Exhibit
1.1  Articles of Incorporation of ABB Ltd, Zurich as of December 9, 2003  This is a translation of the original German
version. In case of any discrepancy, the German version shall prevail.   Section 1: Name, Place of Incorporation,
Purpose and Duration  Name, Place of Incorporation Article 1 Under the name ABB Ltd ABB AG ABB SA there exists a corporation with its place of
incorporation in Zurich.  Purpose Article 2 1    The
purpose of the Company is to hold interests in business enterprises, particularly
in enterprises active in the areas of industry, trade and services. 2    The
Company may acquire, encumber, exploit or sell real estate and intellectual
property rights in Switzerland and abroad and may also finance other companies. 3    The
Company may engage in all types of transactions and may take all measures that
appear appropriate to promote, or that are related to, the purpose of the
Company.  Duration Article 3 The duration of
the Company shall be unlimited.   Section 2: Share Capital  Share Capital Article 4 1    The
share capital of the Company is CHF 5,175,787,367.50 and is divided into
2,070,314,947 fully paid registered shares. Each share has a par value of CHF
2.50. 2    Upon
resolution of the General Meeting of Shareholders, registered shares may be converted
into bearer shares and bearer shares may be converted into registered shares.  Contingent Share Capital Article 4bis 1    The
share capital may be increased in an amount not to exceed CHF 550,000,000
through the issuance of up to 220,000,000 fully paid registered shares with a
par value of CHF 2.50 per share, a)   up
to the amount of CHF 525,000,000 through the exercise of conversion rights
and/or warrants granted in connection with the issuance on national or
international capital markets of newly or already issued bonds or other
financial market instruments by the Company or one of its group companies, and    
   b)   up
to the amount of CHF 25,000,000 through the exercise of warrant rights granted
to the shareholders by the Company or one of its group companies. The Board of
Directors may grant warrant rights not taken up by shareholders for other
purposes in the interest of the Company. The
pre-emptive rights of the shareholders shall be excluded in connection with the
issuance of convertible or warrant-bearing bonds or other financial market
instruments or the grant of warrant rights. The then current owners of
conversion rights and/or warrants shall be entitled to subscribe for the new
shares. The conditions of the conversion rights and/or warrants shall be
determined by the Board of Directors. 2    The
acquisition of shares through the exercise of conversion rights and/or warrants
and each subsequent transfer of the shares shall be subject to the restrictions
of art. 5 of these Articles of Incorporation. 3    In
connection with the issuance by the Company or one of its group companies of
convertible or warrant-bearing bonds or other financial market instruments, the
Board of Directors shall be authorized to restrict or deny the advance
subscription rights of shareholders if such issuances are for the purpose of
financing or refinancing the acquisition of an enterprise, parts of an
enterprise, participations or new investments or the issuance on national or
international capital markets. If advance subscription rights are denied by the
Board of Directors, the following shall apply: the convertible or
warrant-bearing bonds or other financial market instruments shall be issued at
the relevant market conditions and the new shares shall be issued pursuant to
the relevant market conditions taking into account the share price and/or other
comparable instruments having a market price. Conversion rights may be
exercised during a maximum 10-year period, and warrants may be exercised during
a maximum 7-year period, in each case from the date of the respective issuance.
The advance subscription rights of the shareholders may be granted indirectly. 4    The
share capital may be increased in an amount not to exceed CHF 200,000,000
through the issuance of up to 80,000,000 fully paid registered shares with a
par value of CHF 2.50 per share by the issuance of new shares to employees of
the Company and group companies. The pre-emptive and advance subscription
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to one
or more regulations to be issued by the Board of Directors, taking into account
performance, functions, levels of responsibility and profitability criteria.
Shares or subscription rights may be issued to employees at a price lower than
that quoted on the stock exchange. 5    The
acquisition of shares within the context of employee share ownership and each
subsequent transfer of the shares shall be subject to the restrictions of art.
