EXHBIT 2.3  LIMITED
  LIABILITY PARTNERSHIPEXECUTION COPY   ABB INTERNATIONAL FINANCE LIMITED  ABB CAPITAL B.V.  as
issuers  PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS  
  AMENDED AND RESTATED FISCAL AGENCY
AGREEMENT  
  24 November 2004


CONTENTS  SECTION1.
  Interpretation2.
  Appointment
  Of The Paying Agents And The Registrars3.
  The
  Instruments4.
  Issuance Of Instruments5.
  Replacement Instruments6.
  Payments
  To The Fiscal Agent Or The Registrar7.
  Payments To
  Holders Of Bearer Instruments8.
  Payments
  To Holders Of Registered Instruments9.
  Miscellaneous
  Duties Of The Fiscal Agent And The Paying Agents10.
  Early Redemption11.
  Miscellaneous
  Duties Of The Registrars12.
  Commissions, Fees And
  Expenses13.
  Terms Of Appointment14.
  Changes In Agents15.
  Substitution16.
  Further Issuers17.
  Notices18.
  Law And Jurisdiction19.
  Modification20.
  Counterparts21.
  Contracts
  (Rights Of Third Parties) Act 1999Form Of Temporary Global
  Instrument (Bearer)Form Of
  Permanent Global InstrumentForm Of
  Definitive Instrument (ISMA Format)Form Of Registered
  InstrumentProvisions For
  Meetings Of Holders Of InstrumentsForm Of Deed Of
  AssumptionRegulations
  Concerning Transfers Of Registered Instruments And Exchanges Of Bearer
  Instruments For Registered InstrumentsThe
  Specified Offices Of The Paying Agents And The Registrars


THIS AMENDED AND RESTATED FISCAL AGENCY AGREEMENT is made on 24 November 2004 and
replaces the Amended and Restated Fiscal Agency Agreement dated 30 May 2001
as supplemented.  BETWEEN:  (1)ABB INTERNATIONAL FINANCE LIMITED (AIFLTD) and ABB CAPITAL B.V. (ACBV)
(the Issuers and each an Issuer, which expression shall, where the
context so permits, include any Further Issuer as defined in Clause 16.1
hereof);  (2)BANQUE GENERALE DU LUXEMBOURG S.A. in its capacities as
fiscal agent (the Fiscal Agent,
which expression shall include any successor to Banque Générale du Luxembourg
S.A. in its capacity as such) and principal registrar (the Principal Registrar, which expression shall include any
successor to Banque Générale du Luxembourg S.A. in its capacity as such);  (3)JPMORGAN
CHASE BANK, N.A. in its capacity as alternative registrar (the Alternative Registrar, which expression shall include any
successor to JPMorgan Chase Bank, N.A. in its capacity as such); and  (4)BANQUE MEESPIERSON BGL S.A.in its capacity as
paying agent (together with the Fiscal Agent, the Paying Agents, which expression shall include any substitute
or additional paying agents appointed in accordance herewith).  WHEREAS:  (A)The
Issuers established a programme (the Programme)
for the issuance of debt instruments (the Instruments)
having any maturity up to thirty years, subject to compliance with all legal
and/or regulatory requirements and in connection with which they have entered
into an amended and restated dealership agreement dated 24 November 2004
(the Dealership Agreement) and made between
the Issuers, ABB Ltd and Morgan Stanley & Co. International Limited
(the Dealer, which expression shall include
any substitute or additional dealers appointed in accordance with the
Dealership Agreement).  In respect of
bearer Instruments issued in temporary global or permanent global form, each of
the Issuers have executed and delivered a deed of covenant dated 10 March 1993
(each a Deed of Covenant).  (B)Instruments
may be issued on a listed or unlisted basis. 
The Issuers have made an application to the Luxembourg Stock Exchange
(the Luxembourg Stock Exchange) for
Instruments issued under the Programme to be listed on the Luxembourg Stock
Exchange, in connection with which application an information memorandum dated
24 November 2004 has been prepared to permit Instruments to be so listed
during the period of twelve months from the date of such information memorandum
or such other period as may be allowed by the Luxembourg Stock Exchange.  (C)The
parties hereto wish to record certain arrangements which they have made in
relation to the Instruments to be issued under the Programme.  IT IS AGREED as follows:  1


1.INTERPRETATION  1.1In this
Agreement, any reference to:  Authorised Amount shall have the meaning
ascribed in the Dealership Agreement;  Banking Day is to a day (other than
Saturdays and Sundays) on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) in the
place where the specified office of the Fiscal Agent or, as the case may be,
the Registrar is located;  a Clause is, unless the context indicates
otherwise, to a Clause in a Section hereof;  Clearstream, Luxembourg means Clearstream
Banking, société anonyme;  a Condition is to 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;  a Coupon is to an interest coupon and where
the context permits, a Talon, in each case appertaining to a Definitive
Instrument;  Euroclear is to Euroclear Bank S.A./N.V.,
as operator of the Euroclear System;  Event of Default is to any of the
circumstances or events set out in Condition 7 (as the same may be modified by
the relevant Pricing Supplement in relation to any Tranche of Instruments);  the Exchange Act is to the United States
Securities Exchange Act of 1934;  the Exchange Date means the date which is 40
days after the completion of the distribution of the Instruments comprising the
relevant Tranche, as specified in the relevant Pricing Supplement;  Information Memorandum means the
information memorandum the preparation of which has been procured by the
Issuers in connection with the application for Instruments issued by it to be
listed on the Luxembourg Stock Exchange, 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 listing of such Instruments on any
other stock exchange (as such further information memorandum may be amended,
supplemented, updated and/or substituted from time to time);  Instalment Instrument means an Instrument
the principal amount of which is repayable by instalments;  issue date means, in relation to any
Tranche of Instruments, the date of issue of such Instruments;  2


local time in relation to any payment is
to the time in the city or town in which the relevant bank or the relevant
branch or office thereof is located and any reference to local banking days in relation thereto is
to days (other than Saturdays and Sundays) on which commercial banks are open
for business (including dealings in foreign exchange and foreign currency
deposits) in such city or town;  Luxembourg Banking Day is to a day (other
than Saturdays and Sundays) on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) in
Luxembourg;  outstanding means, in relation to the
Instruments of any Issuer, all the Instruments of such Issuer and any coupons
relating thereto other than:  (i)those
which have been redeemed in full or purchased and cancelled pursuant to
Condition 6;  (ii)those in
respect of which the date for redemption in full (including, but not limited
to, the due date for payment of the final instalment in respect of an
Instalment Instrument) has occurred and the redemption moneys therefor
(including all interest accrued thereon to such date for redemption) have been
duly paid to the Fiscal Agent or (in the case of Registered Instruments) the
Registrar in the manner provided for in this Fiscal Agency Agreement (and,
where appropriate, notice to that effect has been given in accordance with
Condition 14) and remain available for payment in accordance with the
Conditions;  (iii)any Bearer
Instrument which has been exchanged for a Registered Instrument;  (iv)those
which have become void under Condition 10 or Condition 9A.06;  (v)(for the
purpose only of ascertaining the amount outstanding and without prejudice to
their status for any other purpose) those Instruments which are alleged to have
been lost, stolen or destroyed and in respect of which replacement Instruments
have been issued pursuant to Condition 12;  (vi)those
Instruments which have been mutilated or defaced and which have been
surrendered or cancelled and in respect of which replacement Instruments have
been issued pursuant to Condition 12;  (vii)any
Temporary Global Instrument to the extent that it has been exchanged for
Definitive Instruments, Registered Instruments or a Permanent Global Instrument;
and  (viii)any
Permanent Global Instrument to the extent that it has been exchanged for
Definitive Instruments.  Provided that for the
purposes of the Fifth Schedule those Instruments which are beneficially
held by, or are held on behalf of, the relevant Issuer or any affiliated  3


company of such
Issuer or ABB Ltd or any subsidiary of ABB Ltd and not cancelled shall (unless
and until ceasing to be so held) be deemed not to remain outstanding;  principal amount outstanding means, on any date, the
principal amount of that Instrument on its date of issue (i) less, in
respect of any Instrument any amount of principal in respect of that Instrument
that has become due and payable and either has been paid to the relevant holder
or in respect of which the Relevant Date (as defined in Condition 8) shall have
occurred, and (ii) less, in respect of any partly paid Instrument, any
amount that shall not have been paid up in full;  Registrar is to the Principal Registrar
or, as the case may be, the Alternative Registrar as specified in the relevant
Pricing Supplement relating to Registered Instruments;  Regulations is to the regulations
concerning the transfer of Registered Instruments or for the exchange of Bearer
Instruments for Registered Instruments as may from time to time be promulgated
by the relevant Issuer.  The initial such
regulations are set out in the Seventh Schedule;  Relevant Dealer means, in respect of any
Tranche of Instruments, the institution specified as such in the relevant
Pricing Supplement or, if there is only one Dealer in respect of such Tranche
of Instruments, such Dealer;  the specified office of any Paying Agent or
any Registrar is to the office specified against its name in the Eighth Schedule or
such other office in the same city or town as such Paying Agent or, as the case
may be, such Registrar may specify by notice to the Issuer and the other
parties hereto in accordance with Clause 14.7;  a Schedule is, unless the context indicates
otherwise, to a Schedule hereto;  a Section is, unless the context indicates
otherwise, to a Section hereof;  the Securities Act is to the United States
Securities Act of 1933;  a Talon is to a talon exchangeable for
further Coupons; and  a Tranche is to an issue of Instruments
which are identical in all respects (save that they may be denominated in
different amounts and may comprise Instruments in bearer form and Instruments
in registered form), which are intended to be issued on the same closing date.  1.2Terms
used, but not defined, herein shall have the meanings ascribed to them as set
out in the terms and conditions of the relevant Instruments.  1.3Section and
Schedule headings are for ease of reference only and shall not affect the
construction or interpretation of this Agreement.  1.4In this
Agreement, any reference to payments of principal, redemption amount or
interest includes any additional amounts payable in relation thereto under
Condition 8.  4


2.APPOINTMENT
OF THE PAYING AGENTS AND THE REGISTRARS  2.1Each of
the Issuers appoint each of the Paying Agents and each of the Registrars at
their respective specified offices as their agent in relation to the
Instruments of such Issuer for the purposes specified in this Agreement and on
the terms and conditions applicable thereto and all matters incidental
thereto.  Except where the context
otherwise requires references to the Paying Agents and the Registrars are to
them acting solely through such respective specified offices.  The obligations of the Paying Agents and the
Registrars hereunder are several and not joint.  2.2Each of
the Paying Agents and each of the Registrars accepts its appointment as agent
of each Issuer in relation to the Instruments and shall perform all matters
expressed to be performed by it in, and otherwise comply with, the terms and
conditions applicable thereto and the provisions of this Agreement and, in
connection therewith, shall take all such action as may be incidental thereto.  3.THE INSTRUMENTS  3.1Instruments
may be issued in series (each a Series)
and each Series may comprise one or more Tranches of Instruments.  Each Tranche will be the subject of a pricing
supplement (each a Pricing Supplement)
prepared by or on behalf of the relevant Issuer or, as the case may be, the
relevant Dealer, attached to or incorporated by reference into each Instrument
of such Tranche and in the case of a Tranche in relation to which application
has been made for listing on the Luxembourg Stock Exchange, lodged with the
Luxembourg Stock Exchange.  3.2Instruments
may be issued in bearer form or in registered form, as specified in the
relevant Pricing Supplement.  3.3Instruments
in bearer form (Bearer Instruments)
will initially be represented by a temporary global instrument, without
interest coupons (a Temporary Global
Instrument), in bearer form which shall be exchangeable in
accordance with its terms on and from the Exchange Date applicable to the
Instruments represented by such Temporary Global Instrument and upon due
certification as described therein, for a permanent global instrument (a Permanent Global Instrument) representing
such Bearer Instruments or, if so specified in the relevant Pricing Supplement,
for definitive instruments (Definitive
Instruments).  In the case of
a Series comprising both Bearer Instruments and Instruments in registered
form (Registered Instruments)
the Temporary Global Instrument may be exchanged for Registered Instruments in
accordance with its terms only on and from the Exchange Date applicable to the
Instruments represented by such Temporary Global Instrument and upon due
certification as described therein.  Each
Permanent Global Instrument will only be exchangeable in accordance with its
terms for Definitive Instruments and/or (in the case of a Series comprising
both Bearer Instruments and Registered Instruments) Registered Instruments.  3.4Each
Temporary Global Instrument shall:  5


(a)be
printed, lithographed or typewritten in substantially the form (duly completed)
set out in the First Schedule but with such modifications, amendments and
additions as the Fiscal Agent, the relevant Dealer and the relevant Issuer
shall have agreed to be necessary;  (b)have
attached thereto or incorporated by reference therein the terms and conditions
applicable thereto;  (c)be
executed manually by two directors (or, as the case may be) managing directors
of, or by a duly authorised attorney on behalf of, the relevant Issuer and
shall be authenticated manually by or on behalf of the Fiscal Agent; and  (d)bear a
unique serial number.  3.5Each
Permanent Global Instrument shall:  (a)be
printed, lithographed or typewritten in substantially the form (duly completed)
set out in the Second Schedule but with such modifications, amendments and
additions as the Fiscal Agent, the relevant Dealer and the relevant Issuer
shall have agreed to be necessary;  (b)have
attached thereto or incorporated by reference therein the terms and conditions
applicable thereto;  (c)be
executed manually by two directors (or, as the case may be) managing directors
of, or by a duly authorised attorney on behalf of, the relevant Issuer and
shall be authenticated manually by or on behalf of the Fiscal Agent; and  (d)bear a
unique serial number.  3.6Each
Definitive Instrument shall:  (a)be in
substantially the form (duly completed) set out in the Third Schedule but
with such modifications, amendments and additions as the Fiscal Agent, the
relevant Dealer and the relevant Issuer shall have agreed to be necessary;  (b)unless the
contrary is specified in the relevant Pricing Supplement, be in the format from
time to time specified by the International Securities Markets Association or
any successor body thereto;  (c)have a
unique serial number printed thereon;  (d)if so
specified in the relevant Pricing Supplement, have attached thereto at the time
of its initial delivery Coupons;  (e)if so
specified in the relevant Pricing Supplement, have attached thereto at the time
of its initial delivery a Talon;  (f)have
endorsed thereon, attached thereto or incorporated by reference therein the
terms and conditions applicable thereto;  6


(g)be
executed manually or in facsimile by two directors (or, as the case may be)
managing directors of the relevant Issuer and authenticated manually by or on
behalf of the Fiscal Agent;  (h)be printed
in accordance with the requirements of any clearing system by which such
Instruments are intended to be accepted; and  (i)be printed
in accordance with the requirements of any stock exchange on which such
Instruments may be listed.  3.7Each
Registered Instrument shall:  (a)be
printed, lithographed or typewritten in substantially the form (duly completed)
set out in the Fourth Schedule but with such modifications, amendments and
additions as the Registrar, the relevant Dealer and the relevant Issuer shall
have agreed to be necessary;  (b)have
endorsed thereon, attached thereto or incorporated by reference therein the
terms and conditions applicable thereto; and  (c)be
executed manually by two directors (or, as the case may be) managing directors
of, or by a duly authorised attorney on behalf of the relevant Issuer or shall
be executed in facsimile by two directors (or, as the case may be) managing
directors of the relevant Issuer and, in any case, shall be authenticated
manually by or on behalf of the Registrar.  3.8Any Issuer
may adopt and use the signature of any person who at the date of signing a
Temporary Global Instrument, Permanent Global Instrument or Registered
Instrument is an authorised signatory for such purpose of the relevant Issuer
notwithstanding that such person may for any reason (including death) have
ceased to be such an authorised signatory at the time of the creation and issue
of the relevant Tranche or the issue and delivery of the relevant Instruments.  3.9Any
facsimile signature affixed to an Instrument may be that of a person who is at
the time of the creation and issue of the relevant Tranche an authorised
signatory for such purpose of the relevant Issuer notwithstanding that such
person may for any reason (including death) have ceased to be such an
authorised signatory at the time at which the relevant Instrument may be
delivered.  3.10Execution
in facsimile of any Instruments and any photostatic copying or other
duplication of master Global Instruments (in unauthenticated form, but executed
manually on behalf of the relevant Issuer as stated above) shall be binding
upon the relevant Issuer in the same manner as if such Notes were signed
manually by such signatories.  4.ISSUANCE OF INSTRUMENTS  4.1Upon the
conclusion of any agreement between the relevant Issuer and any Dealer(s) for
the sale by such Issuer and the purchase by such Dealer(s) of any Instruments
the  7


Issuer shall, as soon as
practicable but in any event not later than 3.00 p.m. (Luxembourg time)
four Luxembourg Banking Days, prior to the proposed issue date therefor:  (a)confirm by
tested telex or tested fax, to the Fiscal Agent or, if such Instruments are to
be Registered Instruments, the Registrar (copied to the Fiscal Agent) all such
information as the Fiscal Agent or, as the case may be, the Registrar may
reasonably require to carry out its functions under this Agreement and in
particular, if a Temporary Global Instrument or Registered Instruments from the
stock provided for in Clause 4.2 is/are to be used, such details as are
necessary to enable it to complete such Temporary Global Instrument or
Registered Instruments, the settlement and payment procedures applicable to the
relevant Tranche of Instruments and the account of the relevant Issuer to which
payment should be made;  (b)deliver a
duly executed copy of the Pricing Supplement in relation to the relevant
Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to
the Fiscal Agent); and  (c)unless a
Temporary Global Instrument or a Registered Instrument from the stock provided
for in Clause 4.2 is to be used and the relevant Issuer shall have provided
such document to the Fiscal Agent or, as the case may be, the Registrar
pursuant to Clause 4.2, ensure that there is delivered to the Fiscal Agent a
Temporary Global Instrument (in unauthenticated form but executed on behalf of
the relevant Issuer and otherwise complete) or, as the case may be, to the
Registrar Registered Instruments (in unauthenticated form and with the names of
the registered holders left blank but executed on behalf of the Issuer and
otherwise complete) in relation to the relevant Tranche.  4.2Each
Issuer may, at its option, deliver from time to time to the Fiscal Agent a
stock of pro forma Temporary
Global Instruments and Permanent Global Instruments (in unauthenticated form
but executed on behalf of the relevant Issuer) and/or, to the Registrar, a
stock of pro forma Registered
Instruments (in unauthenticated form but executed on behalf of the relevant
Issuer).  Any such stock of Instruments
shall be held in safe custody by the Fiscal Agent or, as the case may be, the
Registrar upon trust for the relevant Issuer for use only in accordance with
the written instructions of such Issuer. 
The Fiscal Agent or, as the case may be, the Registrar shall return the
stock of Instruments to the relevant Issuer forthwith upon written request by
such Issuer.  4.3The Fiscal
Agent or, as the case may be, the Registrar shall, on behalf of the relevant
Issuer, where the relevant Instruments are to be listed on the Luxembourg Stock
Exchange, deliver a copy of the Pricing Supplement in relation to the relevant
Tranche to the Luxembourg Stock Exchange as soon as practicable but in any
event not later than 2.00 p.m. (local time) two Luxembourg Banking Days
prior to the proposed issue date therefor.  8


