, permanent global form is exchanged for Instrument(s) in
permanent global or, as the case may be, definitive and/or (in the case of a Series comprising
Instruments in bearer and registered form and if so specified in the relevant
Pricing Supplement) registered form and any talon issued in respect of any
Instrument in definitive  12


form is
exchanged in accordance with the Terms and Conditions of the relevant
Instruments for further coupons;  (f)in relation to any Instruments in respect
of which any Dealer is appointed as the agent of the Issuer for the purposes of
calculating any rate or amount of interest or other redemption amount
applicable to such Instruments, indemnify such Dealer in its capacity as such
agent in the same manner as set out in Clause 13.4 of the Fiscal Agency
Agreement, mutatis mutandis;and  (g)in respect of any Tranche of Instruments
which must be redeemed before the first anniversary of the date of its issue,
the Issuer will issue such Instruments only if the following conditions apply
(or the Instruments can otherwise be issued without contravention of section 19
of the FSMA):  (i)Selling restrictions: each Relevant Dealer represents, warrants
and agrees in the terms set out in sub-clause (b) of the United Kingdom
selling restriction in Schedule 1 (Selling Restrictions -
United Kingdom); and  (ii)Minimum denomination: the redemption value of each such
Instrument is not less than £100,000 (or an amount of equivalent value
denominated wholly or partly in a currency other than sterling), and no part of
any Instrument may be transferred unless the redemption value of that part is
not less than £100,000 (or such an equivalent amount).  3.3The Issuer and ABB Ltd undertake to and
agree with the Dealer(s) it shall:  (a)  (i)in the case of the Issuer, comply (and for
this purpose shall ensure that all necessary action is taken and all necessary
conditions are fulfilled) with all applicable laws, regulations, policies and
guidelines (as amended from time to time) of any governmental and regulatory
authorities or central bank relevant in the context of the issue of any Instruments
and the performance of and compliance with its obligations thereunder, under
this Agreement, the Fiscal Agency Agreement, the Keep-Well Agreement and the
Deed of Covenant, and shall submit (or procure the submission on its behalf of)
such reports or information and shall make (or procure that there is made on
its behalf) such registrations and filings as may from time to time be required
for compliance with such laws, regulations, policies and guidelines and shall
procure that Instruments shall have such maturities and denominations as may
from time to time be required for compliance with all applicable laws,
regulations, policies and guidelines;  (ii)in the case of ABB Ltd, comply (and for
this purpose shall ensure that all necessary action is taken and all necessary
conditions are fulfilled) with all applicable laws, regulations, policies and
guidelines (as amended from time to time) of any governmental and regulatory  13


authorities or
central bank relevant in the context of the issue of any Instruments and the
performance of and compliance with its obligations thereunder, under this
Agreement and the Keep-Well Agreement, and shall submit (or procure the
submission on its behalf of) such reports or information and shall make (or
procure that there is made on its behalf) such registrations and filings as may
from time to time be required for compliance with such laws, regulations,
policies and guidelines and shall procure that Instruments shall have such
maturities and denominations as may from time to time be required for
compliance with all applicable laws, regulations, policies and guidelines;  (b)in connection with the proposed issuance of
Instruments, notify any Dealer promptly upon request by such Dealer of the
aggregate principal amount of Instruments of the Issuer then outstanding
(expressed in United States dollars) under the Programme and for this purpose
sub-paragraphs (i) to (iii) of Clause 3.1(o) shall apply;  (c)in connection with the proposed issuance of
Instruments, from time to time deliver to each Dealer a certified copy of any
document which amends or supersedes any of its Constitutive Documents and a
certified copy of any resolution of its board of directors or, as the case may
be, managing directors or other governing body which amends or supersedes the
resolution in respect of the Issuer or ABB Ltd, as the case may be, referred to
in the Information Memorandum;  (d)deliver to each Dealer a copy of each
document lodged by or on behalf of the Issuer or ABB Ltd, as the case may be,
in relation to the Programme or any Instruments with SWX or with such other
listing authority, stock exchanges and/or quotation system on which Instruments
shall then be admitted to listing, trading and/or quotation (other than Pricing
Supplements) as soon as practicable after it has been lodged and a copy of each
document made available for inspection at the offices of any Paying Agent (as
detailed in the Information Memorandum) as soon as the same shall have become
so available;  (e)without prejudice to paragraph (d) above,
as soon as the same become publicly available, deliver to each Dealer a copy of
its Annual Report and in the case of ABB Ltd, a copy of its Annual Report and
interim financial reports;  (f)supply (or procure the supply) to each
Dealer addressed to all Dealers (whether or not (in the case of sub-paragraphs (ii) or
(iii) below) any such Dealer is participating in the relevant issuance of
Instruments) legal opinions as set out in Schedule 2 to this Agreement, comfort
letters or agreed upon procedures letters on the following bases:  14


(i)(unless, in any case, a legal opinion in
respect of ABB Ltd or, as the case may be, the Issuer addressed to all the
Dealers shall have been provided during the period of twelve months ended on
such anniversary) legal opinions in respect of the Issuer or, as the case may
be, ABB Ltd on each anniversary of the date on which such legal opinions were
signed and delivered in connection with the original establishment of the
Programme, and, on each date which falls twelve calendar months after the
provision of the last legal opinion in respect of ABB Ltd or, as the case may
be, the Issuer;  (ii)a legal opinion in respect of ABB Ltd, upon
the issuance by the Issuer of any Instruments agreed as contemplated herein to
be issued and purchased;  (iii)(unless otherwise stated in the Relevant
Agreement) an auditors comfort letter or agreed upon procedures letter in respect
of ABB Ltd and the Issuer and a legal opinion in respect of the Issuer (from
suitable lawyers qualified in English law) upon the issuance by the Issuer of
any Instruments;  (iv)a legal opinion in respect of, as relevant,
the Issuer and/or ABB Ltd from suitable lawyers qualified in English or, as
relevant Swiss, law if requested by any Dealer in relation to any material
change or proposed material change to any of this Agreement, the Fiscal Agency
Agreement or the Deed of Covenant or the Keep-Well Agreement, or any change or
proposed change in applicable law or regulation relating to the issuance of
Instruments affecting in any material respect the Issuer or ABB Ltd, this
Agreement, the Fiscal Agency Agreement or the Deed of Covenant or the Keep-Well
Agreement;  (g)so long as any Instrument remains
outstanding, the Issuer will not modify, amend or terminate the Keep-Well
Agreement where such modification, amendment or termination would have an
adverse effect upon any holder of any Instrument or Coupon, nor will the Issuer
waive, or fail to take all reasonable steps to ensure that ABB Ltd complies
with its obligations under the Keep-Well Agreement (except where such waiver or
failure would not have an adverse effect upon any holder of any Instrument or Coupon);  (h)in the case of the Issuer, not consent to
any amendment to the Fiscal Agency Agreement which may materially adversely
affect the interests of any Dealer or any holder of any Instrument or Coupon;  (i)in the case of the Issuer, without
prejudice to the provisions of paragraphs (g) and (h) above, give to
each Dealer at least fifteen days prior notice in writing of any proposed
amendment to the Fiscal Agency Agreement, the Deed of Covenant and the
Keep-Well Agreement (whether or not adversely affecting the interests of any
Dealer or any holder of any Instrument or Coupon);  15