5 of these Articles of Incorporation.  Authorized Share Capital Article 4ter 1    The
Board of Directors shall be authorized to increase the share capital in an
amount not to exceed CHF 174,252,717.50 through the issuance of up to
69,701,087 fully paid registered shares with a par value of CHF 2.50 per share
by not later than May 19, 2005. Increases in partial amounts shall be
permitted. 2    The
subscription and acquisition of the new shares, as well as each subsequent
transfer of the shares, shall be subject to the restrictions of art. 5 of these
Articles of Incorporation. 3    The
Board of Directors shall determine the issue price, the type of payment, the
date of issue of new shares, the conditions for the exercise of pre-emptive
rights, and the beginning date for dividend entitlement. In this regard, the
Board of Directors may issue new shares by means of a firm underwriting through
a banking institution, a syndicate or another third party and a subsequent
offer of these shares to the current shareholders. The Board of Directors may
permit 2 
   pre-emptive rights that have not been
exercised to expire or it may place these rights and/or shares as to which
preemptive rights have been granted but not exercised, at market conditions or
use them for other purposes in the interest of the Company. 4    The
Board of Directors is further authorized to restrict or deny the pre-emptive
rights of shareholders and allocate such rights to third parties if the shares
are to be used: a)   for
the acquisition of an enterprise, parts of an enterprise, or participations, or
for new investments, or, in case of a share placement, for the financing or
refinancing of such transactions; or b)   for
the purpose of broadening the shareholder constituency in connection with a
listing of shares on domestic or foreign stock exchanges; or c)   for
employee participation plans.  Share Register and Restrictions on
Registration, Nominees Article 5 1    The
Company shall maintain a share register listing the surname and first name (in
the case of legal entities, the company name) and address of the holders and
usufructuaries of the registered shares. 2    Acquirors
of registered shares shall be registered upon request in the share register as
shareholders with the right to vote, provided that they expressly declare that
they acquired the registered shares in their own name and for their own
account. 3    If
persons fail to expressly declare in their registration applications that they
hold the shares for their own account (the Nominees), the Board of Directors
shall enter such persons in the share register with the right to vote, provided
that the Nominee has entered into an agreement with the Board of Directors
concerning his status and is subject to a recognized bank or financial market
supervision. 4    After
hearing the registered shareholder or Nominee, the Board of Directors may
cancel registrations in the share register, retroactive to the date of
registration, if such registrations were made based on incorrect information.
The relevant shareholder or Nominee shall be informed immediately as to the
cancellation. 5    The
Board of Directors shall regulate the details and issue the instructions
necessary for compliance with the preceding provisions. In special cases, it
may grant exemptions from the rule concerning Nominees. The Board of Directors
may delegate its duties. 6    Notwithstanding
paras. 24 of this article, acquirors of registered shares may be registered in
the share register with Värdepapperscentralen VPC AB (VPC) in accordance with
Swedish law.  Share Certificates Article 6 1    The
shareholder may at any time request the Company to issue a confirmation of the
number of registered shares held by such shareholder. The shareholder is not
entitled, however, to request the printing and delivery of certificates for
registered shares. The Company may, on the other hand, at any time print and
deliver certificates for registered shares, and may, with the consent of the
shareholder, destroy issued certificates that are delivered to it, without
replacement. 2    Uncertificated
registered shares, including any uncertificated rights arising thereunder, may
be transferred only by way of assignment. The assignment must be notified to
the Company in order to be valid. 3    Uncertificated
registered shares and the pecuniary rights associated therewith may be pledged
only by way of a written agreement, and only in favor of the bank at which the
shareholder holds  3 
   such shares in book-entry form. Notification
to the Company shall not be necessary. Uncertificated registered shares
registered with VPC may be pledged in accordance with Swedish law. 4    In
the event that shares are printed, they shall bear the signatures of two
members of the Board of Directors. These signatures may be facsimile
signatures. 5    The
Company may in any event issue certificates representing more than one share.  Exercise of Rights Article 7 1    The
Company shall only accept one representative per share. 2    The
right to vote and rights relating thereto under a registered share may be
exercised vis-à-vis the Company only by a shareholder, usufructuary or Nominee
registered in the share register with the right to vote.  Dividend Access Facility Article 8 1    The
Company has established a dividend access facility under which shareholders who
are resident in Sweden have the option to be registered with VPC as holders of
a total of up to 600,004,716 registered shares of the Company, with suspended
dividend entitlement. The claim to dividends against the Company on such
registered shares shall be suspended as long as such registered shares are