4.4The
provisions of this Clause 4.4 shall apply to each Tranche of Instruments unless
otherwise agreed between the relevant Issuer, the Relevant Dealer and the
Fiscal Agent or (in the case of Registered Instruments) the Registrar.  On or before 10.00 a.m. (local time) two
Banking Days prior to the issue date in relation to each Tranche, the Fiscal
Agent or, as the case may be, the Registrar shall authenticate and deliver to
the relevant depositary for Euroclear and/or Clearstream, Luxembourg and/or any
other relevant clearing system the relevant Temporary Global Instrument or, as
the case may be, Registered Instruments together with instructions to Euroclear
or Clearstream, Luxembourg or such other clearing system to credit the
Instruments represented by such Temporary Global Instrument or the Registered
Instruments to such securities account(s) on a delivery against payment basis
(or on such other basis as shall have been agreed between the relevant Issuer
and the Relevant Dealer and notified to the Fiscal Agent) as shall have been
notified to the Fiscal Agent by the relevant Issuer.  The Fiscal Agent
shall give instructions to Euroclear and/or Clearstream, Luxembourg and/or any
other relevant clearing system to credit Instruments represented by a Temporary
Global Instrument or, as the case may be, Registered Instruments registered in
the name of the relevant depositary, to the Fiscal Agents distribution
account.  Unless otherwise agreed in
respect of any Tranche of Instruments by the relevant Issuer and the Relevant
Dealer and notified to the Fiscal Agent each Instrument which is so credited to
the Fiscal Agents distribution account with Euroclear or Clearstream,
Luxembourg or such other clearing system following the delivery of a Temporary
Global Instrument or Registered Instrument to the relevant depositary shall be
held to the order of the relevant Issuer pending delivery to the relevant
Dealer(s) on a delivery against payment basis in accordance with the normal
procedures of Euroclear or Clearstream, Luxembourg or such other clearing
system, as the case may be.  The Fiscal
Agent shall on the issue date in respect of the relevant Tranche and against receipt
of funds from the relevant Dealer(s) transfer (with same value date) the
proceeds of issue to the relevant Issuer to the account notified in accordance
with Clause 4.1 above.  4.5If the
Fiscal Agent or, as the case may be, the Registrar should pay an amount (an advance) to an Issuer in the belief that a
payment has been or will be received from a Dealer and if such payment is not
received by the Fiscal Agent or, as the case may be, the Registrar on the date
that the Fiscal Agent or, as the case may be, the Registrar pays the relevant
Issuer, such Issuer shall forthwith repay the advance (unless prior to such
repayment the payment is received from the Dealer) and shall pay interest on
such amount which shall accrue (as well after as before judgment) on the basis
of a year of 360 days (365 days (or 366 days, in the case of a leap year) in
the case of an advance paid in sterling) and the actual number of days elapsed
from the date of payment of such advance until the earlier of (i) repayment
of the advance or (ii) receipt by the Fiscal Agent or, as the case may be,
the Registrar of the payment from the Dealer, and at the rate per annum which
is the aggregate of one per cent. per annum and the rate per annum specified by
the Fiscal Agent or, as the case may be, the Registrar as reflecting its cost
of funds for the time being in relation to the unpaid amount.  9


4.6Unless a
Permanent Global Instrument from the stock provided for in Clause 4.2 is to be
used and the relevant Issuer has provided such document to the Fiscal Agent
pursuant to Clause 4.2, the relevant Issuer shall, in relation to each Tranche
of Bearer Instruments, ensure that there is delivered to the Fiscal Agent not
less than four Luxembourg Banking Days before the Exchange Date for the
relevant Temporary Global Instrument, the Permanent Global Instrument (in
unauthenticated form but executed by such Issuer and otherwise complete) in
relation thereto or, as the case may be, the Definitive Instruments or
Registered Instruments (in unauthenticated form but executed by such Issuer and
otherwise complete) in relation thereto. 
If, in the case of a Series comprising both Bearer Instruments and
Registered Instruments, the Temporary Global Instrument is exchangeable for
Definitive Instruments and/or Registered Instruments, (unless a Registered
Instrument from the stock provided for in Clause 4.2 is to be used and the
relevant Issuer shall have provided such document to the Registrar pursuant to
Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar,
sufficient Registered Instruments to enable the Registrar to effect exchanges
of interests in the Temporary Global Instrument for Registered Instruments in
accordance with the terms of the Temporary Global Instrument.  The Fiscal Agent or, as the case may be, the
Registrar, shall authenticate and deliver such Permanent Global Instrument or,
as the case may be, Definitive Instruments and/or Registered Instruments in
accordance with the terms hereof and of the relevant Temporary Global
Instrument.  4.7The
relevant Issuer shall, in relation to each Tranche of Bearer Instruments which
is represented by a Permanent Global Instrument in relation to which an
exchange notice has been given in accordance with the terms of such Permanent
Global Instrument, ensure that there is delivered to the Fiscal Agent not less
than ten Luxembourg Banking Days before the day on which the relevant notice
period expires the Definitive Instruments (in unauthenticated form but executed
by such Issuer and otherwise complete) in relation thereto.  If, in the case of a Series comprising
both Bearer Instruments and Registered Instruments, the Permanent Global
Instrument is exchangeable for Definitive Instruments and/or Registered
Instruments, (unless a Registered Instrument from the stock provided for in
Clause 4.2 is to be used and the relevant Issuer shall have provided such
document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that
there is delivered to the Registrar, sufficient Registered Instruments to
enable the Registrar to effect exchanges of interests in the Permanent Global
Instrument for Registered Instruments in accordance with the terms of the
Permanent Global Instrument.  The Fiscal
Agent or, as the case may be, the Registrar, shall authenticate and deliver
such Definitive Instruments and/or Registered Instruments in accordance with
the terms hereof and of the relevant Permanent Global Instrument.  4.8Where any
Definitive Instruments with Coupons attached are to be delivered in exchange
(not earlier than the Exchange Date) for a Temporary Global Instrument or a
Permanent Global Instrument, the Fiscal Agent shall ensure that such Definitive
Instruments shall have attached thereto only such Coupons as shall ensure that
neither loss nor gain of interest shall accrue to the bearer thereof.  10


4.9The Fiscal
Agent or, as the case may be, the Registrar shall hold in safe custody and in
trust for the account of, and to the order of, the relevant Issuer all
unauthenticated Temporary Global Instruments, Permanent Global Instruments,
Definitive Instruments or, as the case may be, Registered Instruments delivered
to it in accordance with this Section 4, Section 5 or Section 11
and shall ensure that the same are authenticated and delivered only in
accordance with the terms hereof and, if applicable, the relevant Temporary
Global Instrument or Permanent Global Instrument.  4.10The Fiscal
Agent and the Registrar are authorised by the relevant Issuer to authenticate
such Temporary Global Instruments, Permanent Global Instruments, Definitive
Instruments or, as the case may be, Registered Instruments as may be required
to be authenticated hereunder by the signature of any of their respective
officers or any other person duly authorised for the purpose by the Fiscal
Agent or, as the case may be, the Registrar.  4.11On each
occasion on which a portion of a Temporary Global Instrument or a Permanent
Global Instrument is exchanged for a portion of a Permanent Global Instrument
or, as the case may be, for Definitive Instruments and/or Registered
Instruments, the Fiscal Agent shall note or procure that there is noted on the Schedule to,
or in the absence of a Schedule, on the face of, the Temporary Global
Instrument or, as the case may be, Permanent Global Instrument the aggregate
principal amount thereof so exchanged and the remaining principal amount of the
Temporary Global Instrument or, as the case may be, Permanent Global Instrument
(which shall be the previous principal amount thereof less (or, in the case of
a Permanent Global Instrument in respect of an exchange of a portion of a
Temporary Global Instrument for a Permanent Global Instrument, plus) the
aggregate principal amount so exchanged) and shall procure the signature of
such notation on its behalf.  The Fiscal
Agent shall forthwith cancel or procure the cancellation of each Temporary
Global Instrument or, as the case may be, Permanent Global Instrument against
surrender of which it has made full exchange for a Permanent Global Instrument
or Definitive Instruments and/or Registered Instruments.  4.12The
relevant Issuer shall, in relation to each series of Definitive Instruments to
which a Talon is attached upon the initial delivery thereof, on each occasion
on which a Talon becomes exchangeable for further Coupons, not less than five
Luxembourg Banking Days before the date on which the final Coupon comprised in
any Coupon sheet (which includes a Talon) matures (Talon Exchange Date), ensure that there is delivered to the
Fiscal Agent such number of Coupon sheets as may be required in order to enable
the Paying Agents to fulfil their obligation under Clause 4.13 hereof.  4.13The Paying
Agent shall on or after the Talon Exchange Date in respect of such Talon
deliver a Coupon sheet against the presentation and surrender of such Talon
provided that if any Talon is presented and surrendered for exchange to any
Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered
a replacement therefor the Paying Agent shall forthwith notify the Fiscal Agent
which shall immediately inform the relevant Issuer of such presentation and
surrender and the Paying Agent shall not exchange against the same unless and
until it is so instructed in writing by the  11


Fiscal Agent.  The Paying Agent which makes an exchange as
set out in this Clause 4.13 shall cancel each Talon surrendered to it and in
respect of which a Coupon sheet shall have been delivered and shall (if such
Paying Agent is not the Fiscal Agent) forthwith deliver the cancelled Talon to
the Fiscal Agent.  4.14Each of
the Issuers undertakes to notify the Fiscal Agent of any changes in the
identity of the Dealers and the Fiscal Agent agrees to notify the other Paying
Agents and Registrars thereof as soon as reasonably practicable thereafter.  5.REPLACEMENT INSTRUMENTS  5.1The Fiscal
Agent or, as the case may be, the Registrar (in such capacity Replacement Agent) shall in accordance
with the instructions of the relevant Issuer and the terms and conditions
(subject to the provisions of Clause 5.2 below) authenticate and deliver a
Temporary Global Instrument, Permanent Global Instrument, Definitive Instrument,
Coupon or, as the case may be, Registered Instrument as a replacement for any
of the same which has been mutilated or defaced or which has or has been
alleged to have been destroyed, stolen or lost Provided that no Temporary
Global Instrument, Permanent Global Instrument, Definitive Instrument, Coupon
or Registered Instrument shall be delivered as a replacement for any of the
same which has been mutilated or defaced otherwise than against surrender of
the same and any replacement Definitive Instrument shall have the same number
of Coupons and, if applicable, a Talon as are attached to the mutilated or
defaced Definitive Instrument so replaced.  5.2The
Replacement Agent shall not issue any replacement Temporary Global Instrument,
Permanent Global Instrument, Definitive Instrument, Coupon or, as the case may
be, Registered Instrument unless the claimant shall have:  (i)paid such
costs as may be incurred; and  (ii)furnished
(in the case of destroyed, lost or stolen Instruments) such evidence, security,
indemnity and otherwise as the relevant Issuer may require.  5.3Each
replacement Temporary Global Instrument, Permanent Global Instrument,
Definitive Instrument, Coupon or Registered Instrument delivered hereunder
shall bear a unique serial number.  5.4The Replacement
Agent shall cancel each mutilated or defaced Temporary Global Instrument,
Permanent Global Instrument, Definitive Instrument, Coupon or Registered
Instrument surrendered to it and in respect of which a replacement has been
delivered.  5.5The Replacement
Agent shall forthwith notify the relevant Issuer, and (in the case of Bearer
Instruments) the other Paying Agents of the delivery by it in accordance
herewith of any replacement Temporary Global Instrument, Permanent Global
Instrument, Definitive Instrument, Coupon or Registered Instrument, specifying
the serial number thereof and the serial number (if any and if known) of the
Instrument  12


which it replaces and
confirming (if such be the case) that the Instrument which it replaces has been
cancelled.  5.6Each of
the Issuers shall ensure that the Replacement Agent has available to it
supplies of such Temporary Global Instruments, Permanent Global Instruments,
Definitive Instruments, Coupons and Registered Instruments, as the case may be,
as shall be necessary to effect the delivery of replacement Instruments under
this Section 5.  5.7Each of
the Fiscal Agent, the Registrar and the Replacement Agent undertake to notify
the relevant Issuer if its holds insufficient Instruments or Coupons to fulfil
its respective obligations under Section 4 and this Section 5.  5.8Unless the
relevant Issuer instructs otherwise, the Replacement Agent shall destroy each
mutilated or defaced Temporary Global Instrument, Permanent Global Instrument,
Definitive Instrument, Coupon or Registered Instrument surrendered to and
cancelled by it and in respect of which a replacement has been delivered and
shall as soon as possible but not later than three months after such destruction
furnish such Issuer with a certificate as to such destruction and specifying
the serial numbers of the Temporary Global Instrument, Permanent Global
Instrument, Definitive Instruments and Registered Instruments in numerical
sequence and the total number by maturity date of Coupons (and distinguishing
any Talon in respect thereof) so destroyed.  6.PAYMENTS
TO THE FISCAL AGENT OR THE REGISTRAR  6.1In order
to provide for the payment of interest and principal or, as the case may be,
any other redemption amount payable in respect of the Instruments of each Series as
the same shall become due and payable the relevant Issuer shall pay to the
Fiscal Agent or, as the case may be, the Registrar on or before the date on
which such payment becomes due an amount equal to the amount of principal,
redemption amount or, as the case may be, interest then becoming due in respect
of such Instruments.  6.2Each
amount payable by the relevant Issuer under Clause 6.1 shall be paid
unconditionally by credit transfer in the currency in which the Instruments of
the relevant Series are denominated or, if different, payable and in
immediately available, freely transferable funds not later than 10.00 a.m.
(local time) on the relevant day to such account with such bank as the Fiscal
Agent or, as the case may be, the Registrar may by notice to such Issuer have
specified for the purpose.  If the due
date for payment in respect of any Instruments is not, in respect of such
Instruments, a Relevant Financial Centre Day (as defined in Condition 9B.02 of
the terms and conditions of the relevant Instruments) then payment will be made
on the next following Relevant Financial Centre Day (or, in the case of
Instruments denominated or, if different, payable in Euro on the next following
day which is a TARGET Business Day (as defined in Condition 5B.04 of the terms
and conditions of the Instruments).  The
Fiscal Agent or, as the case may be, the Registrar shall give not less than 14
nor more than 21 days notice to the relevant Issuer of the due date for, and
amount of, each payment in respect of the Instruments.  The relevant Issuer shall, before 10.00 a.m.
(local time) at least two Luxembourg Banking Days before the due date of each
payment by it under Clause 6.1, confirm to the Fiscal Agent or, as the  13


case may be, the Registrar
by tested telex or tested fax that it has given irrevocable instructions for
the transfer of the relevant funds to the Fiscal Agent or, as the case may be,
the Registrar and the name and the account of the bank through which such
payment is being made.  6.3The Fiscal
Agent and each Registrar shall be entitled to deal with each amount paid to it
hereunder in the same manner as other amounts paid to it as a banker by its
customers Provided that:  (a)it shall
not against the relevant Issuer exercise any lien, right of set-off or similar
claim in respect thereof; and  (b)it shall
not be liable to any person for interest thereon.  6.4All moneys
paid to the Fiscal Agent by the relevant Issuer in respect of any Instrument
shall be held by the Fiscal Agent from the moment when such moneys are received
until the time of actual payment thereof, upon trust to apply the same in
accordance with Section 7, and the Fiscal Agent shall not be obliged to
repay any such amount unless or until claims against such Issuer in respect of
the relevant Instruments are prescribed or the relevant payment becomes void or
ceases in accordance with the terms and conditions, in which event it shall forthwith
repay to the relevant Issuer such portion of such amount as relates to such
payment by paying the same by credit transfer to such account with such bank as
the relevant Issuer may by notice to the Fiscal Agent have specified for the
purpose.  6.5(a)The Fiscal
Agent or, as the case may be, the Registrar shall forthwith notify the Paying
Agents and the relevant Issuer by telex or fax or cable if, by 10.00 a.m.
(local time) on the due date for any payment to it under Clause 6.1, it has not
received confirmation that such Issuer has given irrevocable instructions for
payment to be made as referred to in Clause 6.2.  (b)The Fiscal Agent or, as the case may be, the
Registrar shall forthwith (and in any event within one Relevant Financial
Centre Day in respect of the relevant Instruments) notify the relevant Issuer
if it has not received from such Issuer in the manner provided herein full
payment on the due date of any amount with respect to the Instruments.  (c)If the Fiscal Agent or, as the case may be,
the Registrar has not received the full amount payable by the due date but
receives such amount later it shall:  (i)forthwith
so notify the other Paying Agents; and  (ii)forthwith
give notice to the holders of the Instruments in accordance with Condition 14
that it has received such full amount.  6.6All moneys
paid to the Registrar by the relevant Issuer in respect of any Instrument shall
be held by the Registrar from the moment when such moneys are received until
the time of actual payment thereof, upon trust to apply the same in accordance
with Section 8, and the Registrar shall not be obliged to repay any such
amount unless or  14


until the claims against
such Issuer in respect of the relevant Registered Instruments are prescribed or
the relevant payment becomes void or ceases in accordance with the terms and
conditions, in which event it shall forthwith repay to the relevant Issuer such
portion of such amount as relates to such claims in respect of the relevant
Registered Instruments by paying the same by credit transfer to such account
with such bank as the relevant Issuer may by notice to the Registrar have
specified for the purpose.  7.PAYMENTS
TO HOLDERS OF BEARER INSTRUMENTS  7.1Each
Paying Agent shall make payments of interest, principal or, as the case may be,
redemption amount in respect of Bearer Instruments in accordance with the terms
and conditions applicable thereto (and, in the case of a Temporary Global
Instrument or a Permanent Global Instrument, the terms thereof) Provided that:  (a)if any
Temporary Global Instrument, Permanent Global Instrument, Definitive Instrument
or Coupon is presented or surrendered for payment to any Paying Agent and such
Paying Agent has delivered a replacement therefor or has been notified that the
same has been replaced, such Paying Agent shall forthwith notify the Fiscal
Agent (which shall immediately notify the relevant Issuer) of such presentation
or surrender and shall not make payment against the same until it is so
instructed in writing by such Issuer and has received the amount to be so paid;  (b)if any
Temporary Global Instrument or Permanent Global Instrument is presented or
surrendered for payment to any Paying Agent other than the Fiscal Agent, such
Paying Agent shall (without prejudice to Clause 7.3) forthwith notify the
Fiscal Agent of that fact;  (c)unless and
until the full amount of any payment has been transferred to the Fiscal Agent,
none of the Paying Agents shall be bound to make payments on behalf of the
relevant Issuer in respect of the Instruments;  (d)in the
absence of contrary notification from the Fiscal Agent on the due date for any
payment in respect of the Instruments of any Series, the Paying Agents shall
assume that the Fiscal Agent has received the full amount so due in respect of
such Instruments and shall be entitled:  (i)to pay
maturing Instruments and Coupons in accordance with the terms and conditions;
and  (ii)to claim
any amounts so paid by it from the Fiscal Agent;  (e)each
Paying Agent shall (in the case of the Temporary Global Instrument or Permanent
Global Instrument, in accordance with the directions of the Fiscal Agent)
cancel or procure the cancellation of each Temporary Global Instrument,
Permanent Global Instrument, Definitive Instrument (in the case of early
redemption, together with such unmatured Coupons or unexchanged Talons as are
attached to or are surrendered with it at the time of such redemption), or, as
the case may be, Coupon against surrender of which it has  15


made
full payment and shall (if such Paying Agent is not the Fiscal Agent) forthwith
deliver or procure the delivery of each Temporary Global Instrument, Permanent
Global Instrument, Definitive Instrument (together with as aforesaid) or Coupon
so cancelled by it to the Fiscal Agent together with all relevant details; and  (f)in the
case of payment of interest, principal or, as the case may be, redemption
amount against presentation of a Temporary Global Instrument or a Permanent
Global Instrument or in the case of payment of an instalment in respect of an
Instalment Instrument against presentation of a Definitive Instrument, the
relevant Paying Agent shall (in the case of the Temporary Global Instrument or
Permanent Global Instrument, in accordance with the directions of the Fiscal
Agent) note or procure that there is noted on the Schedule thereto, or in
the absence of a Schedule, on the face thereof, the amount of such payment and,
in the case of payment of principal or redemption amount, the remaining
principal amount of the relevant Instrument (which shall be the previous
principal amount less the amount of principal or, as the case may be, the
principal amount in respect of which redemption amount has then been paid) and
shall procure the signature of such notation on its behalf.  7.2None of
the Paying Agents shall exercise any lien, right of set-off or similar claim
against any person to whom it makes any payment under Clause 7.1 in respect thereof,
nor shall any commission or expense be charged by it to any such person in
respect thereof.  7.3If a
Paying Agent other than the Fiscal Agent makes any payment in accordance with
Clause 7.1:  (a)it shall
notify the Fiscal Agent of the amount so paid by it, the serial number of the
Temporary Global Instrument, Permanent Global Instrument, Definitive Instrument
or Coupon against presentation or surrender of which payment of interest,
principal or redemption amount was made and the number of Coupons by maturity
against which payment of interest was made; and  (b)the Fiscal
Agent shall on demand promptly reimburse such Paying Agent for the amount so
properly paid by it by payment out of the funds received by it under Clause 6.1
of an amount equal to the amount so paid by it by paying the same by credit
transfer to such account with such bank as such Paying Agent may by notice to
the Fiscal Agent have specified for the purpose.  7.4If the
Fiscal Agent makes any payment in accordance with Clause 7.1 out of its own
funds, it shall be entitled to appropriate for its own account out of the funds
received by it under Clause 6.1 an amount equal to the amount so paid by it.  7.5If at any
time and for any reason a Paying Agent makes a partial payment in respect of
any Temporary Global Instrument, Permanent Global Instrument, Definitive  16