(j)from time to time deliver to each Dealer a
certificate as to the names and signatures of those persons who are authorised
to act on behalf of the Issuer, or, as the case may be, ABB Ltd in relation to
the Programme; and  (k)prepare or procure the preparation of an
amendment or supplement to the Information Memorandum or publish a new
information memorandum as may from time to time be required to be prepared by
law or by the requirements of any relevant listing authority, stock exchanges
and/or quotation system or, without prejudice to the generality of the
foregoing, if, while Instruments are offered under the Programme, there shall
occur any adverse change in the financial condition of the Issuer or ABB Ltd
and its subsidiaries taken as a whole that is material in the context of
issuance under the Programme (in the case of ABB Ltd and its subsidiaries taken
as a whole, being a change which might reasonably be expected to affect the
decision of a person considering whether to provide finance to the Issuer in
reliance on the existence of the relevant Keep-Well Agreement), which is not
reflected in the Information Memorandum.  3.4The rights and remedies conferred upon any
Dealer (or other indemnified person) under this Clause shall continue in full
force and effect notwithstanding the completion of the arrangements set out
herein for the issue, sale and purchase of the relevant Instruments and
regardless of any investigation made by such Dealer (or other indemnified
person).  4.UNDERTAKINGS BY THE DEALERS  4.1Each Dealer undertakes to the Issuer and
ABB Ltd that in relation to each Tranche of Instruments agreed as contemplated herein
to be sold and purchased:  (a)it will comply with the provisions set out
in Schedule 1 hereto it being agreed that, subject to compliance by the Issuer
with its obligations under paragraphs (b), (c), (d) and (e) of Clause
3.2 and paragraphs (a) and (k) of Clause 3.3 and not being in breach
of any of the representations and warranties on its part contained in
paragraphs (a) to (e), (g), (h), (l), (o) and (q) of Clause 3.1,
the Issuer shall not have any responsibility in respect of the legality of any
Dealer offering and selling Instruments in any jurisdiction or in respect of
the Instruments qualifying for sale in any jurisdiction;  (b)in relation to each Tranche of Instruments
agreed as contemplated herein to be sold and purchased it will make no public
announcement (except for an initial announcement on Reuters and/or Bloomberg in
the form typically appearing on Reuters and/or Bloomberg) with regard to the
Issuer or ABB Ltd or the issue or sale of the Instruments without the written
consent of the Issuer, which consent shall not be unreasonably withheld or
delayed; and  (c)it will make no representation and supply
no information regarding the Issuer, ABB Ltd or any of their respective
subsidiaries or the Instruments in connection with the issue or sale of the
Instruments other than the form (including the terms and conditions) of the
Instruments, the Fiscal Agency Agreement, the Deed of Covenant and the
Keep-Well Agreement and other than any information contained in or extracted
from any public information  16


(including for
the avoidance of doubt, the Information Memorandum) or as is approved in
writing for such purpose by the Issuer, without the written consent of the
Issuer, which consent shall not be unreasonably withheld or delayed.  4.2The obligations of the Dealers hereunder
are several.  In addition each of the
Dealers agrees that Morgan Stanley & Co. International plc has only
acted in an administrative capacity to facilitate the establishment and/or
maintenance of the Programme and has no responsibility to it for (a) the
adequacy, accuracy, completeness or reasonableness of any representation,
warranty, undertaking, agreement, statement or information in the Information
Memorandum, any Pricing Supplement, this Agreement or any information provided
in connection with the Programme or (b) the nature and suitability to it
of all legal, tax and accounting matters and all documentation in connection
with the Programme or any Tranche.  5.INDEMNITY  5.1The Issuer and ABB Ltd undertake to and
agree with the Dealers and each of them that if such Dealer or any of its
officers, directors or employees and each person by whom it is controlled for
the purposes of the Securities Act (each a Relevant
Party) incurs any direct claim, demand, action, liability, damages
and loss and any reasonable cost or expense (including, without limitation,
reasonable legal fees and any applicable value added tax) (a Loss) as a result or arising out of or in relation to or in
connection with any breach (or any allegation by a person other than any Dealer
or any officer, director or employee or controlling person of any Dealer of any
breach) of the representations and warranties made by it herein or in writing
in any Relevant Agreement or in writing in any other agreement between the
Issuer, ABB Ltd and the relevant Dealer(s) in respect of any Instruments
agreed to be sold and purchased hereunder or any breach or alleged breach of
any of the undertakings given by it herein or in writing in any Relevant
Agreement or in writing in any other agreement between the Issuer, ABB Ltd and
the relevant Dealer(s) in respect of any Instruments agreed to be sold and
purchased hereunder the Issuer or, as the case may be, ABB Ltd shall pay to
such Dealer an amount equal to such Loss. 
No Dealer shall have any duty or obligation, whether as fiduciary for
any Relevant Party or otherwise, to recover any such payment for such Relevant
Party or to account to such Relevant Party for any amounts paid to such Dealer
under this Clause 5.1.  5.2If any action, proceeding, claim or demand
shall be brought or asserted against any Dealer (or any of its officers,
directors or employees or any person by whom it is controlled for the purposes
of the Securities Act) in respect of which indemnity may be sought from the
Issuer or, as the case may be, ABB Ltd as herein provided, such Dealer shall
promptly notify the Issuer or, as the case may be, ABB Ltd in writing thereof.  17


