Exhibit 1.1  ABB Ltd, Zurich  Articles of Incorporation


Articles of Incorporation of ABB Ltd, Zurich as of November 24, 2008  This is a translation of the original
German version. In case of any discrepancy, the German version shall prevail.  Section 1: Name, Place of Incorporation, Purpose and
Duration  Name, Place of Incorporation Article 1 Under
the name ABB
Ltd ABB
AG ABB
SA there
exists a corporation with its place of incorporation in Zurich.  Purpose Article 2 1The purpose of the Company is to hold
interests in business enterprises, particularly in enterprises active in the
areas of industry, trade and services. 2The Company may acquire, encumber, exploit or
sell real estate and intellectual property rights in Switzerland and abroad and
may also finance other companies. 3The Company may engage in all types of
transactions and may take all measures that appear appropriate to promote, or
that are related to, the purpose of the Company.  Duration Article 3 The
duration of the Company shall be unlimited.  Section 2: Share Capital  Share Capital Article 4 1The share capital of the Company is CHF
4,692,041,526.70 and is divided into 2,322,792,835 fully paid registered
shares. Each share has a par value of CHF 2.02. 2Upon resolution of the General Meeting of
Shareholders, registered shares may be converted into bearer shares and bearer
shares may be converted into registered shares.  1


Contingent Share Capital  Article 4bis 1   The share
capital may be increased in an amount not to exceed CHF 424,200,000 through the
issuance of up to 210,000,000 fully paid registered shares with a par value of
CHF 2.02 per share, a)up to the amount of CHF 404,000,000 through
the exercise of conversion rights and/or warrants granted in connection with
the issuance on national or international capital markets of newly or already
issued bonds or other financial market instruments by the Company or one of its
group companies, and b)up to the amount of CHF 20,200,000 through the
exercise of warrant rights granted to the shareholders by the Company or one of
its group companies. The Board of Directors may grant warrant rights not taken
up by shareholders for other purposes in the interest of the Company. The
pre-emptive rights of the shareholders shall be excluded in connection with the
issuance of convertible or warrant-bearing bonds or other financial market
instruments or the grant of warrant rights. The then current owners of
conversion rights and/or warrants shall be entitled to subscribe for the new
shares. The conditions of the conversion rights and/or warrants shall be
determined by the Board of Directors. 2The acquisition of shares through the exercise
of conversion rights and/or warrants and each subsequent transfer of the shares
shall be subject to the restrictions of art. 5 of these Articles of
Incorporation. 3In connection with the issuance by the Company
or one of its group companies of convertible or warrant-bearing bonds or other
financial market instruments, the Board of Directors shall be authorized to
restrict or deny the advance subscription rights of shareholders if such
issuances are for the purpose of financing or refinancing the acquisition of an
enterprise, parts of an enterprise, participations or new investments or the
issuance on national or international capital markets. If advance subscription
rights are denied by the Board of Directors, the following shall apply: the
convertible or warrant-bearing bonds or other financial market  2


instruments
shall be issued at the relevant market conditions and the new shares shall be
issued pursuant to the relevant market conditions taking into account the share
price and/or other comparable instruments having a market price. Conversion
rights may be exercised during a maximum 10-year period, and warrants may be
exercised during a maximum 7-year period, in each case from the date of the
respective issuance. The advance subscription rights of the shareholders may be
granted indirectly. 4The share capital may be increased in an
amount not to exceed CHF 75,794,278.40 through the issuance of up to 37,521,920
fully paid registered shares with a par value of CHF 2.02 per share by the
issuance of new shares to employees of the Company and group companies. The
pre-emptive and advance subscription rights of the shareholders of the Company
shall thereby be excluded. The shares or rights to subscribe for shares shall
be issued to employees pursuant to one or more regulations to be issued by the
Board of Directors, taking into account performance, functions, levels of
responsibility and profitability criteria. Shares or subscription rights may be
issued to employees at a price lower than that quoted on the stock exchange. 5The acquisition of shares within the context
of employee share ownership and each subsequent transfer of the shares shall be
subject to the restrictions of art. 5 of these Articles of Incorporation.  Authorized
Share Capital Article 4ter 1The Board of Directors shall be authorized to
increase the share capital in an amount not to exceed CHF 404,000,000 through
the issuance of up to 200,000,000 fully paid registered shares with a par value
of CHF 2.02 per share by not later than May 3, 2009. Increases in partial
amounts shall be permitted. 2The subscription and acquisition of the new
shares, as well as each subsequent transfer of the shares, shall be subject to
the restrictions of art. 5 of these Articles of Incorporation.  3