Instrument or Coupon
surrendered for payment to it, such Paying Agent shall endorse thereon a
statement indicating the amount and date of such payment.  8.PAYMENTS
TO HOLDERS OF REGISTERED INSTRUMENTS  8.1The
Registrar shall make payments of interest, principal or, as the case may be,
redemption amount in respect of Registered Instruments in accordance with the
terms and conditions applicable thereto Provided that unless and until the full
amount of any payment has been transferred to the Registrar, the Registrar
shall not be bound to make payments on behalf of the Instruments.  8.2The
Registrar shall not exercise any lien, right of set-off or similar claim
against any person to whom it makes any payment under Clause 8.1 in respect
thereof, nor shall any commission or expense be charged by it to any such
person in respect thereof.  8.3If a
Registrar makes any payment in accordance with Clause 8.1 out of its own funds,
it shall be entitled to appropriate for its own account out of the funds
received by it under Clause 6.1 an amount equal to the amount so paid by it.  8.4If at any
time and for any reason a Registrar makes a partial payment in respect of any
Registered Instrument surrendered for payment to it, such Registrar shall
endorse thereon a statement indicating the amount and date of such payment.  9.MISCELLANEOUS
DUTIES OF THE FISCAL AGENT AND THE PAYING AGENTS  Cancellation, destruction and
records  9.1The Fiscal
Agent shall:  (a)maintain a
complete record of all Temporary Global Instruments, Permanent Global
Instruments, Definitive Instruments and Coupons delivered hereunder and of
their redemption, payment, exchange, cancellation, mutilation, defacement,
alleged destruction, theft or loss or replacement Provided that no record need
be maintained of the serial numbers of Coupons save insofar as that a record
shall be maintained of the serial numbers of unmatured Coupons missing at the
time of redemption or other cancellation of the relevant Definitive Instruments
and of any subsequent payments against such Coupons and shall send forthwith to
the other Paying Agents a list of any unmatured Coupons and/or unexchanged Talons
missing upon redemption of the relevant Definitive Instrument;  (b)maintain a
record of all certifications received by it in accordance with the provisions
of any Temporary Global Instrument;  (c)upon
request by an Issuer, inform such Issuer of the spot rate of exchange quoted by
it for the purchase of the currency in which the relevant Instruments are
denominated against payment of United States dollars (or such other currency
specified by such Issuer) on the date on which the Relevant  17


Agreement (as defined
in the Dealership Agreement) in respect of such Instruments was made;  (d)in
relation to each series of Instruments the terms and conditions applicable to
which provide that the rate of interest or redemption amount or any calculation
applicable thereto shall be determined by the Fiscal Agent, determine such rate
of interest or redemption amount or make such calculation from time to time on
the basis therein and take all such actions as may to it seem reasonably
incidental thereto including, without limitation, the notification of all rates
and amounts so determined and the maintenance of all appropriate records; and  (e)make such
records available for inspection at all reasonable times by the relevant Issuer
and the other Paying Agents.  9.2The Paying
Agents shall make available to the Fiscal Agent such information as may
reasonably be required for the maintenance of the records referred to in Clause
9.1.  9.3In
relation to any Instruments purchased by any Issuer or any of its affiliated
companies, the relevant Issuer may deliver to the Fiscal Agent Definitive
Instruments and unmatured Coupons appertaining thereto for cancellation or, as
the case may be, may procure the delivery to the Fiscal Agent of a Temporary
Global Instrument or a Permanent Global Instrument with instructions to cancel
a specified aggregate principal amount of Instruments represented thereby
(which instructions shall be accompanied by evidence satisfactory to the Fiscal
Agent that the relevant Issuer is entitled to give such instructions) whereupon
the Fiscal Agent shall cancel such Definitive Instruments and Coupons or, as
the case may be, note or procure that there is noted on the Schedule to,
or in the absence of a Schedule, on the face of, such Temporary Global
Instrument or Permanent Global Instrument the aggregate principal amount of
Instruments so to be cancelled and the remaining principal amount thereof
(which shall be the previous principal amount thereof less the aggregate
principal amount of the Instruments so cancelled) and shall procure the
signature of such notation on its behalf.  9.4As soon as
possible (and in any event within three months) after each interest or other
payment date in relation to any Series of Bearer Instruments, after each
date on which Instruments are cancelled in accordance with Clause 9.3, and
after each date on which the Instruments fall due for redemption, the Fiscal
Agent shall notify the relevant Issuer and the other Paying Agents (on the
basis of the information available to it) of:  (i)the
aggregate principal amount paid on, and the serial numbers of all Instruments
redeemed, surrendered and cancelled and the serial numbers of any Definitive
Instruments which have not yet been surrendered for payment;  (ii)for each
date for the payment of interest, the total number of Coupons paid and the
aggregate amount paid thereon;  (iii)the
aggregate principal amount and serial numbers of Instruments purchased and
cancelled; and  18


(iv)the total
number by maturity date of unmatured Coupons missing from Instruments redeemed
or purchased and surrendered and the serial numbers of the Instruments to which
such missing unmatured Coupons appertained.  9.5The Fiscal
Agent shall (unless the relevant Issuer otherwise requests) destroy each
Temporary Global Instrument, Permanent Global Instrument, Definitive Instrument
and Coupon delivered to or cancelled by it in accordance with Clauses 4.11,
4.13, paragraph (d) of Clause 7.1, Clause 9.14, Clause 11.13 or (where
there is no principal amount remaining of such Temporary Global Instrument or
Permanent Global Instrument) delivered to and cancelled by it in accordance
with Clause 9.3, in which case it shall as soon as possible (and in any event
within 3 months of such destruction) furnish the relevant Issuer with a
certificate as to such destruction and specifying the serial numbers of the
Temporary Global Instrument, Permanent Global Instrument, Definitive Instruments
in numerical sequence and the total number by maturity date of Coupons
(distinguishing Talons) so destroyed.  Meetings of Holders of Instruments  9.6Each
Paying Agent shall, at the request of the holder of any Bearer Instrument issue
voting certificates and block voting instructions in a form and manner which
comply with the provisions of the Fifth Schedule (except that it shall not
be required to issue the same less than forty-eight hours before the time fixed
for any meeting therein provided for) and will perform the other functions
specified in the Fifth Schedule.  The
provisions contained in the Fifth Schedule will have full effect in the
like manner as if they had been expressly incorporated herein in full.  Each Paying Agent shall keep a full record of
voting certificates and block voting instructions issued by it and will give to
the relevant Issuer not less than twenty-four hours before the time appointed
for any meeting or adjourned meeting full particulars of all voting
certificates and block voting instructions issued by it in respect of such
meeting or adjourned meeting.  Documents and Forms  9.7The Issuer
shall provide to the Fiscal Agent for distribution among the Paying Agents:  (a)specimen
Instruments;  (b)sufficient
copies of all documents required to be available for issue or inspection as
provided in the Information Memorandum or, in relation to any Instruments, the
terms and conditions or Pricing Supplement in respect of such Instruments; and  (c)in the
event that the provisions of such Condition become relevant in relation to any
Instruments, the certificate contemplated under the Condition headed Early
Redemption for Taxation Reasons.  9.8Each
Paying Agent shall make available for examination or use during normal business
hours at its specified office such documents as may be specified as so
available at the specified office of such agent in the Information Memorandum
or, in relation to any Instruments, the terms and conditions or Pricing
Supplement in respect of such  19


Instruments, or as may be
required by any stock exchange on which the Instruments may be listed and,
without prejudice to the generality of the foregoing, the Fiscal Agent and the
Paying Agent with its specified office in Luxembourg shall make available for
examination or use during normal business hours at its specified office copies
of the Information Memorandum and each Pricing Supplement and all other
documents listed in paragraph 8 of the General Information Section of the
Information Memorandum and, in the event that the provisions of such Condition
become relevant, the certificate contemplated in the Condition headed Early
Redemption for Taxation Reasons.  Notifications  9.9The Fiscal
Agent shall make all necessary notifications (including the submission of
documents or reports where required) to and with the Bank of England and the
Ministry of Finance in Japan in connection with Instruments denominated in
Pounds Sterling and Yen respectively and other similar notifications (including
the submission of documents or reports where required) as may be required in
respect of any other Instruments.  Within
one week after the end of each calendar month, the Fiscal Agent shall notify
the Bank of England of the principal amount of each Tranche of Instruments
denominated in Sterling (i) outstanding as at the end of the relevant
calendar month and (ii) issued and redeemed since the previous such
notification (or since the date of this Fiscal Agency Agreement, as the case
may be).  Such notification shall be made
even if no such Instruments were outstanding as at such time or issued or
redeemed during such calendar month. 
Such notification shall be consistent with the requirements from time to
time of the Bank of England.  Within
fifteen days after the end of each calendar month, the Fiscal Agent shall
submit a report in Japanese to the Ministry of Finance in Japan in respect of
each Tranche of Instruments denominated in Yen issued during the relevant
calendar month.  Such report shall be
submitted even if no such Instruments were issued during such calendar
month.  Such report shall be consistent
with the requirements from time to time of the Ministry of Finance of Japan.  9.10The Fiscal
Agent agrees with each Issuer that, to the extent that it is notified by each
relevant Dealer that the distribution of the Instruments of any Tranche is
complete it will notify the relevant Issuer and the relevant Dealers of the
completion of distribution of the Instruments of any Tranche which are sold to
or through more than one Dealer as contemplated in Schedule 1 to the
Dealership Agreement.  Notices  9.11Forthwith
upon receipt by the Fiscal Agent of any notice or other communication from or
on behalf of the holder of any Instrument in relation to any Instrument, the
Fiscal Agent shall forward a copy of the notice or communication to the
relevant Issuer.  Each of the Paying
Agents agrees to notify the Fiscal Agent forthwith in the event that it
receives any such notice or communication.  20


9.12The Fiscal
Agent shall, upon and in accordance with the instructions of the relevant
Issuer but not otherwise promptly arrange for the publication of any notices
required to be given to the holders of Bearer Instruments in accordance with
the terms and conditions of the relevant Instruments or required to comply with
the requirements of any stock exchange on which the relevant Instruments may be
listed and shall supply a copy thereof to each other Paying Agent.  Indemnity  9.13Each of
the Paying Agents shall severally indemnify the Issuers and each of them
against any direct loss, liability, cost, claims, action, demand or expense
incurred by such Issuer as a result of or arising out of or in relation to or
in connection with any breach by such Paying Agent, or any person acting on its
behalf, of the terms of this Agreement, or as a result of its wilful
misconduct, negligence or bad faith or that of its agents, officers or
employees.  The Issuers and each of them
shall remain entitled to the benefit and each of the Paying Agents shall be
subject to the provisions of this Clause 9.13 notwithstanding the provisions of
Clause 14.6.  Exchange of Bearer Instruments for
Registered Instruments  9.14In relation
to any Series comprising Bearer and Registered Instruments, the Fiscal
Agent shall receive requests to effect exchanges of Bearer Instruments for
Registered Instruments together with the relevant Bearer Instruments, inform
the Registrar (specifying (i) the aggregate principal amount of such
Bearer Instruments, (ii) the name(s) and address(es) to be entered on the
Register as the holder(s) of the Registered Instrument(s) and (iii) the
denomination(s) of the Registered Instrument(s)) and assist in the issue of the
Registered Instrument(s) in accordance with the terms and conditions applicable
thereto and in accordance with the Regulations. 
The Fiscal Agent shall, on the exchange date (as defined in Condition
2.06) applicable to such exchange of Bearer Instruments for Registered
Instruments, cancel such Bearer Instruments.  10.EARLY REDEMPTION  10.1If an
Issuer intends (other than consequent upon an Event of Default) to redeem all
or any of the Instruments prior to their stated maturity date it shall not less
than 15 days prior to the latest date for the publication of the notice of
redemption required to be given to the holders of any Instruments, give notice
of such intention to the Fiscal Agent or, in the case of Registered
Instruments, the Registrar (copied to the Fiscal Agent) stating the date on
which such Instruments are to be redeemed.  10.2In respect
of any Instruments to which Condition 6.06 applies or which carries any other
right of redemption at the option of the holders of such Instruments, the
relevant Issuer will provide the Paying Agents or, in the case of Registered
Instruments, the Registrar with copies of the form of the current redemption
notice and the Paying Agents or, as the case may be, the Registrar will make
available forms of the current redemption notice to holders of Instruments upon
request during usual business hours at their respective specified offices.  Upon receipt of any Instrument deposited in
the  21


exercise of such option, the
Paying Agent or, in the case of Registered Instruments, the Registrar with
which such Instrument is deposited shall hold such Instrument (together with,
in the case of a Definitive Instrument, any Coupons relating to it deposited
with it) on behalf of the depositing holder of such Instrument (but shall not,
save as provided below, release it) until the due date for redemption of the
relevant Instrument consequent upon the exercise of such option, when, subject
as provided below, it shall present such Instrument (and any such Coupons) to
itself for payment in accordance with the terms and conditions of the relevant
Instruments and shall pay such moneys in accordance with the directions of the
holder of the Instrument contained in the relevant redemption notice.  If, prior to such due date for its
redemption, such Instrument becomes immediately due and payable by reason of an
Event of Default or if upon due presentation payment of such redemption moneys
is improperly withheld or refused, the Paying Agent concerned or, as the case
may be, the Registrar shall without prejudice to the exercise of such option
mail such Instrument (together with any such Coupons) by uninsured post to, and
at the risk of, the holder of the relevant Instrument at such address as may
have been given by such holder in the relevant redemption notice.  10.3At the end
of any applicable period for the exercise of such option or, as the case may
be, not later than 7 days after the latest date for the exercise of such option
in relation to a particular date, in relation to Bearer Instruments each Paying
Agent shall promptly notify the Fiscal Agent of the principal amount of the
Instruments in respect of which such option has been exercised with it together
with their serial numbers and the Fiscal Agent shall promptly notify such
details to the relevant Issuer.  10.4At the end
of any applicable period for the exercise of such option or, as the case may
be, not later than 7 days after the latest date for the exercise of such option
in relation to a particular date, in relation to Registered Instruments, the
Registrar shall promptly notify the relevant Issuer of the principal amount of
the Instruments in respect of which such option has been exercised together
with their serial numbers.  11.MISCELLANEOUS
DUTIES OF THE REGISTRARS  Cancellation and Records  11.1Each
Registrar shall maintain in relation to each Series of Registered
Instruments in relation to which it is appointed as registrar a register (each
a Register), which shall be kept in accordance with the terms and conditions
applicable to such Series of Registered Instruments and the
Regulations.  Each Register shall show
the aggregate principal amount and date of issue of each Tranche comprising the
relevant Series of Registered Instruments, the names and addresses of the
initial holders thereof and the dates of all transfers to, and the names and
addresses of, all subsequent holders thereof. 
The Registrar shall further, in relation to each Series of
Registered Instruments the terms and conditions applicable to which provide
that the rate of interest or redemption amount or any calculation applicable
thereto shall be determined by such Registrar, determine such rate of interest
or redemption amount or make such calculation from time to time on the basis
therein provided and take all such action as  22


may to it seem reasonably
incidental thereto including, without limitation, the notification of all rates
and amounts so determined and the maintenance of all appropriate records.  The Registrar shall make each Register and
all such records available for inspection at all reasonable times by the
relevant Issuer.  11.2The
Registrar shall by the issue of new Registered Instruments, the cancellation of
old Registered Instruments and the making of entries in the relevant Register
give effect to transfers of Registered Instruments in accordance with the terms
and conditions applicable thereto and in accordance with the Regulations.  11.3In
relation to any Instruments purchased by any Issuer or any of its affiliated
companies, the relevant Issuer may from time to time deliver to the Registrar
such Registered Instruments of which it is the holder for cancellation,
whereupon such Registrar shall cancel the same and shall make the corresponding
entries in the relevant Register.  11.4As soon as
possible (and in any event within three months) after each date on which
Registered Instruments are cancelled in accordance with Clause 11.3 or fall due
for redemption, the Registrar shall notify the relevant Issuer of:  (i)the
aggregate principal amount paid on, and the serial numbers of all Registered
Instruments redeemed, surrendered and cancelled and the serial numbers of any
Registered Instruments (and the names and addresses of the holders thereof)
which have not yet been surrendered for payment; and  (ii)the
aggregate principal amount and serial numbers of Registered Instruments
purchased and cancelled.  11.5Each of
the Issuers shall ensure that each Registrar has available to it supplies of
such Registered Instruments as shall be necessary in connection with the
transfer of Registered Instruments under this Section 11.  11.6The
Registrar shall, upon and in accordance with the instructions of the relevant
Issuer but not otherwise, promptly arrange for the despatch of any notices
required to be given to the holders of Registered Instruments in accordance
with the terms and conditions of the relevant Instruments or required to comply
with the requirements of any stock exchange on which the relevant Instruments
may be listed.  Meetings of Holders of Instruments  11.7The
Registrar shall, at the request of the holder of any Registered Instrument,
issue voting certificates and block voting instructions in a form and manner
which comply with the provisions of the Fifth Schedule (except that it
shall not be required to issue the same less than forty-eight hours before the
time fixed for any meeting therein provided for) and shall make available at
the request of the holder of any Registered Instrument, forms of proxy in a
form and manner which comply with the provisions of the Fifth Schedule and
will comply with the other functions specified in the Fifth Schedule.  The provisions contained in the Fifth Schedule will
have full effect in the like manner as if they had been expressly incorporated
herein in full.  The Registrar  23