5.3The Issuer or, as the case may be, ABB Ltd
shall have the option to assume the defence thereof with legal advisers in each
relevant jurisdiction reasonably satisfactory to the relevant Dealer (who shall
not without the prior written consent of such Dealer also be legal advisers to
the Issuer or, as the case may be, ABB Ltd). 
If the Issuer or, as the case may be, ABB Ltd so assumes the defence and
retains such legal advisers, such Dealer shall bear the fees and expenses of
any additional legal advisers retained by it in any relevant jurisdiction.  If the Issuer or, as the case may be, ABB Ltd
does not elect to assume the defence or fails to employ legal advisers in any
relevant jurisdiction reasonably satisfactory to such Dealer to represent such
Dealer within a reasonable time after notice of commencement of the action, it
will reimburse such Dealer for the reasonable fees and expenses of any legal
advisers retained by such Dealer.  After
timely notice from the Issuer or, as the case may be, ABB Ltd of its election
so to assume the defence thereof, the Issuer or, as the case may be, ABB Ltd
will not be liable to such Dealer under this Clause 5.3 for any legal expenses
subsequently incurred by such Dealer in connection with the defence thereof
other than the reasonable costs of investigation.  The Issuer or, as the case may be, ABB Ltd
shall not be liable to indemnify any Dealer for any settlement of any such
action effected without the written consent of the Issuer or, as the case may
be, ABB Ltd which consent shall not be unreasonably withheld or delayed.  5.4The rights and remedies conferred upon any
Dealer (or other indemnified person) under this Clause shall continue in full
force and effect notwithstanding the completion of the arrangements set out
herein for the issue, sale and purchase of the relevant Instruments and
regardless of any investigation made by such Dealer (or other indemnified
person).  5.5Each Dealer undertakes with the Issuer and
ABB Ltd that if the Issuer and/or ABB Ltd or any of their respective officers,
directors or employees and each person by whom either of the Issuer or ABB Ltd
is controlled incurs any direct claim, demand, action, liability, damages and
loss and any reasonable cost or expense (including, without limitation,
reasonable legal fees and any applicable value added tax) (a Loss) as a result or arising out of, or in relation to, or
in connection with any breach (or any allegation by a person other than the
Issuer, ABB Ltd, any officer, director, employee or controlling person of the
Issuer or ABB Ltd of any breach) of any of the warranties, undertakings and
agreements made by it herein or in any Relevant Agreement or in writing in any
other agreement in respect of any Instruments whether arising before or after
the completion of the subscription and issue of the relevant Instruments then
such Dealer shall pay to the Issuer or, as the case may be, ABB Ltd an amount
equal to such Loss.  The provisions of
Clauses 5.3 and 5.4 with respect to the conduct and settlement of actions shall
apply mutatis mutandis to this indemnity.  6.COSTS AND EXPENSES  6.1The Issuer is, failing which ABB Ltd is,
responsible for payment of the proper costs, charges and expenses (and any
applicable value added tax):  18


(a)incurred by it or of any legal, accountancy
and other professional advisers retained and instructed by it in connection
with the establishment of the Programme, the preparation of the Information
Memorandum, the preparation, production and delivery of this Agreement, the
Fiscal Agency Agreement, the Deed of Covenant and any other document connected
with the Programme or the performance of and compliance by it with any of its
obligations or without prejudice to Clause 5.5, the exercise of its rights
under this Agreement, the Fiscal Agency Agreement, the Deed of Covenant or the
Keep-Well Agreement;  (b)of any legal, accountancy or other
professional advisers retained and instructed by it in respect of any
Instruments issued by it and any document prepared in connection therewith;  (c)of and incidental to the setting, proofing,
printing and distribution of the Information Memorandum and any Pricing
Supplements provided that where such costs, charges and expenses are incurred
by (a) person(s) other than the Issuer or ABB Ltd, the prior written
approval of the Issuer and/or ABB Ltd to the incurrence of such costs, charges
and expenses shall have been obtained;  (d)of and incidental to the setting, proofing,
printing, checking and initial delivery of any Instruments (whether in global
or definitive bearer form or in registered form) including inspection and
authentication provided that where such costs, charges and expenses are
incurred by (a) person(s) other than the Issuer or ABB Ltd, the prior
written approval of the Issuer and/or ABB Ltd to the incurrence of such costs,
charges and expenses shall have been obtained;  (e)incurred at any time in connection with the
listing of Instruments on SWX or on such other listing authority, stock
exchanges and/or quotation system on which any Instruments may from time to
time be admitted to listing, trading and/or quotation and the maintenance of
any such admission to listing, trading and/or quotation provided that where
such costs, charges and expenses are incurred by (a) person(s) other
than the Issuer or ABB Ltd, the prior written approval of the Issuer and/or ABB
Ltd to the incurrence of such costs, charges and expenses shall have been
obtained; and  (f)of any advertising agreed upon between the
Issuer, ABB Ltd or any of them and the Dealers or any of them.  6.2As between the Issuer, ABB Ltd and the
Dealer(s), the Issuer is, failing which ABB Ltd is, responsible for the payment
of the proper costs, charges and expenses (and any applicable value added tax):  (a)incurred by ABB Ltd or of any legal,
accountancy and other professional advisers retained and instructed by ABB Ltd
in connection with the establishment of the Programme, the preparation of the
Information Memorandum, the preparation, production and delivery of this
Agreement, the Fiscal Agency Agreement, the Deed of Covenant and any other
document  19