registered with VPC. In lieu thereof, on each such registered share, an amount
equivalent to the dividend resolved on a registered share of the Company shall
be paid in Swedish kronor by ABB Participation AB based on the dividend
entitlement on a preference share. 2    In
deciding on the appropriation of dividends, the General Meeting of Shareholders
shall take into account that the Company will pay dividends only on shares that
do not participate in the dividend access facility.   Section 3: Corporate Bodies  A. General Meeting of Shareholders  Competence Article 9 The
General Meeting of Shareholders is the supreme body of the Company.  Ordinary General Meetings Article 10 The
Ordinary General Meeting of Shareholders shall be held each year within six
months after the close of the fiscal year of the Company; the business report
and the Auditors report, together with the Group Auditors report, shall be
made available for inspection by the shareholders at the place of incorporation
of the Company by no later than twenty days prior to the meeting. Each
shareholder is entitled to request immediate delivery of a copy of these
documents. Shareholders will be notified of this in writing.  Extraordinary General Meetings Article 11   4 
   1    Extraordinary
General Meetings of Shareholders shall be held when deemed necessary by the
Board of Directors or the Auditors. 2    Furthermore,
Extraordinary General Meetings of Shareholders shall be convened upon
resolution of a General Meeting of Shareholders or if this is requested by one
or more shareholders who represent an aggregate of at least one-tenth of the
share capital and who submit a petition signed by such shareholder(s),
specifying the items for the agenda and the proposals.  Notice of General Meetings Article 12 1    Notice
of General Meetings of Shareholders shall be given by the Board of Directors
or, if necessary, by the Auditors, by no later than twenty days prior to the
meeting date. Notice of the meeting shall be given by way of an announcement
appearing once in the official publication organ of the Company. Shareholders
may also be informed by ordinary mail. Liquidators and representatives of
bondholders shall also be entitled to call a General Meeting of Shareholders. 2    The
notice of a meeting shall state the items on the agenda and the proposals of
the Board of Directors and of the shareholders who demanded that a General
Meeting of Shareholders be held or that an item be included on the agenda and,
in case of elections, the names of the nominated candidates.  Agenda Article 13 1    One
or more shareholders whose combined shareholdings represent an aggregate par
value of at least CHF 1,000,000 may demand that an item be included on the
agenda of a General Meeting of Shareholders. Such inclusion must be requested
in writing at least forty days prior to the meeting and shall specify the
agenda items and proposals of such shareholder(s). 2    No
resolutions may be passed at a General Meeting of Shareholders concerning
agenda items for which proper notice was not given. This provision shall not
apply, however, to proposals made during a General Meeting of Shareholders to
convene an Extraordinary General Meeting of Shareholders or to initiate a
special audit. 3    No
previous notification shall be required for proposals concerning items included
on the agenda and for debates as to which no vote is taken.  Presiding Officer, Minutes, Vote Counters Article 14 1    The
General Meeting of Shareholders shall be held at the place of incorporation of
the Company, unless the Board of Directors decides otherwise. The Chairman of
the Board or, in his absence, a Vice-Chairman or any other Member appointed by
the Board, shall take the chair. 2    The
presiding officer shall appoint the secretary and the vote counters. The
minutes shall be signed by the presiding officer and the secretary. 3    The
presiding officer shall have all powers and authority necessary to ensure the
orderly and undisturbed conduct of the General Meeting of Shareholders.  Proxies Article 15 1    The
Board of Directors shall issue procedural rules regarding participation in and
representation at the General Meeting of Shareholders. 2    A
shareholder may be represented only by his legal representative, another shareholder
with the right to vote, a corporate body (Organvertreter), an independent proxy
(unabhängiger  5 
   Stimmrechtsvertreter), or a depositary
(Depotvertreter). All shares held by one shareholder may be represented by only
one representative.  Voting Rights Article 16 Subject to art. 5 para. 2 of these Articles of
Incorporation, each share shall grant the right to one vote.  Resolutions, Elections Article 17 1    Unless
otherwise required by law, the General Meeting of Shareholders shall pass
resolutions and decide elections upon an absolute majority of the votes
represented. 2    Resolutions
and elections shall be decided by a show of hands, unless a secret ballot is
resolved by the General Meeting of Shareholders or is ordered by the presiding
officer. The presiding officer may also arrange for resolutions and elections
to be carried out by electronic means. Resolutions and elections carried out by
electronic means are deemed to have the same effect as secret ballots. 3    The
presiding officer may at any time order that an election or resolution decided
by a show of hands be repeated through a secret ballot if, in his view, the
results of the vote are in doubt. In this case, the preceding decision by a
show of hands shall be deemed to have not occurred. 4    If
the first ballot fails to result in an election and more than one candidate is