shall keep a full record of
voting certificates and block voting instructions issued by it and will give to
the relevant Issuer not less than twenty-four hours before the time appointed
for any meeting or adjourned meeting, full particulars of all voting
certificates and block voting instructions issued by it in respect of such
meeting or adjourned meeting.  Documents and Forms  11.8The Issuer
shall provide to the Registrar:  (a)specimen
Instruments;  (b)sufficient
copies of all documents required to be available for issue or inspection as
provided in the Information Memorandum or, in relation to any Instruments, the
terms and conditions or Pricing Supplement in respect of such Instruments; and  (c)in the
event that the provisions of such Condition become relevant in relation to any
Instruments, the certificate contemplated under the Condition Early Redemption
for Taxation Reasons.  11.9The
Registrar shall make available for examination or use during normal business
hours at its specified office such documents as may be specified as so
available at the specified office of such agent in the Information Memorandum
or, in relation to any Instruments, the terms and conditions or Pricing
Supplement in respect of such Instruments or as may be required by any stock
exchange on which the Instruments may be listed and, without prejudice to the generality
of the foregoing, shall make available for examination or use during normal
business hours at its specified office copies of the Information Memorandum and
each Pricing Supplement and all other documents listed in paragraph 8 of the
General Information Section of the Information Memorandum and, in the
event that the provisions of such Condition become relevant, the certificate
contemplated in the Condition headed Early Redemption for Taxation Reasons.  Provision of Information  11.10The Registrar
shall provide the Fiscal Agent with all such information as the Fiscal Agent
may reasonably require in order to perform the obligations set out in Clause
9.9 hereof.  Indemnity  11.11The
Registrar shall severally indemnify the Issuers and each of them against any
direct loss, liability, cost, claims, action, demand or expense incurred by
such Issuer as a result of or arising out of or in relation to or in connection
with any breach by the Registrar, or any person acting on its behalf, of the
terms of this Agreement, or as a result of its wilful misconduct, negligence or
bad faith or that of its agents, officers or employees.  The Issuers and each of them shall remain
entitled to the benefit and the  24


Registrar shall be subject
to the provisions of this Clause 11.11 notwithstanding the provisions of Clause
14.6.  11.12Forthwith
upon receipt by the Registrar of any notice or other communication from or on
behalf of the holder of any Instrument in relation to any Instrument, the
Registrar shall forward a copy of the notice or communication to the relevant
Issuer.  Exchanges of Bearer Instruments for
Registered Instruments  11.13In
relation to any Series comprising Bearer and Registered Instruments, by
the receipt of requests for exchanges of Bearer Instruments for Registered
Instruments together with the relevant Bearer Instruments (or notifications
from the Fiscal Agent of receipt thereof by the Fiscal Agent), the issue of
Registered Instruments and the making of entries in the Register, give effect
to exchanges of Bearer Instruments for Registered Instruments in accordance
with the terms and conditions applicable thereto and in accordance with the
Regulations.  The
Registrar shall forthwith upon the receipt of a request for the exchange of
Bearer Instruments for Registered Instruments notify the Fiscal Agent thereof
(specifying (i) the serial numbers of the Bearer Instruments, (ii) the
aggregate principal amount of Instruments involved, and (iii) the exchange
date (as defined in Condition 2.06) applicable thereto) and shall on the
exchange date cancel the relevant Bearer Instruments and forward the same to
the Fiscal Agent.  The Registrar shall
notify the relevant Issuer promptly of the exchange of Bearer Instruments for
Registered Instruments, specifying the serial numbers of the Bearer Instruments
and of the Registered Instruments issued in exchange therefor, the aggregate
principal amount involved and the applicable exchange date.  12.COMMISSIONS, FEES AND EXPENSES  12.1The Fiscal
Agent and the relevant Issuer shall separately agree from time to time as to
the amount of any commissions, fees and expense reimbursements to which the
Fiscal Agent, the Paying Agents and the Registrars will be entitled hereunder,
and any and all such agreements shall be binding on all of the parties hereto.  12.2Each of
the Issuers (on a several basis where the relevant tax or duty is attributable
to the Instruments issued by it and the related Coupons but otherwise on a
several basis for a proportion thereof which is the same proportion as the
aggregate principal amount of Instruments issued by such Issuer and outstanding
as at the relevant date for payment bears to the aggregate principal amount of
Instruments issued under the Programme and outstanding as at the relevant date
for payment) shall pay all stamp and other similar taxes and duties, if any,
which may be payable on the execution of this Agreement, on the creation and
issue of the Instruments issued by it and the related Coupons and the delivery
of the Instruments pursuant to the Dealership Agreement.  25


13.TERMS OF APPOINTMENT  13.1Each of
the Paying Agents and the Registrars may, in connection with its services hereunder:  (a)(in the
case of Bearer Instruments) except as ordered by a court of competent
jurisdiction or as required by law and notwithstanding any notice to the
contrary or any writing thereon, treat the bearer of any Instrument as the
absolute owner thereof and make payments thereon accordingly;  (b)refer any
question relating to the ownership of any Instrument or Coupon or, without
prejudice to Clause 5.2(ii), the adequacy or sufficiency of any evidence
supplied in connection with the replacement of any Instrument or Coupon to the
relevant Issuer for determination by such Issuer and rely upon any
determination so made; and  (c)after
approval by the relevant Issuer such approval not to be unreasonably withheld,
engage and pay for the advice or services of any leading firm of lawyers, or
other leading experts, with recognised expertise in the relevant field whose
advice or services may to it seem necessary and rely upon any advice so
obtained.  Any request for the relevant
Issuers approval of any such firm or expert must be answered by the Issuer
within a reasonable time following such request, failing which such approval
shall be assumed to have been given.  13.2None of
the Paying Agents or the Registrars shall have any obligations towards or
relationship of agency or trust for or with any holder of the Instruments or
Coupons (except as provided in Clauses 6.4 and 6.6 hereof) and shall be
responsible only for performance of the duties and obligations expressly
imposed upon them herein.  13.3Each
Paying Agent and Registrar and their officers, directors and employees may
become the holder of, or acquire any interest in, any Instruments or Coupons
with the same rights that it or they would have if it were not such agent or
agents hereunder, and may engage or be interested in any transaction with any
Issuer and may act on, or as depositary, trustee or agent for, any committee or
body of holders of Instruments or Coupons or other obligations of any Issuer as
freely as if it were not such agent or agents hereunder.  13.4Each
Issuer shall indemnify each Paying Agent and each Registrar against any direct
loss, liability, claim, action, demand, reasonable cost or expense which it may
properly incur or which may be made against it arising out of or in connection
with its appointment or the exercise of its powers and performance of its
duties hereunder in respect of Instruments issued by such Issuer, except such
as may result from its wilful misconduct, negligence or bad faith or that of
its agents, officers or employees.  The
foregoing indemnity shall not apply to any expenses of any Paying Agent or
Registrar provided for pursuant to Clause 12.1.  26


14.CHANGES
IN AGENTS  14.1Any Paying Agent or Registrar may resign its appointment as the agent of
each Issuer in relation to the Instruments of each Issuer upon the expiration
of not less than ninety days prior written notice to that effect by such Paying
Agent or, as the case may be, the Registrar to each Issuer (with a copy, if
necessary, to the Fiscal Agent) Provided that:  (a)any such notice which would otherwise expire
within fifteen days before or after the maturity date of any Series of
Instruments or any interest or other payment date in relation to any Series of
Instruments shall be deemed, in relation to such Series only, to expire on
the fifteenth day following such maturity date or, as the case may be, such
interest or other payment date; and  (b)in the case of (i) the Fiscal Agent, (ii) the
only remaining Paying Agent or Registrar with its specified office in
continental Europe (but outside the United Kingdom), (iii) so long as any
Instruments are listed on the Luxembourg Stock Exchange and/or any other stock
exchange, the Paying Agent or the Registrar with its specified office in
Luxembourg and/or in such other place as may be required by such other stock
exchange, (iv) the Registrar in respect of any Series of Instruments
then outstanding, (v) in the circumstances described in Condition 9A.04,
the Paying Agent with its specified office in New York City, (vi) the
European Union Directive on the taxation of savings income adopted by the
ECOFIN Council on 3 June 2003 being implemented, the Paying Agent
appointed in an EU member state that is not obliged to withhold or deduct tax
pursuant to the Directive, or (vii) in the case of Instruments issued by
ACBV, the Paying Agent with its specified office outside of the European Union,
such resignation shall not be effective until a successor thereto (which in the
case of the Fiscal Agent and the Registrar shall be a bank or trust company of
good standing and authorised to exercise corporate trust powers) has been
appointed by the relevant Issuer as the agent of such Issuer in relation to the
Instruments of such Issuer and notice of such appointment has been given in
accordance with the terms and conditions, Provided that such successor, in the
case of (ii), shall have its specified office in continental Europe (but
outside the United Kingdom and, in the case of (iii), shall have its specified
office in Luxembourg and/or in such other place as may be required by such
stock exchange.  14.2Each of the Issuers may revoke its appointment of any Paying Agent or
Registrar as its agent in relation to the Instruments by not less than thirty
days notice to that effect to such Paying Agent or, as the case may be, such
Registrar provided, however, that, in the case of (i) the Fiscal Agent, (ii) the
only remaining Paying Agent or Registrar with its specified office in
continental Europe (but outside the United Kingdom), (iii) so long as any
Instruments are listed on the Luxembourg Stock Exchange and/or any other stock
exchange, the Paying Agent or Registrar with its specified office in Luxembourg
and/or in such other place as may be required by such other stock exchange, (iv) the
Registrar in respect of any Series of Instruments then outstanding or  27


(v) in the circumstances described
in Condition 9A.04, the Paying Agent with its specified office in New York
City, (vi) the European Union Directive on the taxation of savings income
adopted by the ECOFIN Council on 3 June 2003 being implemented, the Paying
Agent appointed in an EU member state that is not obliged to withhold or deduct
tax pursuant to the Directive, or (vii) in the case of Instruments issued
by ACBV, the Paying Agent with its specified office outside of the European
Union, such revocation shall not be effective until a successor thereto (which
in the case of the Fiscal Agent and the Registrar shall be a bank or trust
company of good standing and authorised to exercise corporate trust powers) has
been appointed by the relevant Issuer as the agent of such Issuer in relation
to the Instruments of such Issuer and notice of such appointment has been given
in accordance with the terms and conditions, Provided that such successor, in
the case of (ii), shall have its specified office in continental Europe (but
outside the United Kingdom and, in the case of (iii), shall have its specified
office in Luxembourg and/or in such other place as may be required by such
stock exchange.  14.3The appointment of any Paying Agent or Registrar as the agent of each of
the Issuers in relation to the Instruments shall terminate forthwith if any of
the following events or circumstances shall occur or arise, namely: such Paying
Agent or, as the case may be, Registrar becomes incapable of acting; such
Paying Agent or, as the case may be, Registrar is adjudged bankrupt or
insolvent; such Paying Agent or, as the case may be, Registrar files a
voluntary petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver, administrator or other
similar official of all or any substantial part of its property or admits in
writing its inability to pay or meet its debts as they mature or suspends
payment thereof; a resolution is passed or an order is made for the winding-up
or dissolution of such Paying Agent or, as the case may be, Registrar; a
receiver, administrator or other similar official of such Paying Agent or, as
the case may be, Registrar or of all or any substantial part of its property is
appointed; an order of any court is entered approving any petition filed by or
against such Paying Agent or, as the case may be, Registrar under the
provisions of any applicable bankruptcy or insolvency law; or any public
officer takes charge or control of such Paying Agent or, as the case may be,
Registrar or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation.  14.4Each of the Issuers may (and shall where necessary to comply with the
terms and conditions applicable to any Instruments) appoint substitute or
additional agents in relation to the Instruments and shall forthwith notify the
other parties hereto thereof, whereupon the parties hereto and such substitute
or additional agents shall thereafter have the same rights and obligations
among them as would have been the case had they then entered into an agreement
in the form mutatis mutandis of this Agreement.  14.5Upon any resignation or revocation becoming effective under this Section 14,
the relevant Paying Agent or, as the case may be, Registrar shall:  (a)be released and discharged from its obligations
under this Agreement (save that it shall remain entitled to the benefit of and
subject to and bound by the  28


provisions of Clause
9.13, 11.11, Clause 12.2, Section 13 and this Section 14);  (b)repay to the relevant Issuer such part of any
fee paid to it as referred to in Clause 12.1 as may be agreed between the
relevant Paying Agent or, as the case may be, the Registrar and such Issuer;  (c)in the case of the Fiscal Agent, deliver to the
relevant Issuer and to the successor Fiscal Agent a copy, certified as true and
up-to-date by an officer of the Fiscal Agent, of the records maintained by it
in accordance with Section 9;  (d)in the case of a Registrar, deliver to the
relevant Issuer and to the successor Registrar a copy, certified as true and
up-to-date by an officer of such Registrar, of each of the Registers and other
records maintained by it in accordance with Section 11; and  (e)forthwith transfer all moneys and papers
(including any unissued Temporary Global Instruments, Permanent Global
Instruments, Definitive Instruments, Coupons or, as the case may be, Registered
Instruments held by it hereunder) to its successor in that capacity and, upon
appropriate notice, provide reasonable assistance to such successor for the
discharge by it of its duties and responsibilities hereunder.  14.6Any corporation into which any Paying Agent or Registrar may be merged or
converted, any corporation with which any Paying Agent or Registrar may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which any Paying Agent or Registrar shall be a party, shall,
to the extent permitted by applicable law (and provided, in the case of the
Fiscal Agent or any Registrar that such corporation shall be a bank or trust
company of good standing and authorised to execute corporate trust powers), be
the successor to such Paying Agent or, as the case may be, Registrar as agent
of the Issuers in relation to the Instruments without any further formality,
whereupon the parties hereto and such successor agent shall thereafter have the
same rights and obligations among them as would have been the case had they
then entered into an agreement in the form mutatis mutandis
of this Agreement.  Notice of any such
merger, conversion or consolidation shall forthwith be given by such successor
to each of the Issuers and the other parties hereto.  14.7If any Paying Agent or Registrar decides to change its specified office
(which may only be effected within the same city) it shall give notice to each
of the Issuers (with a copy, if necessary, to the Fiscal Agent) of the address
of the new specified office stating the date on which such change is to take effect,
which date shall be not less than thirty days after the date of such
notice.  The relevant Paying Agent or
Registrar shall at its own expense not less than fourteen days prior to the
date on which such change is to take effect (unless the appointment of the
relevant Paying Agent or Registrar is to terminate pursuant to any of the
foregoing provisions of this Section 14  29


on or prior to the date of such change)
publish or cause to be published notice thereof in accordance with the terms
and conditions.  15.SUBSTITUTION  15.1As provided in Condition 15 of the terms and conditions of the relevant
Instruments, the Issuer may be replaced, and ABB Ltd or any direct or indirect
subsidiary of ABB Ltd may be substituted for the Issuer, as principal debtor in
respect of the Instruments without the consent of the Holders of the
Instruments or Coupons.  If the Issuer
shall determine that ABB Ltd or any such subsidiary shall become the principal
debtor (in such capacity, the Substituted Debtor),
the Issuer shall give not less than 30 nor more than 45 days notice, in
accordance with Condition 14, to the Holders of the Instruments of such event
and, immediately on the expiry of such notice, the Substituted Debtor shall
enter into a Deed of Assumption, substantially in the form set out in the Sixth
Schedule hereto, and become the principal debtor in respect of the
Instruments in place of the Issuer and the Holders of the Instruments shall
thereupon cease to have any rights or claims whatsoever against the
Issuer.  However, no such substitution
shall take effect (i) if the Substituted Debtor is any other subsidiary of
ABB Ltd, until such Substituted Debtor shall have entered into a keep-well
agreement with ABB Ltd substantially in the form of the Keep-Well Agreement (as
defined in the terms and conditions of the relevant Instruments), (ii) until
such Substituted Debtor shall have executed a deed of covenant substantially in
the form of the Deed of Covenant (as defined in the terms and conditions of the
relevant Instruments), (iii) in any case, until the Substituted Debtor
shall have provided to the Fiscal Agent and (if applicable) the Registrar such
documents as may be necessary to make the Deed of Assumption, the relevant
Instruments, the Fiscal Agency Agreement, such deed of covenant and any such
keep-well agreement the legal, valid and binding obligations of, as
appropriate, the Substituted Debtor and ABB Ltd together with legal opinions
either unqualified or subject only to normal, usual or appropriate
qualifications and assumptions to the effect that the Instruments, the Fiscal
Agency Agreement, the Deed of Assumption, such deed of covenant and any such
keep-well agreement are legal, valid and binding obligations of, as
appropriate, the Substituted Debtor and ABB Ltd; (iv) the Substituted
Debtor shall have obtained all necessary governmental and regulatory approvals
and consents, if any, in connection with the substitution and (v) the
Substituted Debtor shall have appointed the process agent appointed by the
Issuer in Condition 18.03 of the terms and conditions of the relevant
Instruments as its agent in England to receive service of process on its behalf
in relation to any legal action or proceedings arising out of or in connection
with the relevant Instruments.  Upon any
such substitution, the Instruments and Coupons will, if necessary, be deemed to
be modified in all appropriate respects.  15.2The terms and conditions of the relevant Instruments shall, following any
substitution effected in accordance with this Section, apply to the Substituted
Debtor, amended as set out in the Schedule to the Deed of Assumption.  30