connected with
the Programme or the performance of and compliance by it with any of its
obligations under the Keep-Well Agreement; and  (b)of any legal, accountancy or other
professional advisers retained and instructed by it in respect of any
Instruments issued by such Issuer and any document prepared in connection
therewith.  6.3The Issuer, failing which ABB Ltd, shall be
responsible for the payment of all stamp, registration and other taxes and
duties (including any interest and penalties thereon or in connection
therewith) which may be payable upon or in connection with the execution and
delivery of this Agreement and the Fiscal Agency Agreement, the Deed of
Covenant executed by the Issuer and/or ABB Ltd, as the case may be, and the
issue or initial sale or delivery by the Issuer of Instruments of the Issuer
and the execution and delivery by it and/or ABB Ltd, as the case may be, of
each Pricing Supplement and any other document to which the Issuer and/or ABB
Ltd, as the case may be, is/are party entered into in connection with the
Programme or any Instruments of the Issuer and shall indemnify each Dealer
against any direct claim, demand, action, loss, liability and damages and any
reasonable cost or expense (including, without limitation, reasonable legal
fees and any applicable value added tax) which it may incur as a result or
arising out of or in relation to any failure to pay or delay in paying any of
the same.  7.NOTICES AND COMMUNICATIONS  7.1All notices and communications hereunder
shall be made in writing (by letter (first class mail, in the case of inland
post and airmail, in the case of cross border post), telex or fax) and shall be
sent to the addressee at the address, telex number or fax number specified
against its name in Schedule 7 to this Agreement (or, in the case of a Dealer
not originally party hereto, specified by notice to the Issuer, ABB Ltd and the
other Dealers at or about the time of its appointment as a Dealer) and for the
attention of the person or department therein specified (or as aforesaid) or,
in any case, to such other address, telex number or fax number and for the
attention of such other person or department as the addressee has by prior
notice to the sender specified for the purpose.  7.2Whenever a notice or other communication
shall be given as aforesaid by telex or fax it shall be deemed received
(subject, in the case of telex, to a confirmed answer back being received at
the end of the transmission and, in the case of fax, to confirmation being
received at the end of the transmission) on the day of dispatch provided that
if the time of despatch is after 3.00 p.m. (local time of the recipient)
on any day which is a business day (in the place of the recipient) or any time
on a day which is not a business day (in the place of the recipient), it shall
be deemed to have been received on the next business day (in the place of the
recipient) and whenever a notice or other communication is sent by post as
aforesaid it shall be deemed received three days (in the case of inland post)
or seven days (in the case of cross border post) after being posted in a
properly prepaid envelope and whenever a notice or other communication is
delivered by hand, it shall be deemed received upon actual delivery.  20


8.CHANGES IN DEALERS  8.1The Issuer and/or ABB Ltd may:  (a)by ten days notice in writing to any
Dealer, terminate the right of such Dealer to remain a Dealer under this
Agreement (but without prejudice to any rights, liabilities, duties or
obligations accrued or incurred on or before the effective date of termination
and in particular the validity of any existing agreement for the sale and
purchase of any Instruments); and/or  (b)nominate any reputable institution, which
may include the Issuer and/or ABB Ltd, as a new Dealer hereunder either
generally in respect of the Programme or in relation to a particular Tranche of
Instruments, in which event upon the execution by such institution of a
supplemental agreement in the terms set out in Schedule 3 to this Agreement or
in terms acceptable to the other parties hereto such institution shall, subject
as provided below, become a party hereto with all the authority, rights,
powers, duties and obligations of a Dealer hereunder either generally in
respect of the Programme or in relation to a particular Tranche of Instruments
provided always that an institution which has become a Dealer in relation to a
particular Tranche of Instruments shall not be entitled to the benefit of the
undertakings of the Issuer and ABB Ltd contained in Clause 3.3 and
Clause 5.1, except for those contained in paragraphs (a), (f)(ii) and
(iii), (g), (h), (i) and (k) of Clause 3.3 and the provisions of
Clauses 8, 9 and 10 shall not apply to any such Dealer.  8.2Any Dealer may, by ten days written notice
to the Issuer and ABB Ltd, resign as a Dealer under this Agreement (but without
prejudice to any rights, liabilities, duties or obligations accrued or incurred
on or before the effective date of resignation and in particular the validity
of any existing agreement for the sale and purchase of any Instruments).  8.3The Issuer or ABB Ltd will notify the
Dealers and the Fiscal Agent of any change in the identity of the Dealers
appointed generally in respect of the Programme as soon as reasonably
practicable thereafter.  9.INCREASE IN AUTHORISED AMOUNT  9.1The Issuer and/or ABB Ltd may, subject to
the provisions of Clause 9.2 below, from time to time, by giving at least
twenty days notice by letter in substantially the form set out in
Schedule 5 to this Agreement to the Dealer, (with a copy to the Paying
Agents and the Registrars), inform the Dealer that the Authorised Amount be
increased and, the Dealer will be deemed to have given its consent to the
increase in the Authorised Amount, whereupon all references in this Agreement
shall be to the increased Authorised Amount.  9.2No increase shall be effective unless and
until (i) the Dealer shall have received (a) certified true copies
(and, if applicable, English translations) of the resolution of the board of
directors or, as the case may be, board of managing directors or other
governing body of the Issuer and ABB Ltd authorising the increase in the
Authorised  21