standing for election, the presiding officer shall order a second ballot in
which a relative majority shall be decisive.  Specific Powers of the General Meeting Article 18 The
following powers shall be vested exclusively in the General Meeting of
Shareholders: a)   adoption
and amendment of the Articles of Incorporation; b)   election
of the members of the Board of Directors, the Auditors, the Group Auditors and
the Special Auditors; c)   approval
of the annual report and the consolidated financial statements; d)   approval
of the annual financial statements and deciding on the allocation of profits
shown on the balance sheet, in particular with regard to dividends; e)   granting
discharge to the members of the Board of Directors and the persons entrusted
with management; f)    passing
resolutions as to all matters reserved to the authority of the General Meeting
by law or under these Articles of Incorporation or that are submitted to the
General Meeting by the Board of Directors, subject to art. 716a Swiss Code of
Obligations.  Special Quorum Article 19 The
approval of at least two-thirds of the votes represented shall be required for
resolutions of the General Meeting of Shareholders with respect to: a)   a
modification of the purpose of the Company; b)   the
creation of shares with increased voting powers; c)   restrictions
on the transfer of registered shares and the removal of such restrictions; d)   restrictions
on the exercise of the right to vote and the removal of such restrictions; e)   an
authorized or conditional increase in share capital;   6 
   f)    an
increase in share capital through the conversion of capital surplus, through an
in-kind contribution or in exchange for an acquisition of property, and a grant
of special benefits; g)   the
restriction or denial of pre-emptive rights; h)   a
transfer of the place of incorporation of the Company; i)    the
dissolution of the Company without liquidation.   B. Board of Directors  Number of Directors Article 20 The
Board of Directors shall consist of no less than 7 and no more than 13 members,
all of whom shall be shareholders.  Term of Office Article 21 1    The
term of office of the members of the Board of Directors shall be one year. In
this regard, one year shall mean the period between two Ordinary General
Meetings of Shareholders. 2    Members
of the Board of Directors whose terms of office have expired shall be immediately
eligible for re-election.  Organization of the Board, Remuneration Article 22 1    The
Board of Directors shall elect from among its members one Chairman and one or
more Vice-Chairmen. It shall appoint a secretary who need not be a member of
the Board. 2    The
members of the Board of Directors shall be entitled to the reimbursement of all
expenses incurred in the interests of the Company, as well as remuneration for
their services that is appropriate in view of their functions and
responsibilities. The amount of the remuneration shall be fixed by the Board of
Directors or a committee of the Board of Directors.  Convening of Meetings Article 23 The
Chairman shall convene meetings of the Board of Directors if and when the need
arises or whenever a member or the chief executive officer so requests in
writing.  Resolutions Article 24 1    In
order to pass resolutions, at least a majority of the members of the Board of
Directors must be present. No attendance quorum shall be required for
resolutions of the Board of Directors providing for the confirmation of capital
increases or for the amendment of the Articles of Incorporation in connection
therewith. 2    Resolutions
of the Board of Directors shall be adopted upon a majority of the votes cast.
In the event of a tie, the Chairman shall have the casting vote. 3    Resolutions
may be passed by way of circulation (in writing), provided that no member
requests oral deliberation.  Specific Powers of the Board Article 25   7 
   1    The
Board of Directors has, in particular, the following nondelegable and
inalienable duties: a)   the
ultimate direction of the business of the Company and the issuance of the
necessary instructions; b)   the
determination of the organization of the Company; c)   the
administration of accounting, financial control and financial planning; d)   the
appointment and removal of the persons entrusted with management and
representation of the Company; e)   the
ultimate supervision of the persons entrusted with management of the Company,
specifically in view of their compliance with law, these Articles of
Incorporation, the regulations and directives; f)    the
preparation of business reports, the preparations for the General Meetings of
Shareholders and the implementation of the resolutions adopted by the General
Meetings of Shareholders; g)   the
adoption of resolutions concerning an increase in share capital to the extent
that such power is vested in the Board of Directors (art. 651 para. 4 Swiss
Code of Obligations) and of resolutions concerning the confirmation of capital
increases and corresponding amendments to the Articles of Incorporation, as
well as making the required report on the capital increase; h)   the
examination of the professional qualifications of the qualified auditors; i)    notification
of the court if liabilities exceed assets. 2    In
addition, the Board of Directors may pass resolutions with respect to all
matters that are not reserved to the authority of the General Meeting of
Shareholders by law or under these Articles of Incorporation.  Delegation of Powers Article 26 Subject
to art. 25 of these Articles of Incorporation, the Board of Directors may
delegate management of the Company in whole or in part to individual directors