16.FURTHER
ISSUERS  16.1Each of the Paying Agents and Registrars hereby agrees to act as the agent
(in the capacity in which it was appointed hereunder) of (i) any
Substituted Debtor as defined in (and where such substitution shall have taken
effect as provided in) Condition 15 of the terms and conditions of the relevant
Instruments or (ii) any New Issuer (as that expression is defined in
Clause 10.2 of the Dealership Agreement) which shall have become party to the
Dealership Agreement and which shall have (a) executed an agreement, in
form and substance satisfactory to the Fiscal Agent, whereby such New Issuer
agrees to be bound by the provisions of this Agreement and (b) provided to
the Fiscal Agent such documents as may be necessary to make this Agreement its
legal, valid and binding obligations (any such Substituted Debtor or New Issuer
as described in (i) or (ii) above is herein referred to as a Further Issuer).  16.2Each of the Paying Agents and the Registrars hereby agrees that any Issuer
in its capacity as such, shall be released from its obligations, undertakings
and covenants under this Agreement upon such Issuer ceasing to be an Issuer
pursuant to and in accordance with Clause 10.1 of the Dealership Agreement
provided always that such release shall not affect any rights, liabilities or
obligations accrued or incurred under this Agreement prior to the date upon
which such release takes effect.  17.NOTICES  All communications hereunder shall be in
writing and shall be delivered to or telexed to or sent by facsimile (confirmed
by letter sent by express airmail) to the following addresses:  (a)
  if to AIFLTD, to it
  at:Address:
  Suite 3,
  Weighbridge HouseThe Pollet, St. Peter
  PortGuernsey GY1 1WLChannel IslandsFax:
  +44 1481 729 016Attention:
  Business
  Administrationwith a copy to  Address:
  ABB Group Treasury
  OperationsAffolternstrasse 44CH-8050 ZurichSwitzerlandFax:
  +41 43 317 7474Attention:
  Business Operations  (b)
  if to ACBV, to it at:Address:
  Burgemeester
  Haspelslaan 65, 5F1181NB Amstelveen  31


The NetherlandsFax:
  +31 20 445 9844Attention:
  Business
  Administrationwith a copy to  Address:
  ABB Group Treasury
  OperationsAffolternstrasse 44CH-8050 ZurichSwitzerlandFax:
  +41 43 317 7474Attention:
  Business Operations  (c)
  if to the Fiscal Agent
  at:Address:
  Banque Générale du
  Luxembourg S.A.50, Avenue J. F.
  KennedyL-2951
  LuxembourgTelex:
  3401 BGL luFax
  +352 4242 4200Attention:
  Fiscal and Paying
  Agency Department(or in the
  case of a Fiscal Agent not originally a party hereto, specified by notice to
  the other parties hereto at or about the time of its appointment as the agent
  of the Issuers in relation to the Instruments).All
  communications relating to this Agreement between the Issuer and any of the
  Paying Agents or between the Paying Agents themselves shall be made through
  the Fiscal Agent;  (d)if to a Registrar to it at the address, fax or
telex number specified against its name in the Eighth Schedule (or, in the
case of a Registrar not originally a party hereto, specified by notice to the
other parties hereto at or about the time of its appointment as the agent of
the Issuers in relation to the Instruments) 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 or
for the attention of such other person or department as the addressee has by
prior notice to the sender specified for the purpose.  Any notice sent by letter shall take effect at the time of delivery and
any notice sent by telex shall take effect at the time of despatch provided
that the correct answerback is received and any notice sent by facsimile
transmission shall take effect upon receipt thereof.  Where a notice is copied to another address
such notice shall take effect at the time when the first of the notice or the
copy takes effect.  32


18.LAW
AND JURISDICTION  18.1This Agreement is governed by, and shall be construed in accordance with,
English law.  18.2Each Issuer hereby agrees for the exclusive benefit of each of the Paying
Agents and the Registrars 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 that accordingly any suit, action or proceedings (together
referred to as Proceedings) arising out of or in
connection with this Agreement may be brought in such courts.  Nothing contained in this Clause shall limit
any right to take Proceedings against any Issuer 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.  18.3Each Issuer 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,
each Issuer agrees to appoint a substitute process agent and notify the Fiscal
Agent of such appointment and if any Issuer fails to make any such appointment
within twenty-one days, the Fiscal Agent shall be entitled to appoint such a
person by notice to such Issuer.  18.4Nothing contained herein shall affect the right to serve process in any
other manner permitted by law.  19.MODIFICATION  This Agreement may be amended by the Issuers and the Fiscal Agent,
without the consent of the other Paying Agents or the Registrars or the Holder
of any Instrument or Coupon, for the purposes of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained herein,
or in any manner which the Issuer and the Fiscal Agent may deem necessary or
desirable and which shall not be inconsistent with the Instruments or Coupons
and which will not, in the opinion of the Issuer and the Fiscal Agent, be
materially prejudicial to the interests of the Holders of the Instruments, the
Coupons or the Paying Agents or the Registrars.  20.COUNTERPARTS  This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when so executed
shall constitute one and the same binding agreement between the parties.  21.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 WITNESS the hands
of the duly authorised representatives of the parties hereto the day and year
first before written.  33


THE FIRST SCHEDULE  FORM OF TEMPORARY GLOBALINSTRUMENT (BEARER)  Series Number:
  [       ]
  
  Serial
  Number: [       ]  THE SECURITIES REPRESENTED BY THIS TEMPORARY GLOBAL INSTRUMENT HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (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 CERTAIN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT OR ANY INTEREST HEREIN MAY NOT BE SOLD,
TRANSFERRED OR DELIVERED TO ANYONE ANYWHERE
IN THE WORLDOTHER THAN TO PROFESSIONAL MARKET PARTIES (PMP) WITHIN THE MEANING OF THE EXEMPTION
REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992.  EACH HOLDER OF INSTRUMENTS (OR ANY INTEREST HEREIN), BY PURCHASING THE
INSTRUMENTS, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF
THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING SUCH INSTRUMENTS
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP, THAT (2) SUCH
INSTRUMENTS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
ANYONE ANYWHERE IN THE WORLD OTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (3) THE HOLDER WILL PROVIDE
NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT
TRANSFEREE.](1)  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB
CAPITAL B.V. (incorporated with limited liability in The Netherlands and having its
statutory domicile at Amsterdam)]  
 (1)  Insert if the Issuer is ACBV and the Instruments do not
qualify as High Denomination Instruments (as defined in the Information
Memorandum).  34


TEMPORARY
GLOBAL INSTRUMENT representing up to [Aggregate principal amount of Tranche] [Title of Instruments]  This Temporary Global Instrument is issued in respect of an issue of [description
of Instruments including aggregate principal amount of Tranche] (the Instruments) by
[                    ]
(the Issuer).  The Issuer for value received promises, all in accordance with the
terms and conditions [attached hereto/set out in the information memorandum
prepared by the Issuer and dated 24 November 2004 and the pricing
supplement prepared in relation to the Instruments (the Pricing Supplement)]
to pay to the bearer upon presentation and, if appropriate, surrender hereof on
[maturity date] [by [   ] [equal] successive
[semi-annual/quarterly/other] instalments on the dates specified in the Pricing
Supplement](2) or on such earlier date as the same may become payable in
accordance therewith the principal amount of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Temporary Global Instrument or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on the
principal amount hereof from time to time at the rate or rates specified
therein], all subject to and in accordance with such terms and conditions.  Except as specified herein, the bearer of this Temporary Global
Instrument is entitled to the benefit of the terms and conditions referred to
above and of the same obligations on the part of the Issuer as if such bearer
were the bearer of the Instruments represented hereby except that the bearer of
this Temporary Global Instrument shall not prior to the Exchange Date (defined
below) be entitled to receive payment of [the principal of or] interest on the
Instruments except to the extent that, upon due presentation and surrender of
this Temporary Global Instrument for exchange, delivery of the Permanent Global
Instrument, or as the case may be Definitive Instruments or Registered
Instruments is improperly withheld or refused, and all payments under and to the
bearer of this Temporary Global Instrument shall be valid and effective to
satisfy and discharge the corresponding liabilities of the Issuer in respect of
the Instruments.  This Temporary Global Instrument is exchangeable in whole or in part
for a permanent global instrument (the Permanent
Global Instrument) representing the Instruments and in
substantially the form (subject to completion) set out in the Second Schedule to
an amended and restated fiscal agency agreement dated 24 November 2004 (as
further supplemented, amended or replaced, the Fiscal Agency Agreement) and
made between the Issuer, Banque Générale du Luxembourg S.A., in its capacity as
fiscal agent (the Fiscal Agent,
which expression shall include any successor to Banque Générale du Luxembourg
S.A. in its capacity as such), Banque Générale du Luxembourg S.A. as principal
registrar and certain other financial institutions named therein or, if so
specified in the Pricing Supplement, for  
 (2)Insert
only where Instruments are Instalment Instruments.  35


definitive instruments (Definitive
Instruments) in substantially the form (subject to completion) set
out in the Third Schedule to the Fiscal Agency Agreement [or for
registered instruments (Registered
Instruments) in substantially the form (subject to completion) set
out in the Fourth Schedule to the Fiscal Agency Agreement].  An exchange for a Permanent Global Instrument
or Definitive Instruments will be made only on or after the date (the Exchange Date) which is 40 days after the
later of the date of issue of this Temporary Global Instrument and the
completion (as notified to the Fiscal Agent by the Issuer) of the distribution
of the Instruments represented by this Temporary Global Instrument and upon
presentation or, as the case may be, surrender of this Temporary Global
Instrument to the Fiscal Agent at its specified office in relation to the
Instruments and upon and to the extent only of delivery to the Fiscal Agent of
a certificate or certificates issued by Euroclear Bank, S.A./N.V., as operator
of the Euroclear System (the Euroclear
System) or Clearstream, société anonyme, Luxembourg (Clearstream Luxembourg), or by any other
relevant clearing system and dated not earlier than the Exchange Date in
substantially the form set out in Annex I hereto or, as the case may be, in the
form that is customarily issued in such circumstances by such other clearing
system.  [An exchange for Registered
Instruments will be made at any time upon presentation or, as the case may be,
surrender of this Temporary Global Instrument to the Fiscal Agent at its
specified office.](3)  [Any Registered Instruments shall be made available
in exchange in accordance with the terms and conditions applicable to the
Instruments represented hereby and the Fiscal Agency Agreement (which shall
apply as if the bearer of this Temporary Global Instrument were the bearer of
the Instruments represented hereby).](4)  Payments of interest otherwise
falling due before the Exchange Date will be made only upon presentation of the
Temporary Global Instrument to the Fiscal Agent at its specified office in
relation to the Instruments and upon and to the extent only of delivery to the
Fiscal Agent of a certificate or certificates issued by the Euroclear System or
Clearstream, Luxembourg or by any other relevant clearing system and dated not
earlier than the relevant interest payment date in substantially the form set
out in Annex II hereto or, as the case may be, in the form that is customarily
issued in such circumstances by such other clearing system.  In the event that (i) this Temporary Global Instrument is not duly
exchanged, whether in whole or in part, for a Permanent Global Instrument or,
as the case may be, Definitive Instruments [or Registered Instruments](5) by
6.00 p.m. (London time) on the thirtieth day after the time at which the
preconditions to such exchange are first satisfied or (ii) any Instrument
represented hereby becomes immediately redeemable following the occurrence of
an Event of Default in relation thereto and is not duly redeemed (and the funds
required for such redemption are not available to the Fiscal Agent for the
purposes of effecting such redemption and remain available for such purpose) by
6.00 p.m. (London time) on the thirtieth day after the time at which such
Instruments become immediately redeemable, then this Temporary  
 (3)Insert
only in the case of a Series comprising both Bearer and Registered
Instruments issued by AIFLTD or ACBV if the relevant Pricing Supplement
specifies that Bearer Instruments are exchangeable for Registered Instruments.  (4)Insert
only in the case of a Series comprising both Bearer and Registered
Instruments if the relevant Pricing Supplement specifies that Bearer
Instruments are exchangeable for Registered Instruments.  (5)nsert
only where the Issuer is AIFLTD or ACBV and the maturity of the Instruments is
more than one year.  36


Global Instrument will become void and the bearer will have no further
rights hereunder (but without prejudice to the rights which such bearer or any
other person having an interest in this Temporary Global Instrument immediately
prior to it becoming void may have under a deed of covenant dated 10 March 1993
and executed by the Issuer in respect of the Instruments).  [On any occasion on which a payment of interest is made in respect of
this Temporary Global Instrument, the Issuer shall procure that the Paying
Agent to which such Temporary Global Instrument is presented notes the same on
the Schedule hereto.]  On any occasion on which a payment of principal or redemption amount is
made in respect of this Temporary Global Instrument or on which this Temporary
Global Instrument is exchanged in whole or in part as aforesaid or on which
Instruments represented by this Temporary Global Instrument are to be
cancelled, the Issuer shall cause the Paying Agent to which such Temporary
Global Instrument is presented to procure that (i) the aggregate principal
amount of the Instruments in respect of which such payment is made (or, in the
case of a partial payment, the corresponding part thereof) or which are
delivered in definitive [or registered form]4 or which are exchanged for a
permanent global instrument or which are to be cancelled and (ii) the
remaining principal amount of this Temporary Global Instrument (which shall be
the previous principal amount hereof less the amount referred to at (i) above)
are noted on the Schedule hereto, whereupon the principal amount of this
Temporary Global Instrument shall for all purposes be as most recently so
noted.  This Temporary Global Instrument is governed by, and shall be construed
in accordance with, English law.  This Temporary Global Instrument shall not be valid for any purpose
until authenticated for and on behalf of Banque Générale du Luxembourg S.A. as
fiscal agent.  AS WITNESS the manual signature of two duly authorised officers on
behalf of the Issuer.   [                                   ]
  [                                   ]By:
  [manual signature](duly authorised)
  By:
  [manual signature](duly authorised)ISSUEDin
  [           ] as of [
  ] [   ]   AUTHENTICATEDfor
and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A. as fiscal agent  By:
  [manual signature](duly authorised)  37


[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](6)  
 (6)Insert
only where the Issuer is AIFLTD or ACBV and the maturity of the Instruments is
more than one year.  38


THE
SCHEDULE  Payments,
Delivery of Definitive Instruments or Registered Instruments,
Exchange for Permanent Global Instrument and
Cancellation of Instruments  Date of
  payment,
  delivery or
  cancellation
  
  Amount of
  interest then
  paid
  
  Amount of
  principal or,
  as the case
  may be,
  redemption
  amount then
  paid
  
  Aggregate
  principal
  amount of
  Definitive or
  Registered
  Instruments
  then
  delivered
  
  Aggregate
  principal
  amount of
  this
  Temporary
  Global
  Instrument
  then
  exchanged
  for the
  Permanent
  Global
  Instrument
  
  Aggregate
  principal
  amount of
  Instruments
  then
  cancelled
  
  Remaining 
  principal
  amount of
  this
  Temporary
  Global
  Instrument
  
  Authorised
  signature of
  the Fiscal
  Agent and/or
  the Registrar  39


ANNEX
I  [Form of certificate to be given in relation to exchanges of this
Temporary Global Instrument for a Permanent Global Instrument or Definitive
Instruments.  This Certificate is not
required for Registered Instruments issued by AIFLTD or ACBV:]  [Name of Issuer] [Aggregate
principal amount and title of Instruments] (the Securities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member Organisations) substantially to the
effect set forth in the Fiscal Agency Agreement as of the date hereof, [   ] principal amount of the above-captioned Securities
(i) is owned by persons that are not citizens or residents of the United
States, domestic partnerships, domestic corporations, estates the income of
which is subject to United States Federal income taxation regardless of its
source or trusts (a) that are subject to the primary supervision of a
court within the United States and with respect to which one or more United
States persons have the authority to control all substantial decisions or (b) that
have a valid election in effect under applicable U.S. Treasury regulations to
be treated as a United States person (United
States persons), (ii) is owned by United States persons that (a) are
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Securities through
and are holding through on the date hereof foreign branches of United States
financial institutions (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its
agent, that we may advise the Issuer or the Issuers agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and to the further effect that United States or foreign financial institutions
described in Clause (iii) above (whether or not also described in Clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.  This is also to certify with respect to [         ]
principal amount of the above-captioned Securities, except as set forth below,
we have received in writing, by tested telex or by electronic transmission,
from our Member Organisations entitled to a portion of such principal amount,
certifications with respect to such portion, substantially to the effect set
forth in the Fiscal Agency Agreement.  As used herein, United States means the United
States of America (including the States and the District of Columbia); and its possessions
include Puerto Rico, the  40


U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.  We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we
have not received any notification from any of our Member Organisations to the
effect that the statements made by such Member Organisations with respect to
any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as at the date hereof.  We understand that this certification is
required in connection [with certain tax laws and, if applicable,] certain
securities laws of the United States.  In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.  Date:
  [       ](7)[Euroclear Bank S.A./N.V., as operator of the
  Euroclear System/Clearstream Banking, société anonyme, Luxembourg]By:
  [authorised signature]  
 (7)To
be dated not earlier than the Exchange Date.  41


ANNEX
II  [Form of certificate to be given in relation to payments of
interest falling due before the Exchange Date:]  [Name of Issuer]  [Aggregate
principal amount and title of Instruments] (the Securities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member Organisations) substantially to the
effect set forth in the Fiscal Agency Agreement as of the date hereof, [   ] principal amount of the above-captioned
Securities (i) is owned by persons that are not citizens or residents of
the United States, domestic partnerships, domestic corporations, estates or
trust the income of which is subject to United States Federal income taxation
regardless of its source or trusts (a) that are subject to the primary
supervision of a court within the United States and with respect to which one
or more United States persons have the authority to control all substantial
decisions or (b) that have a valid election in effect under applicable
U.S. Treasury regulations to be treated as a United States person (United States persons), (ii) is owned
by United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Securities through
and are holding through on the date hereof foreign branches of United States
financial institutions (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its
agent, that we may advise the Issuer or the Issuers agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and to the further effect that United States or foreign financial institutions
described in Clause (iii) above (whether or not also described in Clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.  This is also to certify with respect to such
principal amount of Securities set forth above that, except as set forth below,
we have received in writing, by tested telex or by electronic transmission,
from our Member Organisations entitled to a portion of such principal amount,
certifications with respect to such portion, substantially to the effect set
forth in the Fiscal Agency Agreement.  42


As used herein, United States means the United States of America (including
the States and the District of Columbia); and its possessions include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.  We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we
have not received any notification from any of our Member Organisations to the
effect that the statements made by such Member Organisations with respect to
any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as at the date hereof.  We understand that this certification is
required in connection with certain tax laws and, if applicable, certain
securities laws of the United States.  In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.  Date:
  [        ](8)[Euroclear Bank S.A./N.V., as operator of
  the Euroclear System/Clearstream Banking, société anonyme, Luxembourg]  By:
  [authorised signature]  
 (8)To
be dated not earlier than the relevant interest payment date.  43