Amount, (b) the documents and confirmations
described in paragraphs 4 and 10 of Schedule 2 to this Agreement and (c) confirmation
of the approval of the Programme in respect of Instruments up to the new
Authorised Amount by SWX and any amendment or supplement to the Information
Memorandum prepared in connection therewith and (ii) the Issuer and ABB
Ltd shall have complied with all legal and regulatory requirements, if any,
necessary for the issuance of Instruments up to the new Authorised Amount and
shall have provided to the Dealer such evidence of compliance the Dealer may
reasonably require.  10.CHANGE IN ISSUERS  10.1The Issuer may, provided that at such time
it is not party to a Relevant Agreement in respect of which the related
Instruments have not as yet been issued, from time to time by 10 days written
notice to the Dealer cease, subject to the following provisions of this Clause,
to be an Issuer in respect of the Programme.  If,
upon the expiry of such notice period, the Issuer does not have outstanding any
Instruments then, with effect from the date of the expiry of such notice period
such Issuer shall cease to be a party to this Agreement as Issuer, but without
prejudice to any rights, liabilities or obligations accrued or incurred under
this Agreement on or prior to such date.  If,
upon the expiry of such notice period, the Issuer does have outstanding any
Instruments, then such Issuer shall not cease to be a party to this Agreement
unless and until ABB Ltd or a direct or indirect subsidiary of ABB Ltd shall
have been substituted for and become principal debtor in respect of such
Instruments or Coupons pursuant to Condition 15 of the Terms and Conditions of
such Instruments, in which event such Issuer shall cease to be party to this
Agreement on the date upon which such substitution shall take effect, but
without prejudice to any rights, liabilities and obligations accrued or
incurred under this Agreement on or prior to such date.  10.2The Issuer may request that ABB Ltd or a
direct or indirect subsidiary of ABB Ltd (the New Issuer)
should become an Issuer in respect of the Programme and accordingly should be
party to this Agreement.  If such a
request is made, upon the delivery to the Dealer of (i) the undertaking of
the New Issuer to be bound by the provisions of this Agreement substantially in
the form as set out in Schedule 6 hereto and (ii) a copy of an agreement
duly executed by the New Issuer whereby the New Issuer agrees to be bound by
the Fiscal Agency Agreement, the New Issuer shall become a party to this
Agreement as if originally named herein as an Issuer.  11.LAW AND JURISDICTION  11.1This Agreement and each Relevant Agreement
is governed by, and shall be construed in accordance with, English law.  11.2The Issuer and ABB Ltd hereby agree for the
exclusive benefit of the Dealer(s) that the courts of England are to have
jurisdiction to settle any disputes which may arise out of or in connection
with this Agreement and any Relevant Agreement and that  22


accordingly any suit, action or proceedings (together
referred to as Proceedings) arising out of or in
connection with this Agreement and any Relevant Agreement may be brought in
such courts.  Nothing contained in this
Clause shall limit any right to take Proceedings against the Issuer or ABB Ltd
in any other court of competent jurisdiction, nor shall the taking of
Proceedings in one or more jurisdictions preclude the taking of Proceedings in
any other jurisdiction, whether concurrently or not.  11.3The Issuer and ABB Ltd hereby appoints ABB
Limited of Daresbury Park, Daresbury, Warrington WA4 4BT, Cheshire to accept
service of any Proceedings on its behalf in England.  If for any reason such process agent ceases
to act as such or no longer has an address in England, the Issuer and ABB Ltd
agrees to appoint a substitute process agent and notify the Dealer(s) of
such appointment and if the Issuer or ABB Ltd, as the case may be, fails to
make any such appointment within twenty-one days, any Dealer shall be entitled
to appoint such a person by notice to the Issuer or ABB Ltd, as the case may
be.  11.4Nothing contained herein shall affect the
right to serve process in any other manner permitted by law.  12.MODIFICATION AND AMENDMENT  No
modification or amendment of this Agreement shall be valid unless it is in
writing and signed by or on behalf of each of the parties hereto.  13.COUNTERPARTS  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.  Any party may enter into this Agreement by
signing any such counterpart.  14.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1999  A person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999
to enforce any term of this Agreement.  AS WITNESSthe hands of the duly
authorised representatives of the parties hereto the day and year first before
written.  23


SCHEDULE 1SELLING RESTRICTIONS  United States of America: 
Each Dealer understands that the Instruments have not been and will not
be registered under the Securities Act and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons except
in accordance with Regulation S under the Securities Act or pursuant to an
exemption from the registration requirements of the Securities Act.  Each Dealer represents that it has offered
and sold Instruments, and will offer and sell Instruments (i) as part of
their distribution at any time and (ii) otherwise until 40 days after the
completion of the distribution of Instruments of the relevant Tranche, as
determined and certified to the relevant Issuer by such Dealer (or, in the case
of a sale of a Tranche of Instruments to or through such Dealer and one or more
other Dealers, by each of such Dealers) only in accordance with Rule 903
of Regulation S under the Securities Act. 
Accordingly, each Dealer further represents and agrees that neither it,
its affiliates nor any person, acting on its behalf have engaged or will engage
in any directed selling efforts with respect to Instruments, and that it and
they have complied and will comply with the offering restrictions requirement
of Regulation S.  Each Dealer agrees
that, at or prior to confirmation of sale of Instruments, it will have sent to
each distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Instruments from it during the distribution
compliance period a confirmation or notice to substantially the following
effect:  The Instruments covered hereby have not been registered
under the U.S. Securities Act of 1933 (the Securities
Act) and may not be offered and sold within the United States or
to, or for the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until forty days after the
later of the commencement of the offering and the issue date of the Instruments
of the relevant Tranche, except in either case in accordance with Regulation S
under the Securities Act.  Terms used
above have the meanings given to them by Regulation S.  Terms used in the above
paragraph have the meanings given to them by Regulation S.  Each Dealer represents
and agrees that it has not entered and will not enter into any written
agreement with any person with respect to any sub-underwriting, selling group
or other similar arrangement relating to the distribution or delivery of
Instruments except with its affiliates or with the prior written consent of the
relevant Issuer.  In addition, each Dealer
represents and agrees that:  (i)except to the extent permitted under U.S. Treas.
Reg. § 1.163-5(c)(2)(i)(D) (the D Rules), (x) it
has not offered or sold, and during the restricted period will not offer or
sell, Instruments in bearer form to a person who is within the United States or
its possessions or to a United States person, and (y) such Dealer has not
delivered and will not deliver within the United States or its possessions
definitive Instruments in bearer form that are sold during the restricted
period;  24