or to third persons (Executive Committee) pursuant to regulations governing the
internal organization.  Signature Power Article 27 The
due and valid representation of the Company by members of the Board of
Directors or other persons shall be set forth in regulations governing the
internal organization.   C. Auditors, Group Auditors and Special
Auditors  Term, Powers and Duties Article 28 1    The
Auditors and the Group Auditors, both of which shall be elected by the General
Meeting of Shareholders each year, shall have the powers and duties vested in
them by law. 2    Special
auditors, which shall be elected by the General Meeting of Shareholders each
year, shall have the powers and duties vested in them with respect to the
special reviews required in connection with capital increases (articles 652f,
653f and 653i Swiss Code of Obligations).   Section 4: Annual Financial Statements,
Consolidated Financial Statements and Profit Allocation  Fiscal Year, Business Report   8 
   Article 29 1    The
fiscal year shall close as of December 31 of each year, closing for the first
time on December 31, 1999. 2    For
each fiscal year, the Board of Directors shall prepare a business report
including the annual financial statements (consisting of the profit and loss
statements, balance sheet and notes to the financial statements), the annual
report and the consolidated financial statements.  Allocation of Profit Shown on the Balance
Sheet, Reserves Article 30 1    The
profit shown on the balance sheet shall be allocated by the General Meeting of
Shareholders within the limits set by applicable law. The Board of Directors
shall submit its proposals to the General Meeting of Shareholders. 2    Further
reserves may be taken in addition to the reserves required by law. 3    Dividends
that have not been collected within five years after their expiry date shall
pass to the Company and be allocated to the general reserves.   Section 5: Announcements, Communications  Announcements, Communications Article 31 1    The
official publication organ of the Company shall be the Swiss Official Gazette
of Commerce. 2    To
the extent that personal notification is not mandated by law, all
communications to the shareholders shall be deemed valid if published in the
Swiss Official Gazette of Commerce. Written communications by the Company to
its shareholders shall be sent by ordinary mail to the last address of the
shareholder or authorized recipient entered in the share register.   Section 6: In-Kind Contributions and
Acquisitions of Property  In-Kind Contributions Article 32 1    Pursuant
to an in-kind contribution agreement by and between the Company and Credit
Suisse First Boston, in Zurich, dated June 26, 1999, the Company, in connection
with the capital increase dated June 26, 1999, shall acquire from Credit Suisse
First Boston, in Zurich, as trustee of the former shareholders of ABB
Participation AG (former ABB AG), in Baden, 5,453,500 fully paid registered
shares of ABB Participation AG (former ABB AG) with a par value of CHF 10 per
share and 7,904,200 bearer shares of ABB Participation AG (former ABB AG) with
a par value of CHF 50 per share. These shares will be acquired at a total value
of CHF 3,328,079,400. In consideration for such contribution in-kind, the
Company shall issue to Credit Suisse First Boston, as trustee of the former
shareholders of ABB Participation AG (former ABB AG), a total of 145,807,329
fully paid registered shares with an aggregate par value of CHF 1,458,073,290.
The Company shall allocate the difference between the total par value of the
issued shares and the net book value of the in-kind contribution in the total
amount of CHF 1,870,006,110 to the reserves. 2    Pursuant
to an in-kind contribution agreement by and between the Company and
Skandinaviska Enskilda Banken AB (publ), in Stockholm, dated June 26, 1999, the
Company, in  9 
   connection with the capital increase dated
June 26, 1999, shall acquire from Skandinaviska Enskilda Banken AB (publ), in
Stockholm, as trustee of the former shareholders of ABB Participation AB
(former ABB AB), in Västerås, 651,813,826 A shares of ABB Participation AB
(former ABB AB) and 241,261,761 B shares of ABB Participation AB (former ABB
AB). These shares will be acquired at a total value of CHF 3,260,285,190. In
consideration for such contribution in-kind, the Company shall issue to
Skandinaviska Enskilda Banken AB (publ), as trustee of the former shareholders
of ABB Participation AB (former ABB AB), a total of 142,830,293 fully paid
registered shares with an aggregate par value of CHF 1,428,302,930. The Company
shall allocate the difference between the total par value of the issued shares
and the net book value of the in-kind contribution in the total amount of CHF
1,831,982,260 to the reserves.  Acquisitions of Property Article 33 1    Pursuant
to an acquisition of property agreement dated June 26, 1999, the Company,
following the capital increase dated June 26, 1999, will acquire from Asea
Holding AB, in Västerås, 16,383,744 A shares and 28,453,689 B shares of ABB
Participation AB (former ABB AB), in Västerås, at a price of CHF 71,708,860. 2    Following
the capital increase dated June 26, 1999, the Company intends to acquire from
the remaining public shareholders of ABB Participation AG (former ABB AG), in
Baden, or in the cancellation procedure pursuant to art. 33 SESTA all shares of
ABB Participation AG (former ABB AG) which were not tendered to the Company in
connection with the exchange offer dated March 26, 1999, in exchange for the
Companys own registered shares based on the exchange offer dated March 26,
1999.    10