ANNEX
III  [Form of account-holders certification referred to in the
preceding certificates:]  [Note: This certificate is not required for Registered Instruments
issued by AIFLTD or ACBV]  [Name of Issuer]  [Aggregate
principal amount and title of Instruments] (the Securities)  This is to certify that as of the date hereof,
and except as set forth below, the above-captioned Securities held by you for
our account (i) are owned by persons that are not citizens or residents of
the United States, domestic partnerships, domestic corporations, estates or
trust the income of which is subject to the United States Federal income
taxation regardless of its source or trusts (a) that are subject to the
primary supervision of a court within the United States and the control of one
or more United States persons as described in section 7701(a)(30) of the
Code or (b) that have a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person (United States persons), (ii) are
owned by United States person(s) that (a) are foreign branches of a United
States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
(financial institutions)
purchasing for their own account or for resale, or (b) acquired
above-captioned the Securities through and are holding through on the date
hereof foreign branches of United States financial institutions (and in either
case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise the Issuer
or the Issuers agent that it will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period
(as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the above-captioned Securities is a United
States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) this is further to
certify that such financial institution has not acquired the above-captioned
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.  This is also to certify that, except as set
further below, the above-captioned Securities are beneficially owned by (a) non-U.S.
person(s) or (b) U.S. persons resident outside the United States who
purchased the Securities in transactions outside the United States in
accordance with Regulation S under the U.S. Securities Act of 1933, as amended
the (Act).  As used in this paragraph the terms U.S. person and United States have the meanings given to
them by Regulation S under the Act.  As used herein, United States means the United States of America (including
the States and the District of Columbia); and its possessions include Puerto Rico, the  44


U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.  We undertake to advise you promptly by tested
telex on or prior to the date on which you intend to submit your certification
relating to the Securities held by you for our account in accordance with your
operating procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.  This certification excepts and does not relate
to [    ] of such interest in the above
Securities in respect of which we are not able to certify and as to which we
understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we
do so certify.  We understand that this certification is
required in connection with certain securities laws of the United States.  In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorise you to produce
this certification to any interested party in such proceedings.  Date:  [                ](9)  
 (9)To
be dated not earlier than fifteen days before the Exchange Date or, as the case
may be, the relevant interest payment date.  45


[Account-holder] as or as agent for the beneficial owner of the
Instruments.  By:
  [authorised signature]  46


THE SECOND SCHEDULE  FORM OF PERMANENT GLOBAL INSTRUMENT  Series Number:     [      ]
  
  Serial
  Number:  [      ]  THE SECURITIES REPRESENTED BY THIS PERMANENT GLOBAL INSTRUMENT HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (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 CERTAIN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT OR ANY INTEREST HEREIN MAY NOT BE SOLD,
TRANSFERRED OR DELIVERED TO ANYONE ANYWHERE
IN THE WORLDOTHER THAN TO PROFESSIONAL MARKET PARTIES (PMP) WITHIN THE MEANING OF THE EXEMPTION
REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992.  EACH HOLDER OF INSTRUMENTS (OR ANY INTEREST HEREIN), BY PURCHASING THE
INSTRUMENTS, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF
THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING SUCH INSTRUMENTS
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP, THAT (2) SUCH
INSTRUMENTS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
ANYONE ANYWHERE IN THE WORLD OTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (3) THE HOLDER WILL PROVIDE
NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT
TRANSFEREE.](10)  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB
CAPITAL B.V. (incorporated with limited liability in The Netherlands and having its
statutory domicile at Amsterdam)]  
 (10)Insert
if the Issuer is ACBV and the Instruments do not qualify as High Denomination
Instruments (as defined in the Information Memorandum).  47


PERMANENT
GLOBAL INSTRUMENT representing up to [Aggregate principal amount of Tranche] [Title of Instruments]  This Permanent Global Instrument is issued in respect of an issue of [description of Instruments including aggregate
principal amount of Tranche] (the Instruments)
by
[                    ]
(the Issuer).  The Issuer for value received promises, all in accordance with the
terms and conditions [attached hereto/set out in the information memorandum
prepared by the Issuer and dated 24 November 2004 and the pricing
supplement prepared in relation to the Instruments (Pricing Supplement)], to pay to the bearer upon presentation
and, if appropriate, surrender hereof on [maturity
date] [by [   ] [equal]
successive [semi-annual/quarterly/other] instalments on the dates specified in
the Pricing Supplement](11) or on such earlier date as the same may become
payable in accordance therewith the principal amount of [aggregate principal amount of Tranche] (as
reduced from time to time in accordance with such terms and conditions) or such
lesser amount as is equal to the outstanding principal amount of the
Instruments represented by this Permanent Global Instrument or such other
redemption amount as may be specified therein [and to pay in arrear on the
dates specified therein interest on the principal amount hereof from time to
time at the rate or rates specified therein], all subject to and in accordance
with such terms and conditions.  The bearer of this Permanent Global Instrument is entitled to the
benefit of the terms and conditions referred to above and the same obligations
on the part of the Issuer as if such bearer were the bearer of the Instruments
represented hereby, and all payments under and to the bearer of this Permanent
Global Instrument shall be valid and effective to satisfy and discharge the
corresponding liabilities of the Issuer in respect of the Instruments.  This Permanent Global Instrument will be exchangeable for definitive
Instruments (Definitive Instruments)
in substantially the form (subject to completion) set out in the Third Schedule to
an amended and restated fiscal agency agreement dated 24 November 2004 (as
further supplemented, amended or replaced, the Fiscal Agency Agreement) and made between the Issuer, Banque
Générale du Luxembourg S.A. in its capacity as fiscal agent (the Fiscal Agent, which expression shall
include any successor to Banque Générale du Luxembourg S.A. in its capacity as
such), Banque Générale du Luxembourg S.A. as principal registrar and certain
other financial institutions [or for registered instruments (Registered Instruments) in substantially
the form (subject to completion) set out in the Fourth Schedule to the
Fiscal Agency Agreement or for a combination of Definitive Instruments and
Registered Instruments](12) (a) if Euroclear Bank S.A./N.V., as operator
of the Euroclear System (the Euroclear
System) or Clearstream Banking, société anonyme, Luxembourg (Clearstream, Luxembourg) or any other
relevant clearing system is closed for business  
 (11)Insert
only where Instruments are Instalment Instruments. (12)Insert
only in the case of a Series comprising both Bearer and Registered
Instruments if the relevant Pricing Supplement specifies that Bearer
Instruments are exchangeable for Registered Instruments.  48


for a continuous period of 14 days (other than by reason of legal
holidays) or announces an intention permanently to cease business; (b) if any
of the Instruments represented hereby becomes due and payable following an
Event of Default (as defined in Condition 7) of the terms and conditions
referred to above; or (c) at the option of the bearer hereof acting on behalf
of the relevant beneficial owners of the interests in this Permanent Global
Instrument and at the expense of such beneficial owners, and, in each case,
upon the request of the bearer hereof on behalf of the relevant beneficial
owners of the interests in this Permanent Global Instrument and at the expense
of such beneficial owners.  In order to
make such request, the bearer hereof must, not less than forty-five days before
the date upon which the delivery of such Definitive Instruments [and/or Registered
Instruments] is required, deposit this Permanent Global Instrument with the
Fiscal Agent at its specified office with the form of exchange notice endorsed
hereon duly completed.  On an exchange of
the whole of this Permanent Global Instrument, this Permanent Global Instrument
shall be surrendered to the Fiscal Agent. 
[Any Registered Instruments shall be made available in exchange in
accordance with the terms and conditions applicable to the Instruments represented
hereby and the Fiscal Agency Agreement (which shall apply as if the bearer of
this Permanent Global Instrument were the bearer of the Instruments represented
hereby).](12)  Any Definitive Instruments
will be made available for collection by the persons entitled thereto at the
specified office of the Fiscal Agent.  If
default is made by the Issuer in the required delivery of such Definitive
Instruments [and/or, as the case may be, Registered Instruments](12) and such
default is continuing at 6.00 p.m. (London time) on the thirtieth day after the
day on which the relevant notice period expires, then this Permanent Global
Instrument will become void and the bearer will have no further rights
hereunder (but without prejudice to the rights which such bearer or any other
person(s) having an interest in this Permanent Global Instrument immediately
prior to it becoming void may have under a deed of covenant dated 10 March 1993
and executed by the Issuer in respect of the Instruments).  [On any occasion on which a payment of interest is made in respect of
this Permanent Global Instrument, the Issuer shall procure that the Paying
Agent to which this Permanent Global Instrument is presented notes the same on
the Schedule hereto].  On any occasion on which a payment of principal or redemption amount is
made in respect of this Permanent Global Instrument or on which this Permanent
Global Instrument is exchanged as aforesaid or on which any Instruments
represented by this Permanent Global Instrument are to be cancelled, the Issuer
shall cause the Paying Agent to which this Permanent Global Instrument is
presented to procure that (i) the aggregate principal amount of the Instruments
in respect of which such payment is made (or, in the case of a partial payment,
the corresponding part thereof) or which are delivered in definitive [or
registered form](12) or which are to be cancelled and (ii) the remaining
principal amount of this Permanent Global Instrument (which shall be the
previous principal amount hereof less the amount referred to at (i) above) are
noted on the Schedule hereto, whereupon the principal amount of this Permanent
Global Instrument shall for all purposes be as most recently so noted.  Insofar as the Temporary Global Instrument by which the Instruments
were initially represented has been exchanged in part only for this Permanent
Global Instrument and is then to be further exchanged as to the remaining
principal amount or part thereof for this  49


Permanent Global Instrument, then upon presentation of this Permanent
Global Instrument to the Fiscal Agent at its specified office in relation to
the Instruments and to the extent that the aggregate principal amount of such
Temporary Global Instrument is then reduced by reason of such further exchange,
the Issuer shall cause the Fiscal Agent to procure that (i) the aggregate
principal amount of the Instruments in respect of which such further exchange
is then made and (ii) the new principal amount of this Permanent Global
Instrument (which shall be the previous principal amount hereof plus the amount
referred to at (i) above) are noted on the Schedule hereto, whereupon
the principal amount of this Permanent Global Instrument shall for all purposes
be as most recently noted.  This Permanent Global Instrument is governed by, and shall be construed
in accordance with, English law.  This Permanent Global Instrument shall not be valid for any purpose
until authenticated for and on behalf of Banque Générale du Luxembourg S.A. as
fiscal agent.  50


AS WITNESSthe
manual signature of two duly authorised officers on behalf of the Issuer.   [                                ]
  [                                 ]By:
  [manual signature](duly authorised)
  By:
  [manual signature](duly authorised)  ISSUEDin [          ]
on [     ] [  ]  AUTHENTICATEDfor and
on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A. as fiscal agent  By:
  [manual signature](duly authorised)  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](13)  
 (13)Insert
only where the Issuer is AIFLTD or ACBV and the maturity of the Instruments is
more than one year  51


THE
SCHEDULE  Payments,
Delivery of Definitive or Registered Instruments, Further Exchanges of the 
Temporary Global Instrument and Cancellation of Instruments  Date of
  payment,
  delivery,
  further
  exchange
  of
  Temporary
  Global
  Instrument
  or
  cancellation
  
  Amount of
  interest
  then paid
  
  Amount of
  principal
  or, as the
  case may
  be,
  redemption
  amount
  then paid
  
  Aggregate
  principal
  amount of
  exchanges
  for
  Definitive
  Instruments
  or
  Registered
  Instruments
  then
  delivered
  
  Aggregate
  principal
  amount of
  Instruments
  then
  cancelled
  
  Aggregate
  principal
  amount of
  exchanges
  for further
  exchanges
  of
  Temporary
  Global
  Instrument
  
  Current
  principal
  amount of
  this
  Permanent
  Global
  Instrument
  
  Authorised
  signature of
  the Fiscal
  Agent
  and/or the
  Registrar  52


EXCHANGE
NOTICE  ,
being the bearer of this Permanent Global Instrument at the time of its deposit
with the Fiscal Agent at its specified office for the purposes of the
Instruments, hereby exercises the option set out above to have this Permanent
Global Instrument exchanged in whole or in part for Instruments in
[definitive/registered form/[     ] in aggregate
principal amount of Instruments in definitive form and [   ] in
aggregate principal amount of Instruments in registered form]* and directs that
such Instruments in definitive form be made available for collection by it from
the Fiscal Agents specified office and that such Instruments in registered
form be made available in accordance with the terms and conditions applicable
to the Instruments represented hereby and the Fiscal Agency Agreement.  By:(duly authorised)  
 *Delete and complete,
as appropriate  53


THE THIRD SCHEDULE  FORM
 OF DEFINITIVE INSTRUMENT(ISMA FORMAT)  [On the face of the Instrument:]  [<9999999+AAXXXXXXXXX9+XX+999999>]  [Denomination]  THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (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 CERTAIN
TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  TERMS USED IN THIS PARAGRAPH HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT MAY NOT BE SOLD, TRANSFERRED OR DELIVERED TO ANYONE ANYWHERE IN THE WORLDOTHER THAN TO
PROFESSIONAL MARKET PARTIES (PMP)
WITHIN THE MEANING OF THE EXEMPTION REGULATION UNDER THE DUTCH ACT ON THE
SUPERVISION OF CREDIT INSTITUTIONS 1992. EACH HOLDER OF THIS
INSTRUMENT, BY PURCHASING THIS INSTRUMENT, WILL BE DEEMED TO HAVE
REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH HOLDER
IS A PMP AND IS ACQUIRING SUCH INSTRUMENTS FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER PMP, THAT (2) SUCH INSTRUMENT MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANYONE
ANYWHERE IN THE WORLDOTHER THAN TO A PMP ACQUIRING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (3) THE HOLDER WILL
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT
TRANSFEREE.](14)  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB
CAPITAL B.V. (incorporated with limited liability in The Netherlands and having its statutory domicile at Amsterdam)]  
 (14)Insert
if the Issuer is ACBV and the Instruments do not qualify as High Denomination
Instruments (as defined in the Information Memorandum).  54


[Aggregate principal amount of Tranche] [Title of Instruments]  [                                  ]
(the Issuer) for value received promises,
all in accordance with the terms and conditions [endorsed hereon/attached
hereto] [and the pricing supplement referred to therein and prepared in
relation to the Instruments (the Pricing
Supplement)] to pay to the bearer upon presentation and, if
appropriate, surrender hereof on [maturity
date] [by [   ] [equal]
successive [semi-annual/quarterly/other] instalments on the dates specified in
the Pricing Supplement](15) or on such earlier date as the same may become
payable in accordance therewith the principal amount of:  [denomination in words and numerals]  or such other redemption amount as may be specified therein [and to pay
in arrear on the dates specified therein interest on such principal amount at
the rate or rates specified therein, all subject to and in accordance with such
terms and conditions].  [This [title of Instrument]
shall not/Neither this [title of Instrument]
nor any of the interest coupons appertaining hereto shall] be valid for any
purpose until this [title of Instrument]
has been authenticated for and on behalf of Banque Générale du Luxembourg S.A.
as fiscal agent.  This [title of Instrument]
is governed by, and shall be construed in accordance with, English law.  AS WITNESSthe
facsimile signature of two duly authorised officers on behalf of the Issuer.  [                                       
  ]
  [                                       
  ]By:
  [facsimile
  signature](duly
  authorised)
  By:
  [facsimile
  signature](duly
  authorised)  ISSUEDin [      ]
as of [       ] [  ]  
 (15)Insert
only where Instruments are Instalment Instruments.  55


AUTHENTICATEDfor
and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A.   as fiscal agent without recourse, warranty or liability   By:
  [manual signature](duly authorised)  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](16)  
 (16)Insert
only where the Issuer is AIFLTD or ACBV and the maturity of the Instruments is
more than one year.  56


[On the reverse of the Instruments:]  TERMS
AND CONDITIONS  [As contemplated in the Information
Memorandum and as amended by the relevant Pricing Supplement]  [At the foot of the Terms and Conditions:]  FISCAL
AGENT  Banque
Générale du Luxembourg S.A. 50, Avenue J.F. Kennedy L-2951 Luxembourg  PAYING
AGENT  Banque
MeesPierson BGL S.A. 57 Rennweg CH-8023 Zurich Switzerland  57


Forms of Coupons  [On the front of Coupon:]  [Attached to the Instruments (interest-bearing, fixed
rate and having Coupons):]  [Issuer]  [Amount and title
of Instruments]  Coupon for [       ]
due on [        ]  Such amount is payable (subject to the terms and
conditions [endorsed on/attached to the [title
of Instrument] to which this Coupon appertains [and the pricing
supplement referred to therein], which shall be binding on the holder of this
Coupon whether or not it is for the time being attached to such [title of Instrument]) against surrender of
this Coupon at the specified office of the Fiscal Agent or any of the Paying
Agents set out on the reverse hereof (or any other or further fiscal or paying
agents and/or specified offices from time to time designated for the purpose by
notice duly given in accordance with such terms and conditions).  [The attention of Couponholders is drawn to condition
9A.06 of the terms and conditions.  The
Instrument to which this Coupon appertains may in certain circumstances
specified in such terms and conditions, fall due for redemption before the due
date in relation to this Coupon.  In such
event, the Paying Agent to which such Instrument is presented for redemption
may determine, in accordance with the aforesaid condition 9A.06 that this
Coupon is to become void.]  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](17)  [<99+9999999+AAXXXXXXXXX9+XX+999999>]  
 (17)Insert only where the Issuer is
AIFLTD or ACBV and the maturity of the Instruments is more than one year.  58


[Attached to the Instrument (interest-bearing,
floating rate and having Coupons):]  [Issuer]  [Amount and title of Instruments]  Coupon for the amount of interest due on [         ]  Such amount is payable (subject to the terms and
conditions [endorsed on/attached to] the [title
of Instrument] to which this Coupon appertains [and the pricing
supplement referred to therein], which shall be binding on the holder of this
Coupon whether or not it is for the time being attached to such [title of Instrument]) against surrender of
this Coupon at the specified office of the Fiscal Agent or any of the Paying
Agents set out on the reverse hereof (or any other or further fiscal or paying
agents and/or specified offices from time to time designated for the purpose by
notice duly given in accordance with such terms and conditions).  The Instrument to which this Coupon appertains may, in
certain circumstances specified in such terms and conditions, fall due for
redemption before the due date in relation to this Coupon.  In such event, this Coupon will become void
and no payment will be made in respect hereof.  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](18)  [<99+9999999+AAXXXXXXXXX9+XX+999999>]  
 (18)Insert only where the Issuer is
AIFLTD or ACBV and the maturity of the Instruments is more than one year.  59


[On the reverse of each Coupon:]  FISCAL
  
  Banque Générale du Luxembourg
  S.A.AGENT:
  
  50 Avenue J.F. Kennedy
  L-2951 LuxembourgPAYING
  
  Banque MeesPierson BGL S.A.AGENT:
  
  57 RennwegCH-8023 ZurichSwitzerland  60


Form of Talon  No  [                ]  [Amount and title of Instruments]  Talon for further Coupons  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](19)  After all the Coupons appertaining to the Instrument
to which this Talon appertains have matured, further Coupons [(including, where
appropriate, a Talon for further Coupons)] will be issued at the specified
office of the Fiscal Agent or any of the Paying Agents set out in the reverse
hereof (or any other or further paying agents and/or specified offices from
time to time designated by notice duly given in accordance with the terms and
conditions [endorsed on/attached to] the [title
of Instrument] to which this Talon appertains [and the pricing
supplement referred to therein] (which shall be binding on the holder of this
Talon whether or not it is for the time being attached to such [title of Instrument])) upon production and
surrender of this Talon upon and subject to such terms and conditions.  The initial Paying Agents and their specified
offices are set out on the reverse hereof.  Under the said terms and conditions, such Instrument
may, in certain circumstances, fall due for redemption before the original due
date for exchange of this Talon and in any such event this Talon shall become
void and no exchange shall be made in respect hereof.  [Issuer]  
 (19)Insert only where the Issuer is
AIFLTD or ACBV and the maturity of the Instruments is more than one year.  61