(ii)it has and throughout the restricted period will
have in effect procedures reasonably designed to ensure that its employees or
agents who are directly engaged in selling Instruments in bearer form are aware
that such Instruments may not be offered or sold during the restricted period
to a person who is within the United States or its possessions or to a United
States person, except as permitted by the D Rules;  (iii)if such Dealer is a United States person, it
represents that it is acquiring the Instruments in bearer form for purposes of
resale in connection with their original issuance and, if such Dealer retains
Instruments in bearer form for its own account, it will only do so in
accordance with the requirements of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(6);  (iv)with respect to each affiliate (if any) that
acquires from such Dealer Instruments in bearer form for the purposes of
offering or selling such Instruments during the restricted period, such Dealer
either (A) hereby represents and agrees on behalf of such affiliate (if
any) to the effect set forth in sub-paragraphs (i), (ii) and (iii) of
this paragraph or (B) agrees that it will obtain from such affiliate (if
any) for the benefit of the relevant Issuer the representations and agreements
contained in sub-paragraphs (i), (ii) and (iii) of this paragraph;
and  (v)it will obtain from any distributor (within the
meaning of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(4)(ii)) that purchases any
Instruments in bearer form from such Dealer pursuant to a written contract with
it (except a distributor that is one of its affiliates or is another Dealer),
for the benefit of the Issuer and each other Dealer, the representations
contained in, and such distributors agreement to comply with, the provisions
of sub- paragraphs (i), (ii), (iii) and (iv) of this paragraph
insofar as they relate to the D Rules, as if such distributor were a Dealer
hereunder.  Terms used in the above
paragraphs have the meanings given to them by the United States Internal
Revenue Code of 1986 and Regulations thereunder, including the D Rules.  Each issuance of index-,
commodity- or currency-linked Instruments shall be subject to additional U.S.
selling restrictions as the relevant Dealer or Dealers shall agree as a term of
the issuance and purchase of such Instruments. 
Each Dealer agrees that it shall offer, sell and deliver such
Instruments only in compliance with such additional U.S. selling restrictions.  The United Kingdom  Each Dealer further
represents and agrees, that:  (i)in relation to any Instruments which have a
maturity of less than one year, (i) it is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business and (ii) it
has not offered or sold and will not offer or sell any Instruments other than
to persons whose ordinary activities involve them in acquiring, holding,
managing or  25


disposing of investments (as principal or as agent) for the
purposes of their businesses or who it is reasonable to expect will acquire,
hold, manage or dispose of investments (as principal or agent) for the purposes
of their businesses where the issue of the Instruments would otherwise
constitute a contravention of Section 19 of the FSMA by the Issuer;  (ii)it has only communicated or caused to be
communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning
of Section 21 of the FSMA) received by it in connection with the issue or
sale of any Instruments in circumstances in which Section 21(1) of
the FSMA does not apply to the Issuer or ABB Ltd.;  and  (iii)it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to any Instruments in, from or otherwise involving the United Kingdom.  Japan  Each Dealer understands that the Instruments have not been
and will not be registered under the Securities and Exchange Law of Japan (law
no. 25 of 1948, as amended) and, accordingly, undertakes that it will not offer
or sell any Instruments directly or indirectly, in Japan or to, or for the
benefit of, any Japanese Person or to others for re-offering or re-sale,
directly or indirectly, in Japan or to any Japanese Person except under
circumstances which will result in compliance with all applicable laws,
regulations and guidelines promulgated by the relevant Japanese governmental
and regulatory authorities and in effect at the relevant time.  For the purposes of this paragraph, Japanese Person shall mean any person resident in Japan,
including any corporation or other entity organised under the laws of Japan.  Public
Offer Selling Restriction Under the Prospectus Directive  In relation to each
Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State),
each Dealer represents and agrees that with effect from and including the date
on which the Prospectus Directive is implemented in that Relevant Member State
(the Relevant Implementation Date)
it has not made and will not make an offer of Instruments which are the subject
of the offering contemplated by the Information Memorandum as completed by the
Pricing Supplement in relation thereto (or are the subject of the offering
contemplated by a drawdown prospectus, as the case may be) to the public in
that Relevant Member State except that it may, with effect from and including
the Relevant Implementation Date, make an offer of such Instruments to the
public in that Relevant Member State:  (a)if the Pricing Supplement in relation to the
Instruments specify that an offer of those Instruments may be made other than
pursuant to Article 3(2) of the Prospectus Directive in that Relevant
Member State (a Non-exempt Offer),
following the date of publication of a prospectus in relation to such
Instruments which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State, provided
that any such prospectus which is not a  26


drawdown prospectus has subsequently been completed by the
Pricing Supplement contemplating such Non-exempt Offer, in accordance with the
Prospectus Directive, in the period beginning and ending on the dates specified
in such prospectus or Pricing Supplement, as applicable;  (b)at any time to legal entities which are
authorised or regulated to operate in the financial markets or, if not so authorised
or regulated, whose corporate purpose is solely to invest in securities;  (c)at any time to any legal entity which has two or
more of (1) an average of at least 250 employees during the last financial
year; (2) a total balance sheet of more than 43,000,000 and (3) an
annual net turnover of more than 50,000,000, all as shown in its last annual
or consolidated accounts;  (d)at any time to fewer than 100 natural or legal
persons (other than qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the relevant Dealer or Dealers
nominated by the Issuer for any such offer; or  (e)at any time in any other circumstances falling
within Article 3(2) of the Prospectus Directive.  provided that no such
offer of Instruments referred to in (b) to (e) above shall require
the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive.  For the purposes of this provision, the expression an offer of Instruments to the public in
relation to any Instruments in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the Instruments to be offered so as to enable an
investor to decide to purchase or subscribe the Instruments, as the same may be
varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.  General: 
Each Dealer acknowledges that no action has been or will be taken by the
Issuer or any Dealer that would, or is intended to, permit a public offer of
the Instruments in any country or jurisdiction where any such action for that
purpose is required.  Accordingly, each
Dealer undertakes that it will observe all applicable laws and regulations in
each country or jurisdiction in or from which it may acquire, offer, sell or
deliver Instruments or have in its possession or distribute any offering
material, information memorandum, offering circular, prospectus, form of
application, advertisement or other document or information.  Each Dealer further
agrees that it will not directly or indirectly offer, sell or deliver any
Instruments or distribute or publish the Information Memorandum or any other
offering material in or from any country or jurisdiction except under
circumstances that will, in its reasonable belief, result in compliance with
any applicable laws and regulations, including in respect of the jurisdictions
set out above, and all offers and sales of Instruments by it will be made on
the foregoing terms.  27


SCHEDULE 2 CONDITIONS
PRECEDENT  1.A certified true copy (and, if applicable,
English translation) of the Constitutive Documents of the Issuer and ABB Ltd.  2.Certified true copies (and, if applicable,
English translations) of all relevant resolutions of its board of directors or,
as the case may be, board of managing directors or other governing body of the
Issuer (including any New Issuer) authorising the issuance of Instruments in an
aggregate principal amount of up to the Authorised Amount applicable to the
Issuer and the execution, delivery and performance by the Issuer of the
Dealership Agreement, the Fiscal Agency Agreement, the Deed of Covenant and the
Instruments.  3.In relation to the Issuer and ABB Ltd, a list of
the names and titles and specimen signatures of the persons authorised:  (a)to sign on behalf of the Issuer or ABB Ltd, as
the case may be, the above-mentioned documents;  (b)to sign on behalf of the Issuer or ABB Ltd, as
the case may be, all notices and other documents to be delivered pursuant
thereto or in connection therewith; and  (c)to take any other action on behalf of the Issuer
or ABB Ltd, as the case may be,  in
relation to the Programme.  4.Any necessary governmental, tax, exchange
control or other approvals or consents.  5.The Dealership Agreement, duly executed.  6.The Fiscal Agency Agreement, duly executed or a
conformed copy thereof.  7.In respect of the Issuer, the Deed of Covenant
duly executed or a conformed copy thereof.  8.A certified copy of the relevant duly executed
Keep-Well Agreement.  9.The Information Memorandum and confirmation of
the approval of the Programme by SWX and the issuance of Instruments by the
Issuer.  10.Legal opinions from suitable lawyers qualified
in English law and internal Counsel of ABB Ltd, (in the case of the Issuer)
from the legal advisers to the Issuer in Guernsey, currently Ogier, (in the
case of any New Issuer (as defined in Clause 10.2)) from reputable and suitably
qualified legal advisers in the jurisdiction of incorporation and, if
different, tax residence of such New Issuer. 
Each legal opinion referred to above (other than in respect of any New
Issuer) to be delivered pursuant to Clause 3.3(f) of the Dealership
Agreement.  28


11.Confirmation of the ratings for the Programme
obtained from applicable rating agency(ies).  12.In relation to the Issuer and ABB Ltd, a letter
from ABB Limited agreeing to act as process agent for the Issuer and ABB Ltd,
as the case may be, in relation to the Dealership Agreement, the Fiscal Agency
Agreement, the Deed of Covenant and the Instruments.  29


SCHEDULE 3 DEALER ACCESSION LETTER  [Date]  [New Dealer[s]] [Address]  Dear Sirs,  ABB
INTERNATIONAL FINANCE LIMITED (the Issuer) Programme
for the Issuance of Debt Instruments  We refer to the
Dealership Agreement dated 10 March 1993 and amended and restated on 20 December 2007 entered into in
respect of the above Programme for the Issuance of Debt Instruments (such
agreement, as modified or amended from time to time, the Dealership
Agreement) between ourselves, ABB Ltd and the Dealers from time to
time party thereto, and have pleasure in inviting [each of] you to become a
Dealer upon the terms of the Dealership Agreement [in respect of and for the
purpose of [specify Tranche of Instruments]](1), a copy of which has been
supplied to you by us.  We are enclosing
copies of the conditions precedent as set out in Schedule 2 to the Dealership
Agreement and copies of the most recent comfort letters and opinions delivered
pursuant to paragraph (f) of Clause 3.3 of the Dealership
Agreement.  Please return to us a copy of
this letter signed by an authorised signatory [on your behalf/on behalf of each
of you] whereupon [each of] you will become a Dealer for the purposes of the
Dealership Agreement with, [subject as hereinafter provided,] all the
authority, rights, powers, duties and obligations of a Dealer under the
Dealership Agreement [in respect of and for the purpose of [specify Tranche of
Instruments] and provided always that [each of] you shall not be entitled to
the benefit of our undertakings contained in Clause 3.3 of the Dealership
Agreement except for those contained in paragraphs (a), (f)(ii) and (iii),
(g), (h), (i) and (k) thereof and the provisions of Clauses 8, 9 and
10 of the Dealership Agreement shall not apply to [any of] you].(1)  This letter is governed
by, and shall be construed in accordance with, English law.  Yours faithfully,  ABB International Finance Limited  By:  By:  By:  ABB Ltd  By:  
 (1)          Applies
only where the incoming Dealer is being appointed in respect of a particular
Tranche of Instruments  30


CONFIRMATION  We hereby accept the
appointment as a Dealer and accept all of the duties and obligations under, and
terms and conditions of, the Dealership Agreement upon the terms of this letter
[in respect of and for the purpose of [specify Tranche of Instruments]].  We confirm that we are in
receipt of all the documents referred to in the second sentence of your letter
and have found them to be satisfactory.  For the purposes of the
Dealership Agreement our communications details are as set out below.  [NEW DEALER]By:Date:Address:
  [
  ]Telex:
  [
  ]Facsimile:
  [
  ]Attention:
  [
  ][NEW DEALER]By:Date:Address:
  [
  ]Telex:
  [
  ]Facsimile:
  [
  ]Attention:
  [
  ]  [(1)Copies to:  (i)all existing Dealers who have been appointed in
respect of the Programme generally; and  (ii)the Fiscal Agent.]  
 (1)           Applies
only where the incoming Dealer is being appointed in respect of the Programme
generally  31


SCHEDULE 4 SPECIMEN
FORM OF RECORD OF RELEVANT AGREEMENT APPROPRIATE WHERE A GROUP OF DEALERS ARE
JOINTLY AND SEVERALLY AGREEING TO SUBSCRIBE FOR THE RELEVANT INSTRUMENTS  [Letterhead of the
Issuer]  [Date]  Form of
Record of Relevant Agreement  [                      ] (the Relevant Dealer)  [                      ] (together, with the
Relevant Dealer, the Dealers)  Dear Sirs  ABB
INTERNATIONAL FINANCE LIMITED (the Issuer) Programme
for the Issuance of Debt Instruments  Issue of [Aggregate principal amount and title of Instruments to be issued (theInstruments)]  We, [ABB International
Finance Limited] (the Issuer) and
ABB Ltd, refer to the dealership agreement (the Dealership
Agreement) dated 10 March 1993 and amended and restated on 20 December 2007 and made between ourselves as Issuer,
ABB Ltd and the Dealer named therein and entered into with respect to the
Programme for the issuance of debt instruments, described in an information
memorandum dated 20 December 2007.  [The Instruments are the subject of an
invitation telex dated [        ].]  We write in order to
record the agreement between us as follows:  (a)our agreement recorded in this letter is a
Relevant Agreement as defined in the Dealership Agreement and is subject to the
Dealership Agreement (save as modified in relation to the Instruments as
provided herein) and the Pricing Supplement which has been prepared in respect
of such Instruments;  (b)we will, in accordance with the Fiscal Agency
Agreement dated 10 March 1993 and amended and restated on 20 December 2006 and as further
amended or supplemented from time to time, issue the Instruments (represented
by an appropriate temporary global instrument) on [           ]* (or such later date, being not
later than [        ]*, as may be agreed
between us and the Relevant Dealer on your behalf) (the closing date);  32