THE FOURTH SCHEDULE  FORM OF REGISTERED
INSTRUMENT  ISIN Number: [       ]Series Number: [       ]Serial Number: [        ]  THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (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 CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. 
TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT OR ANY INTEREST HEREIN MAY NOT
BE SOLD, TRANSFERRED OR DELIVERED TO ANYONE
ANYWHERE IN THE WORLDOTHER THAN TO PROFESSIONAL MARKET PARTIES (PMP) WITHIN THE MEANING OF THE EXEMPTION
REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992.  EACH HOLDER OF INSTRUMENTS (OR ANY INTEREST HEREIN),
BY PURCHASING THE INSTRUMENTS, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED
FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS
ACQUIRING SUCH INSTRUMENTS FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP,
THAT (2) SUCH INSTRUMENTS MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANYONE ANYWHERE IN
THE WORLDOTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A PMP AND THAT (3) THE HOLDER WILL PROVIDE NOTICE OF THE
TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE.](20)  [ABB INTERNATIONAL FINANCE LIMITED (incorporated with limited liability
in Guernsey)]  [ABB CAPITAL B.V. (incorporated with limited liability
in The Netherlands and having its
statutory domicile at Amsterdam)]  [Aggregate
principal amount of Tranche] [Title of
Instruments]  
 (20)Insert if the Issuer is ACBV and the
Instruments do not qualify as High Denomination Instruments (as defined in the
Information Memorandum).  62


[                       ](the Issuer)
for value received promises, all in accordance with the terms and conditions
[endorsed hereon/attached hereto] [and the pricing supplement referred to
therein and prepared in relation to the Instruments (Pricing Supplement)], to pay to  of   (being the person registered in the register referred
to below or, if more than one person is so registered, the first-named of such
persons) on [maturity date] [by
[   ] [equal] successive
[semi-annual/quarterly/other] instalments on the dates specified in the Pricing
Supplement](21) or on such earlier date as the same may become payable in
accordance therewith the principal sum of                                    
                      
[(, in the case of payment on such earlier date, as reduced in accordance with
such terms and conditions)] or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on such
principal amount [(as reduced in accordance with such terms and conditions)](21)
at the rate or rates specified therein], all subject to and in accordance with
such terms and conditions.  The statements set forth in the legend, if any, set
forth above are an integral part of the terms of this Instrument and by
acceptance hereof each holder of this Instrument agrees to be subject to and
bound by the terms and provisions set forth in such legend, if any.  This Instrument is evidence of entitlement only.  Title to the Instrument passes only on due
registration in the Register maintained by [                                    ](22),
as registrar, and only the duly registered holder or if more than one person is
so registered, the first-named of such persons is entitled to payment in
respect of this Instrument.  This Instrument is governed by, and shall be construed
in accordance with, English law.  This Instrument shall not be valid for any purpose
until this Instrument has been authenticated for and on behalf of [                                      ](23),
as registrar.  AS WITNESS the facsimile or manual signatures of two
duly authorised officers of the Issuer.  [                                    ][                                ]  By:
  [manual/facsimile signature](duly authorised)
  By:
  [manual/facsimile signature](duly authorised)  
 (21)Insert only where Instruments are
Instalment Instruments. (22)Insert name of the relevant
Registrar.  63


ISSUEDin [                ]
as of [                ]
[  ]  AUTHENTICATEDfor and on behalf of  [                                     ]  as registrar without recourse, warranty or liability  By:
  [manual signature](duly authorised)  64


FORM OF TRANSFER  FOR VALUE RECEIVED, being the registered holder of this [title of Instrument], hereby transfers to                                                                                     
of
                                                             
                                     
          ,                                         
in principal amount of this [title of Instrument] and irrevocably requests and
authorises [                                  ](23),
in its capacity as registrar in relation to the [title of Instruments] (or any successor to
[           ](23), in
its capacity as such) to effect the relevant transfer by means of appropriate
entries in the register kept by it.  Dated:   By:
  [manual signature](duly authorised)
  [By:
  [manual signature](duly authorised)  Notes:  The name of the person by or on
whose behalf this form of transfer is signed must correspond with the name of
the registered holder as it appears on the face of this Instrument.  (i)A representative of such registered holder
should state the capacity in which he signs (e.g. executor).  (ii)The signature of the person effecting a
transfer shall conform to any list of duly authorised specimen signatures
supplied by the registered holder or be certified by a recognised bank, notary
public or in such other manner as the Registrar may require.  (iii)Any
transfer of [title of Instruments] shall be in an amount equal to the minimum
denomination as may be specified in the relevant Pricing Supplement or an
integral multiple thereof.  
 (23)Insert name of the relevant
Registrar.  65


THE FIFTH SCHEDULE  PROVISIONS FOR MEETINGS OF HOLDERSOF INSTRUMENTS  1.(A)As used
in this Schedule, the following expressions shall have the following meanings
unless the context otherwise requires:  (1)voting certificate shall mean a
certificate in the English language issued by any Paying Agent or, as the case
may be, any Registrar and dated, in which it is stated:  (a)that on the date thereof outstanding Bearer Instruments of any Series (not
being Bearer Instruments in respect of which a block voting instruction has
been issued and is outstanding in respect of the meeting specified in such
voting certificate or any adjournment thereof) bearing specified serial numbers
have been deposited to the order of such Paying Agent and that no such Bearer
Instruments will be released until the first to occur of:  (i)the conclusion of the
meeting specified in such certificate or any adjournment thereof; and  (ii)the surrender of the
certificate to such Paying Agent; or  (b)that on the date thereof
Registered Instruments of any Series (not being Registered Instruments in
respect of which a block voting instruction has been issued and is outstanding
in respect of the meeting specified in such voting certificate or any
adjournment thereof) are registered in the books and records maintained by the
Registrar in the names of specified registered holders; and  (c)that until the release of
the Bearer Instruments represented thereby the bearer thereof is entitled to
attend and vote at such meeting or any adjournment thereof in respect of the
Instruments represented by such certificate; and  (2)block voting instruction shall
mean a document in the English language issued by any Paying Agent or, as the
case may be, any Registrar and dated, in which:  (a)it is certified that
outstanding Bearer Instruments of any Series (not being Bearer Instruments
in respect of which a voting certificate has been issued and is outstanding in
respect of the meeting specified in such block voting instruction or any
adjournment thereof) have been deposited to the order of such Paying Agent and
that no such Bearer Instruments will be released until the first to occur of:  (i)the conclusion of the
meeting specified in such document or any adjournment thereof; and  66


(ii)the surrender, not less
than 48 hours before the time for which such meeting or adjournment thereof is
convened, of the receipt for each such deposited Bearer Instrument which has
been deposited to the order of such Paying Agent, coupled with notice thereof
being given by such Paying Agent to the relevant Issuer; or  (b)It is certified that
Registered Instruments of any Series (not being Registered Instruments in
respect of which a voting certificate has been issued and is outstanding in
respect of the meeting specified in such block voting instruction and any
adjournment thereof) are registered in the books and records maintained by the
Registrar in the names of specified registered holders;  (c)It is certified that each
depositor of such Instruments or registered holder thereof or a duly authorised
agent on his or its behalf has instructed the Paying Agent or, as the case may
be, the Registrar that the vote(s) attributable to his or its Instruments so
deposited or registered should be cast in a particular way in relation to the
resolution or resolutions to be put to such meeting or any adjournment thereof
and that all such instructions are, during the period of 48 hours prior to the
time for which such meeting or adjourned meeting is convened, neither revocable
nor subject to amendment;  (d)the total number, principal
amount outstanding, the serial numbers and series numbers of the Instruments so
deposited or registered are listed, distinguishing with regard to each such
resolution between those in respect of which instructions have been given as
aforesaid that the votes attributable thereto should be cast in favour of the
resolution and those in respect of which instructions have been so given that
the votes attributable thereto should be cast against the resolution; and  (e)any person named in such
document (hereinafter called a proxy) is
authorised and instructed by the Paying Agent or, as the case may be, the
Registrar to cast the votes attributable to the Instruments so listed in
accordance with the instructions referred to in (c) and (d) above as
set out in such document.  (B)A registered holder of a
Registered Instrument may by an instrument in writing in the form for the time
being available from the specified office of the Registrar in the English
language (hereinafter called a form of proxy)
signed by the holder or its duly appointed attorney or, in the case of a
corporation, executed under its seal or signed on its behalf by its duly
appointed attorney or a duly authorised officer of the corporation, appoint any
person (hereinafter also called a proxy) to
attend and act on his or its behalf in connection with any meeting or proposed
meeting of the holders of Instruments.  67


(C)Voting certificates, block
voting instructions and forms of proxy shall be valid for so long as the
relevant Instruments have not been released or, in the case of Registered
Instruments, are duly registered in the name(s) of the registered holder(s)
certified in the relevant voting certificate or block voting instruction or, in
the case of a form of proxy, in the name of the appointor but not otherwise and
notwithstanding any other provision of this Schedule and during the
validity thereof the holder of any such voting certificate or, as the case may
be, the proxy shall, for all purposes in connection with any meeting of holders
of Instruments, be deemed to be the holder of the Instruments of the relevant Series to
which such voting certificate, block voting instructions or form of proxy
relates and, in the case of Bearer Instruments, the Paying Agent to the order
of whom such Instruments have been deposited and, in the case of Registered
Instruments, the registered holder(s) shall nevertheless be deemed for such
purposes not to be the holder of those Instruments.  2.The relevant Issuer at any time may, and upon a request in writing
by holders of Instruments holding not less than one-tenth of the principal
amount outstanding of the Instruments of any particular Series for the
time being outstanding at any time after such Instruments shall have become
repayable owing to an event of default under the Conditions applicable to such
Instruments shall, convene a meeting of the holders of Instruments of such
Series.  Whenever any Issuer wishes or is
obliged to convene any such meeting it shall forthwith give notice in writing
to the Fiscal Agent of the day, time and place thereof and of the nature of the
business to be transacted thereat.  Every
such meeting or adjournment thereof shall be held at such time and place as the
Fiscal Agent may approve.  3.At least twenty-one days notice (exclusive of the day on which the
notice is given and of the day on which the meeting is held) specifying the
day, time and place of meeting shall be given to the holders of the Instruments
of the relevant Series.  A copy of the
notice shall be given to the relevant Issuer unless the meeting shall be
convened by such Issuer and a copy shall be given to the Fiscal Agent and, in
the case of Registered Instruments, the Registrar.  Such notice shall be given in the manner
provided in the Conditions and shall specify the general nature of the business
to be transacted at the meeting thereby convened but (except in the case of an
Extraordinary Resolution) it shall not be necessary to specify in such notice
the form of any resolution to be proposed and shall include, inter alia, statements to the effect:  (a)that Bearer Instruments of the relevant Series may be deposited
with (or to the order of) any Paying Agent for the purpose of obtaining voting
certificates or appointing proxies until 48 hours before the time fixed for the
meeting but not thereafter;  (b)that (without prejudice to the provisions of paragraph 1(B))
registered holders of Registered Instruments may obtain voting certificates or
appoint proxies not later than (except in the case of a form of proxy) 48 hours
before the time fixed for the meeting but not thereafter.  68


4.A person (who may, but need not, be the holder of an Instrument of
the relevant Series) nominated in writing by the Fiscal Agent shall be entitled
to take the chair at every meeting but if no such nomination is made or if at
any meeting the person nominated shall not be present within fifteen minutes
after the time appointed for the holding of such meeting the holders of
Instruments present may appoint another such person to be chairman and failing such
choice the relevant Issuer may appoint the chairman.  The chairman of a reconvened meeting need not
be the same person who was chairman of the original meeting.  5.At any such meeting any two or more persons present in person
holding Instruments of the relevant Series or voting certificates or being
proxies and holding or representing in the aggregate at least one-third in
principal amount outstanding of the Instruments of the relevant Series for
the time being outstanding shall form a quorum for the transaction of business
Provided that at any meeting at which an Extraordinary Resolution is to be
proposed for the purpose of effecting any of the modifications specified in the
proviso to paragraph 18 hereof the quorum for such meeting shall be any two or more
persons present in person holding Instruments of the relevant Series or
voting certificates or being proxies and holding or representing in the
aggregate at least 75 per cent. in principal amount outstanding of the
Instruments of the relevant Series for the time being outstanding and no
business (other than the choosing of a chairman) shall be transacted at any
meeting unless the requisite quorum be present at the commencement of business.  6.If within 15 minutes from the time appointed for any such meeting a
quorum is not present the meeting shall, if convened upon the requisition of
holders of Instruments, be dissolved.  In
any other case it shall stand adjourned for such period, not being less than
fourteen days nor more than forty-two days, as may be decided by the
chairman.  At such adjourned meeting two
or more persons present in person holding Instruments of the relevant Series or
voting certificates or being proxies (whatever the principal amount outstanding
of the Instruments of the relevant Series so held or represented by them)
shall form a quorum and shall have the power to pass any resolution and to
decide upon all matters which could properly have been dealt with at the
original meeting had a quorum been present at such meeting Provided that at any
adjourned meeting at which an Extraordinary Resolution is to be proposed for
the purpose of effecting any of the modifications specified in the proviso to
paragraph 18 hereof the quorum for such meeting shall be two or more persons
present holding Instruments of the relevant Series or voting certificates
or being proxies and holding or representing in the aggregate at least 25 per
cent. in principal amount outstanding of the Instruments of the relevant Series for
the time being outstanding.  7.The chairman may with the consent of (and shall if directed by) any
meeting adjourn the same from time to time and from place to place but no
business shall be transacted at any adjourned meeting except business which
might lawfully have been transacted at the meeting from which the adjournment
took place.  8.At least ten days notice (exclusive of the day on which the notice
is given and the day on which the meeting is held) of any meeting adjourned
through want of a quorum  69


shall be given in the same manner as of an
original meeting and such notice shall state the quorum required at such
adjourned meeting.  Subject as aforesaid,
it shall not be necessary to give any notice of an adjourned meeting.  9.Every question submitted to a meeting shall be decided in the first
instance by a show of hands and in case of equality of votes the chairman shall
both on a show of hands and on a poll have a casting vote in addition to the
vote or votes (if any) to which he may be entitled as a holder of an Instrument
or voting certificate or being a proxy.  10.At any meeting, unless a poll is (before or on the declaration of
the result of the show of hands) demanded by the chairman or the relevant
Issuer or by one or more persons holding one or more Instruments of the relevant
Series or voting certificates or being proxies and holding or representing
in the aggregate not less than 2 per cent. of the principal amount outstanding
of the Instruments of the relevant Series for the time being outstanding,
a declaration by the chairman that a resolution has been carried or carried by
a particular majority or lost or not carried by any particular majority shall
be conclusive evidence of the fact without proof of the number or proportion of
the votes recorded in favour of or against such resolution.  11.If at any meeting a poll is so demanded, it shall be taken in such
manner and (subject as hereinafter provided) either at once or after such an
adjournment as the chairman directs and the result of such poll shall be deemed
to be the resolution of the meeting at which the poll was demanded as at the
date of the taking of the poll.  The
demand for a poll shall not prevent the continuance of the meeting for the
transaction of any business other than the question on which the poll has been
demanded.  12.Any poll demanded at any meeting on the election of a chairman or on
any question of adjournment shall be taken at the meeting without adjournment.  13.The Fiscal Agent, the relevant Issuer and, in the case of Registered
Instruments, the Registrar (through their respective representatives) and their
respective advisers shall be entitled to attend and speak at any meeting of the
holders of Instruments.  No person shall
be entitled to attend (except as provided above) or to vote at any meeting of
the holders of Instruments or to join with others in requesting the convening
of such a meeting unless he is the holder of an Instrument or a voting
certificate or is a proxy.  14.Subject as provided in paragraph 9 above, at any such meeting (a) on
a show of hands every person who is present (being an individual) in person or
(being a corporation) by a duly authorised representative and (i) who is a
holder of Instruments, and in the case of Bearer Instruments, produces such
Instruments or (ii) who produces a voting certificate or (iii) is a
proxy shall have one vote and (b) on a poll every person who is so present
shall have one vote in respect of each
[            ](24)
principal amount outstanding of Instruments of the relevant Series so
produced or represented by the voting certificate so produced or in respect of
which he is a proxy.  Without prejudice  
 (24)The currency and amount of the
smallest denomination of Instruments available in relation to the particular Series shall
be deemed to be inserted here.  70


to the obligations of the proxies named in
any block voting instruction or form of proxy, any person entitled to more than
one vote need not use all his votes or cast all the votes to which he is
entitled in the same way.  15.A proxy named in any block voting instruction or form of proxy need
not be a holder of an Instrument.  16.Each block voting instruction and each form of proxy, together (if
so required by the relevant Issuer) with proof satisfactory to such Issuer of
its due execution, shall be deposited at such place as such Issuer shall
designate not less than 24 hours before the time appointed for holding the
meeting or adjourned meeting at which the proxy named in the block voting
instruction or form of proxy proposes to vote and in default the block voting
instruction or form of proxy shall not be treated as valid unless the chairman
of the meeting decides otherwise before such meeting or adjourned meeting
proceeds to business.  A certified copy
of each such block voting instruction and form of proxy and satisfactory proof
as aforesaid (if applicable) shall, be deposited with the Issuer at such place
as aforesaid before the commencement of the meeting or adjourned meeting but
such Issuer shall not thereby be obliged to investigate or be concerned with
the validity of, or the authority of the proxy named in, any such block voting
instruction or form of proxy.  17.Without prejudice to paragraph 1, any vote given in accordance with
the terms of a block voting instruction or form of proxy shall be valid
notwithstanding the previous revocation or amendment of the block voting
instruction or form of proxy or of any of the Instrument holders instructions
pursuant to which it was executed, provided that no intimation in writing of such
revocation or amendment shall have been received by the relevant Issuer or by
the chairman of the meeting, in each case not less than 24 hours before the
commencement of the meeting or adjourned meeting at which the block voting
instruction or form of proxy is used.  18.A meeting of the holders of Instruments shall, in respect of the
Instruments of the relevant Series and subject to the provisions contained
in the Conditions, in addition to the powers hereinbefore given, but without
prejudice to any powers conferred on other persons by these presents, have the
following powers exercisable by Extraordinary Resolution only namely:  (a)power with the approval of the relevant Issuer to sanction any
modification, abrogation, variation or compromise of, or arrangement in respect
of, the rights of the holders of Instruments and/or Coupons in respect of the
Instruments of the relevant Series, against the relevant Issuer, whether such
rights shall arise under the Instruments of that Series, the Deed of Covenant executed
by such Issuer or otherwise;  (b)power to assent to any modification to the provisions contained
herein or of the Instruments or Coupons of the relevant Series which shall
be proposed by the Issuer;  71


(c)power to sanction any proposal by the relevant Issuer for the
exchange or substitution for the Instruments of the relevant Series of, or
the conversion of those Instruments into, shares, stock, bonds, debentures,
debenture stock or other obligations or securities of the relevant Issuer or
any other body corporate formed or to be formed otherwise than in accordance
with any provisions of the Conditions applicable to the Instruments of the
relevant Series;  (d)power to assent to any modification of the provisions contained in
the Instruments or the Coupons of the relevant Series, the Conditions thereof,
this Schedule, the Fiscal Agency Agreement or the Deed of Covenant executed by
such Issuer which shall be proposed by the relevant Issuer;  (e)power to waive or authorise any breach or proposed breach by the
relevant Issuer of its obligations under the Conditions applicable to the
Instruments of the relevant Series or any act or omission which might
otherwise constitute an event of default under the Conditions applicable to the
Instruments of the relevant Series;  (f)power to authorise the Fiscal Agent, the Registrar or any other
person to concur in and execute and do all such deeds, instruments, acts and
things as may be necessary to carry out and give effect to any Extraordinary
Resolution;  (g)power to give any authority, direction or sanction which under the
Conditions applicable to the Instruments of the relevant Series is
required to be given by Extraordinary Resolution;  (h)power to appoint any persons (whether holders of Instruments or not)
as a committee or committees to represent the interests of the holders of
Instruments in respect of the Instruments of the relevant Series and to
confer upon such committee or committees any powers or discretions which such
holders of Instruments could themselves exercise by Extraordinary Resolution;
and  (i)power to approve other security as contemplated by Condition 4.01.  Provided that the special quorum provisions contained
in the provisos to paragraphs 5 and 6 shall apply in relation to any Extraordinary
Resolution for the purpose of making modification of the provisions contained
in the Instruments or the Coupons of any Series or the Conditions
applicable thereto which:  (i)varies the date of maturity or any date of redemption of any of the
Instruments of the relevant Series or any date for payment of any
principal or interest in respect thereof; or  (ii)reduces or cancels the principal amount of the Instruments of the
relevant Series or any amount payable thereon, varies any provision
regarding the calculation of the rate of interest or any other amount payable
thereon or  72


varies the rate of discount, rate of
amortisation or any other rate of return applicable thereto; or  (iii)modifies the provisions contained in this Schedule concerning the
quorum required at any meeting of holders of Instruments in respect of the
Instruments of the relevant Series or any adjournment thereof or
concerning the majority required to pass an Extraordinary Resolution; or  (iv)varies the currency in which any payment (or other obligation) in
respect of the Instruments of the relevant Series is to be made; or  (v)amends this proviso in any manner.  19.An Extraordinary Resolution passed at a meeting of the holders of
Instruments in respect of the Instruments of the relevant Series duly
convened and held in accordance with these presents shall be binding upon all
the holders of Instruments of the relevant Series, whether present or not
present at such meeting, and upon all the holders of all Coupons in respect of
Instruments of the relevant Series and each of the holders of Instruments
and Coupons shall, in respect of the Instruments of that Series, be bound to
give effect thereto accordingly.  The
passing of any such resolution shall be conclusive evidence that the
circumstances of such resolution justify the passing thereof.  20.The expression Extraordinary Resolution
when used in these presents means a resolution passed at a meeting of the
holders of Instruments in respect of the Instruments of the relevant Series duly
convened and held in accordance with the provisions contained herein by a
majority consisting of not less than three-fourths of the votes cast thereon.  21.Minutes of all resolutions and proceedings at every such meeting as
aforesaid shall be made and duly entered in books to be from time to time
provided for that purpose by the relevant Issuer and any such minutes as
aforesaid, if purporting to be signed by the chairman of the meeting at which
such resolutions were passed or proceedings transacted or by the chairman of
the next succeeding meeting of the holders of Instruments in respect of the
Instruments of the relevant Series, shall be conclusive evidence of the matters
therein contained and, until the contrary is proved, every such meeting in
respect of the proceedings of which minutes have been made and signed as
aforesaid shall be deemed to have been duly convened and held and all
resolutions passed or proceedings transacted thereat to have been duly passed
and transacted.  22.So long as the relevant Instruments are represented by a global
instrument, for the purposes of this Schedule the holder of the global
instrument shall be deemed to be two persons holding or representing such
principal amount of Instruments as are, at the relevant time, represented by
such global instrument.  23.Any Instruments which have been purchased or are held by (or on
behalf of) the relevant Issuer or any affiliate of the Issuer or ABB Ltd or any
subsidiary of ABB Ltd but which have not been cancelled shall, unless or until
resold, be deemed not to be outstanding for the purposes of this Schedule.  73


THE SIXTH SCHEDULE  FORM OF DEED OF ASSUMPTION  This Deed of Assumption is made on
[        ], [   ]
between [          ] (the Issuer), a company incorporated under the laws of
[          ] whose
registered/principal office is situated at
[          ] and
[          ] (the Substituted Debtor) a company incorporated in
[          ] whose
registered/principal office is situated at
[          ].  WHEREAS:  (A)The Issuer has issued [insert aggregate
principal amount and title of the Instruments] (the Instruments, each holder of such Instruments being an Instrumentholder) [and any interest coupons attached to
such Instruments (the Coupons, each
holder of such Coupons being a Couponholder)]
pursuant to a Fiscal Agency Agreement dated 10 March 1993 and amended and
restated on 24 November 2004 (the Fiscal Agency Agreement)
between Banque Générale du Luxembourg S.A. (the Fiscal Agent),
the Issuer, the other companies named therein as issuers and the paying agents
and registrars named therein.  (B)The Issuer proposes, pursuant to Condition 15 of the Terms and
Conditions of the Instruments (the Conditions) to
substitute the Substituted Debtor as principal debtor in respect of the
Instruments.  NOW THIS DEED WITNESSETH AS FOLLOWS:  1.The Substituted Debtor hereby agrees that, with effect from and
including the effective date hereof, it shall be the Issuer for all purposes
in respect of the Instruments and the Coupons and accordingly it shall assume
all the obligations and liabilities and shall be entitled to all the rights and
benefits on the part of the Issuer contained therein.  2.The Substituted Debtor hereby acknowledges and agrees that, with
effect from and including the effective date hereof:  (a)the Issuer is released from all its liabilities, in its capacity as
issuer of the Instruments, in respect of the Instruments; and  (b)the Conditions are amended in accordance with the Schedule hereto.  3.The Substituted Debtor and the Issuer hereby jointly and severally
agree that the existing [Temporary Global Instrument, Permanent Global
Instrument, Registered Instrument(s) or, as the case may be, Definitive
Instruments] shall continue in full force and effect on the understanding that,
with effect from and including the effective date hereof:  (a)all references to [Name of Issuer]
shall be read and construed as references to the Substituted Debtor; and  74


(b)the Conditions shall be amended as set out in the Schedule hereto,
together with any other consequential amendments which may be appropriate in
order to preserve the rights of the Instrumentholders and (if any)
Couponholders.  4.(A)The
Substituted Debtor and the Issuer hereby acknowledge and covenant that the
benefit of the undertakings and the covenants binding upon them contained in
this Deed of Assumption shall be for the benefit of each and every
Instrumentholder and (if any) Couponholder whether or not such Instrumentholder
or Couponholder was an initial subscriber of such Instrument and each
Instrumentholder and (if any) Couponholder shall be entitled severally to
enforce the said obligations against the Substituted Debtor.  (B)This Deed of Assumption shall be deposited with and held by the
Fiscal Agent and the Substituted Debtor, and the Issuer and the Substituted
Debtor hereby acknowledge the right of every Instrumentholder and Couponholder
to production of this Deed of Assumption and upon request and payment of the
expenses incurred in connection therewith, the production of a copy hereof
certified by the Fiscal Agent to be a true and complete copy.  5.The illegality, invalidity or unenforceability of any provision of
this Deed of Assumption under the law of any jurisdiction shall not affect its
legality, validity or enforceability under the law of any other jurisdiction
nor the legality, validity or enforceability of any other provision.  6.This Deed of Assumption may only be amended in the same way as the
other Conditions of the Instruments are capable of amendment pursuant to the
Fifth Schedule of the Fiscal Agency Agreement.  7.(A)This
Deed of Assumption shall be governed by and construed in accordance with the
laws of England.  (B)The Courts of England are to have jurisdiction to settle any
disputes which may arise out of or in connection with this Deed of Assumption
and accordingly any legal action or proceedings arising out of or in connection
with this Deed of Assumption (Proceedings)
may be brought in such courts.  Each of the
Substituted Debtor and the Issuer irrevocably submits to the jurisdiction of
such courts and waives any objection to Proceedings in such courts whether on
the ground of venue or on the ground that the Proceedings have been brought in
an inconvenient forum.  These submissions
are for the benefit of each of the Instrumentholders and the Couponholders and
shall not limit the right of any of them to take Proceedings in any other court
of competent jurisdiction nor shall the taking of Proceedings in any one or
more jurisdictions preclude the taking of Proceedings in any other jurisdiction
(whether concurrently or not).  (C)Each of the Substituted Debtor and the Issuer irrevocably appoints
ABB Limited at its registered office (presently at Orion House, 5 Upper St.  75


Martins Lane, London WC2H 9EA) as its
authorised agent for service of process in England in respect of any
Proceedings.  If for any reason such
agent shall cease to be such agent for service of process or shall no longer have
a registered office in England, the Substituted Debtor and the Issuer shall
appoint another agent for service of process in England within twenty-one days
and if the Issuer and/or the Substituted Debtor fails to make any such
appointment within twenty-one days, the Fiscal Agent shall be entitled to
appoint such a person by notice to the Issuer and/or the Substituted Debtor.  IN WITNESS
whereof this Deed has been executed by and on behalf of the parties hereto as
of the day and year first above written.  EXECUTED as a deed under Seal by                      ) [the Substituted Debtor]                                          ) acting by
[          ] and
[          ]
                                ) in the presence of:
                                                   )  Witness:  Name:  Address:  Occupation:  Witness:  Name:  Address:  Occupation:  76


EXECUTED as a deed under Seal by                           ) [the Issuer]                                                                     ) acting by
[          ] and
[          ]                                       ) in the presence of:                                                          )  Witness:  Name:  Address:  Occupation:  Witness:  Name:  Address:  Occupation:  77


THE SCHEDULE  Post-Substitution Amendments to the
Conditions of the Instruments of the relevant Series  1.Following any substitution pursuant to Condition 15, the Conditions
of the Instruments of the relevant Series shall apply as if all references
to the Issuer therein were to the Substituted Debtor.  2.In the event that ABB Ltd shall become the Substituted Debtor the
Conditions shall apply with the following further amendments:  (i)Conditions 4.02, 4.03 and Condition 7.01(v) shall not apply to
such Instruments;  (i)the words ... its obligation set out in Condition 4.02 ... to ...
performance or observance of any of its other... in lines 1 to 5 of Condition
7.01(ii) shall be deleted and replaced by the word any;  (ii)Condition 15 shall not apply to such Instruments and, in respect of
such Instruments, shall be deemed to be replaced with the following:  the Issuer may be replaced, and any direct
or indirect subsidiary of the Issuer may be substituted for the Issuer, as
principal debtor in respect of the Instruments, without the consent of the
Holders of the Instruments or Coupons. 
If the Issuer shall determine that any such subsidiary shall become the
principal debtor (in such capacity, the Substituted Debtor),
the Issuer shall give not less than 30 nor more than 45 days notice, in
accordance with Condition 14, to the Holders of the Instruments of such event
and, immediately on the expiry of such notice, the Substituted Debtor shall
enter into a Deed of Assumption, the form of which is set out in the Sixth Schedule to
the Fiscal Agency Agreement and become the principal debtor in respect of the
Instruments in place of the Issuer and the Holders of the Instruments shall
thereupon cease to have any rights or claims whatsoever against the
Issuer.  However, no such substitution
shall take effect (i) until such Substituted Debtor shall have entered
into a keep-well agreement with ABB Ltd substantially in the form of other
keep-well agreements entered into by ABB Ltd with certain of its direct or
indirect subsidiaries, (ii) until such Substituted Debtor shall have
executed a deed of covenant substantially in the form of the Deed of Covenant, (iii) in
any case, until the Substituted Debtor shall have provided such documents as
may be necessary to make the Deed of Assumption, the Instruments, the Fiscal
Agency Agreement, such deed of covenant and such keep-well agreement the legal,
valid and binding obligations of, as appropriate, the Substituted Debtor and
ABB Ltd together with legal opinions, either unqualified or subject only to
normal, usual or appropriate qualifications and assumptions to the effect that
the Deed of Assumption, the Instruments, the Fiscal Agency Agreement, such deed
of covenant and such keep-well agreement are legal, valid and binding  78


obligations of, as appropriate, ABB Ltd and
the Substituted Debtor, (iv) the Substituted Debtor shall have obtained
all necessary governmental and regulatory approvals and consents, if any, for
the substitution, and (v) the Substituted Debtor shall have appointed the
process agent appointed by the Issuer in Condition 18.3 as its agent in England
to receive service of process on its behalf in relation to any legal action or
proceedings arising out of or in connection with the Instruments and the
Coupons.  Upon any such substitution, the
Instruments and Coupons will, if necessary, be deemed to be modified in all
appropriate respects.  79


THE SEVENTH SCHEDULE  Regulations
Concerning Transfers Of Registered InstrumentsAnd Exchanges Of Bearer
Instruments For Registered InstrumentS  1.Each Registered Instrument shall be in a principal amount equal to
the minimum denomination specified in the relevant Pricing Supplement or an
integral multiple thereof.  2.The Registered Instruments are transferable in a principal amount
equal to the minimum denomination specified in the relevant Pricing Supplement
or an integral multiple thereof by execution of the form of transfer endorsed
under the hand of the transferor or of a duly appointed attorney on its behalf
or, where the transferor is a corporation, under its seal or signed on its
behalf by its duly appointed attorney or a duly authorised officer or officers
of the corporation.  In this Schedule transferor
shall where the context permits or requires include joint transferors and be
construed accordingly.  3.The Registered Instrument to be transferred must be delivered for
registration to the specified office of the Registrar accompanied by such other
evidence (including legal opinions) as the Registrar may reasonably require to
prove the title of the transferor or his right to transfer the Registered
Instrument and his identity and, if the form of transfer is executed by some
other person on his behalf or in the case of the execution of a form of
transfer on behalf of a corporation by an officer or officers or an attorney,
the authority of that person or those persons to do so.  The signature of the person effecting a
transfer of a Registered Instrument shall conform to any list of duly
authorised specimen signatures supplied by the registered holder or be
certified by a recognised bank, notary public or in such other manner as the
Registrar may require.  4.The executors or administrators of a deceased holder of a Registered
Instrument (not being one of several joint holders) and in the case of the
death of one or more of joint holders the survivor or survivors of such joint
holders shall be the only persons recognised by the relevant Issuer as having
any title to such Registered Instruments.  5.Any person becoming entitled to Registered Instruments in
consequence of the death or bankruptcy of the holder of such Registered
Instruments may, upon producing such evidence that he holds the position in
respect of which he proposes to act under this paragraph or of his title as the
Issuer shall require (including legal opinions), be registered himself as the
holder of such Registered Instruments or, subject to the preceding paragraphs
as to transfer, may transfer such Registered Instruments.  The relevant Issuer and the Registrar may
retain any amount payable upon the Registered Instruments to which any person
is so entitled until such person shall be so registered or shall duly transfer
the Registered Instruments.  6.Unless otherwise requested by him and agreed by the relevant Issuer,
the holder of Registered Instruments or the holder of Bearer Instruments, the
subject of a request for an exchange for Registered Instruments shall be
entitled to receive only one Registered  80


Instrument in respect of his holding or in
respect of the Bearer Instruments, the subject of a particular request for an
exchange.  7.The joint holders of a Registered Instrument shall be entitled to
one Registered Instrument only in respect of their joint holding which shall,
except where they otherwise direct, be delivered to the joint holder whose name
appears first in the Register in respect of the joint holding.  8.Where there is more than one transferee (to hold other than as joint
holders), separate forms of transfer (obtainable from the specified office of
the Registrar) must be completed in respect of each new holding.  9.Where a holder of a Registered Instrument has transferred part only
of his holding comprised therein there shall be delivered to him a Registered
Instrument in respect of the balance of such holding.  10.The relevant Issuer, the Registrar and the Fiscal Agent shall, save
in the case of the issue of replacement Registered Instruments, make no charge
to the holders for the registration of any holding of Registered Instruments or
any transfer of Registered Instruments or in respect of any exchange of Bearer
Instruments for Registered Instruments or for the issue of any Registered
Instruments or for the delivery of Registered Instruments at the specified
office of the Registrar.  11.Subject always to the terms and conditions applicable to the
Instruments of the relevant Series, the Registrar will within three Relevant
Banking Days of the transfer date or the exchange date applicable to a transfer
of Registered Instruments or an exchange of Bearer Instruments for Registered
Instruments make available at its specified office a new Registered Instrument
in respect of the Registered Instrument transferred or in respect of Bearer
Instruments the subject of a request for an exchange for Registered
Instruments.  In the case of a transfer
of part only of a Registered Instrument, a new Registered Instrument in respect
of the balance of the Registered Instrument transferred will be so delivered to
the transferor.  81


THE EIGHTH SCHEDULE  THE
SPECIFIED OFFICES OF THE PAYING AGENTS AND THE REGISTRARS  The Fiscal Agent and Principal Registrar:Banque Générale du Luxembourg S.A.50, Avenue
  J.F. KennedyL-2951
  LuxembourgTelex:
  
  3401 BGL luFax:
  
  +352 4242 4200Attention:
  
  Fiscal and Paying Agency DepartmentThe other Paying Agent:Banque MeesPierson BGL S.A.57 RennwegCH-8023
  ZurichSwitzerlandTelex:
  
  BGL Zürich 813003 BGL CHFax:
  
  +41 12119908The Alternative Registrar:JPMorgan
  Chase Bank, N.A.15th
  Floor450 West 33rd
  StreetNew York,
  N.Y. 10001 2697United
  States of AmericaTelephone:
  
  +1 212 946 3009Fax:
  
  +1 212 946 8177Attention:
  
  Manager, Institutional Trust Services  82


SIGNATURES  ABB INTERNATIONAL FINANCE LIMITED  By:
  /s/ C.J. Noon
  
  By:
  /s/ A. HallChris Noon
  
  Alex Hall  ABB CAPITAL B.V.  By:
  /s/ A. Storck
  
  By:
  /s/ B. van ReijnAlfred Storck
  
  Brian van Reijn  BANQUE GENERALE DU LUXEMBOURG
S.A. as Fiscal Agent and Principal Registrar  By:
  /s/ R. Genot
  
  By:
  /s/ J. MoesRobert GENOT
  
  Jean-Marie MOESHead of Settlements & Custody
  
  Head of Back-Offices & SecuritiesHandling  BANQUE MEESPIERSON BGL S.A. as Paying Agent  By:
  /s/ R. Augustin
  
  By:
  /s/ Ch. SchenkR. Augustin
  
  Ch. Schenk  JPMORGAN CHASE BANK, N.A. as Alternative Registrar  By:
  /s/ Andrew R.Dellow  83