(c)you jointly and severally undertake that you
will subscribe for the Instruments on the closing date at their [issue price](3) as
specified in the invitation telex [plus (if the closing date has been subject
to postponement) accrued interest on their principal amount]* (the Issue Price) and, on the closing date, pay the net
subscription moneys for the Instruments being the Issue Price [(less the
commissions, concessions and other matters agreed to be deducted pursuant to
paragraph (d) below)] by credit transfer in the currency in which the
Instruments are denominated for same day/immediate value to [set out full
details of the Issuers receiving bank account];  (d)[specify agreement with respect to commissions,
concessions, costs and expenses and other such matters stating whether such
items may be deducted from the Issue Price payable on the closing date;]  (e)[[          ]
agrees to act as [insert details of any calculation agency or similar function
which [          ] has agreed
to undertake] and we confirm that the provisions of Clause 3.2(f) of
the Dealership Agreement will apply to such appointment].**  Please signify your
confirmation that the foregoing correctly records the agreement between us by
counter-signing and returning the enclosed copy of this letter together with
evidence of the authority of the person signing on your behalf.  This letter agreement is
governed by, and shall be construed in accordance with, English law.  Yours faithfully  [ABB INTERNATIONAL FINANCE
LIMITED]  By:
  By:ABB LTDBy:
  By:Confirmed[list the Relevant Dealer and
  Dealers inthe agreed order]By:  
 *delete or complete as appropriate  **only to be considered in relation to
Tranches where a Dealer has agreed to undertake any calculation agency or
similar function  33


SCHEDULE 5
NOTICE OF INCREASE OF AUTHORISED AMOUNT  To:          [list all current Dealer(s) appointed
in respect of the Programme generally]  Dear Sirs,  ABB
INTERNATIONAL FINANCE LIMITED (theIssuer) Programme
for the Issuance of up to U.S.$5,250,000,000 Debt Instruments  We refer to the
Dealership Agreement dated 10 March 1993 and amended and restated on 20 December 2007 entered into in
respect of the above Programme for the Issuance of Debt Instruments (such
agreement, as modified or amended from time to time, the Dealership
Agreement), between ourselves as Issuer, ABB Ltd and the Dealers
from time to time party thereto.  Terms
used in the Dealership Agreement shall have the same meanings in this letter.  Pursuant to Clause 9.1 of
the Dealership Agreement, we hereby inform each of the addressees listed above
that the Authorised Amount be increased from
[          ] to
[          ] with effect from
[date] or such later date upon which the requirements of Clause 9.2 of the
Dealership Agreement shall be fulfilled, subject always to the provisions of
Clause 9.2 of the Dealership Agreement.  From the date upon which
the increase in the Authorised Amount becomes effective, all references in the
Dealership Agreement to the Authorised Amount shall be to the new increased
amount as specified herein.  This letter is governed
by, and shall be construed in accordance with, the laws of England.  Yours faithfully,  ABB International Finance
  LimitedBy:  34


SCHEDULE 6
UNDERTAKING FROM NEW ISSUER  To:          [list all current Dealer(s) appointed
in respect of the Programme generally]  Dear Sirs,  ABB
INTERNATIONAL FINANCE LIMITED (theIssuer) Programme
for the Issuance of up to U.S.$5,250,000,000 Debt Instruments  We refer to the
Dealership Agreement dated 10 March 1993 and amended and restated on 20 December 2007 entered into in
respect of the above Programme for the Issuance of Debt Instruments (such
agreement, as modified or amended from time to time, the Dealership
Agreement), between the Issuer, ABB Ltd and the Dealers from time
to time party thereto.  Terms used in the
Dealership Agreement shall have the same meanings in this letter.  We desire to become an
Issuer in respect of the Programme and accordingly a party to the Dealership
Agreement.  We hereby undertake, with
effect from [          ], to
each of the Dealers to be bound by and to represent, warrant, undertake,
perform and comply with all the provisions of the Dealership Agreement in all
respects as if we had been originally named a party thereto as Issuer but on
the basis that [specify any amendments, supplements or
modifications which are necessary to the provisions of the Dealership Agreement
in its application to the New Issuer].  This letter is governed
by, and shall be construed in accordance with, the laws of England.  Yours faithfully,  ABB International Finance
  LimitedBy:  35


SCHEDULE 7 NOTICE DETAILS(1)  ABB INTERNATIONAL FINANCE LIMITED  Address:
  Suite 3Weighbridge HouseThe PolletSt. Peter PortGuernseyGY1 IWLChannel IslandsFax:
  +44 1481 729 016Attention:
  Business Administrationcopy to:Address:
  ABB Group Treasury
  OperationsAffolternstrasse 44CH 8050 ZurichSwitzerlandFax:
  +41 43 317 7474Attention:
  Business OperationsABB LTDAddress:
  Affolternstrasse 448050 ZurichSwitzerlandFax:
  +41 43 317 7992Attention:
  Legal DepartmentMORGAN STANLEY & CO.
  INTERNATIONAL PLCAddress:
  25 Cabot SquareCanary WharfLondon E14 4QAFax:
  +44 20 7677 7999Attention:
  Global Capital Markets
  - Head of Transaction Management Group  
 (1) Please confirm all
contact details are correct.  36


SIGNATURESThe IssuerABB INTERNATIONAL FINANCE
  LIMITEDBy:
  By:Brian van Reijn
  
  Alex HallABB LtdABB LTDBy:
  By:Michel Demaré
  
  Alfred StorckThe DealerMORGAN STANLEY & CO.
  INTERNATIONAL PLCBy:James Walter  37