3The Board of Directors shall determine the
date of issue of new shares, the issue price, the type of payment, the
conditions for the exercise of pre-emptive rights, and the beginning date for
dividend entitlement. In this regard, the Board of Directors may issue new
shares by means of a firm underwriting through a banking institution, a
syndicate or another third party with a subsequent offer of these shares to the
shareholders. The Board of Directors may permit pre-emptive rights that have not
been exercised to expire or it may place these rights and/or shares as to which
pre-emptive rights have been granted but not exercised, at market conditions or
use them for other purposes in the interest of the Company. 4The Board of Directors is further authorized
to restrict or deny the pre-emptive rights of shareholders and allocate such
rights to third parties if the shares are to be used: a)for
the acquisition of an enterprise, parts of an enterprise, or participations, or
for new investments, or, in case of a share placement, for the financing or
refinancing of such transactions; or b)for the
purpose of broadening the shareholder constituency in connection with a listing
of shares on domestic or foreign stock exchanges.  Share Register and Restrictions on Registration, Nominees Article 5 1The Company shall maintain a share register
listing the surname and first name (in the case of legal entities, the company
name) and address of the holders and usufructuaries of the registered shares. 2Acquirors
of registered shares shall be registered upon request in the share register as
shareholders with the right to vote, provided that they expressly declare that
they acquired the registered shares in their own name and for their own
account.  4


3If persons fail to expressly declare in their
registration applications that they hold the shares for their own account (the
Nominees), the Board of Directors shall enter such persons in the share
register with the right to vote, provided that the Nominee has entered into an
agreement with the Board of Directors concerning his status and is subject to a
recognized bank or financial market supervision. 4After hearing the registered shareholder or
Nominee, the Board of Directors may cancel registrations in the share register,
retroactive to the date of registration, if such registrations were made based
on incorrect information. The relevant shareholder or Nominee shall be informed
immediately as to the cancellation. 5The Board of Directors shall regulate the
details and issue the instructions necessary for compliance with the preceding
provisions. In special cases, it may grant exemptions from the rule concerning
Nominees. The Board of Directors may delegate its duties. 6Notwithstanding paras. 24 of this article,
acquirors of registered shares may be registered in the share register with
Värdepapperscentralen VPC AB (VPC) in accordance with Swedish law.  Share Certificates Article 6 1The shareholder may at any time request the
Company to issue a confirmation of the number of registered shares held by such
shareholder. The shareholder is not entitled, however, to request the printing
and delivery of certificates for registered shares. The Company may, on the
other hand, at any time print and deliver certificates for registered shares,
and may, with the consent of the shareholder, destroy issued certificates that
are delivered to it, without replacement. 2Uncertificated registered shares, including
any uncertificated rights arising thereunder, may be transferred only by way of
assignment. The assignment must be notified to the Company in order to be
valid.  5


3Uncertificated registered shares and the
pecuniary rights associated therewith may be pledged only by way of a written
agreement, and only in favor of the bank at which the shareholder holds such
shares in book-entry form. Notification to the Company shall not be necessary.
Uncertificated registered shares registered with VPC may be pledged in
accordance with Swedish law. 4In the event that shares are printed, they
shall bear the signatures of two members of the Board of Directors. These
signatures may be facsimile signatures. 5The Company may in any event issue
certificates representing more than one share.  Exercise of Rights Article 7 1The Company shall only accept one
representative per share. 2The right to vote and rights relating thereto
under a registered share may be exercised vis-à-vis the Company only by a
shareholder, usufructuary or Nominee registered in the share register with the
right to vote.  Dividend Access Facility Article 8 1The Company has established a dividend access
facility under which shareholders who are resident in Sweden have the option to
be registered with VPC as holders of a total of up to 600,004,716 registered
shares of the Company, with suspended dividend entitlement. The claim to
dividends against the Company on such registered shares shall be suspended as
long as such registered shares are registered with VPC. In lieu thereof, on
each such registered share, an amount equivalent to the dividend resolved on a
registered share of the Company shall be paid in Swedish kronor by ABB Norden
Holding AB based on the dividend entitlement on a preference share. 2In deciding on the appropriation of dividends,
the General Meeting of Shareholders shall take into account that the Company
will pay dividends only on shares that do not participate in the dividend
access facility.  6


Section 3: Corporate Bodies  A. General Meeting of Shareholders  Competence Article 9 The
General Meeting of Shareholders is the supreme body of the Company.  Ordinary General Meetings Article 10 The
Ordinary General Meeting of Shareholders shall be held each year within six
months after the close of the fiscal year of the Company; the business report
and the Auditors report, together with the Group Auditors report, shall be
made available for inspection by the shareholders at the place of incorporation
of the Company by no later than twenty days prior to the meeting. Each
shareholder is entitled to request immediate delivery of a copy of these
documents. Shareholders will be notified of this in writing.  Extraordinary General Meetings Article 11 1Extraordinary General Meetings of Shareholders
shall be held when deemed necessary by the Board of Directors or the Auditors. 2Furthermore, Extraordinary General Meetings of
Shareholders shall be convened upon resolution of a General Meeting of
Shareholders or if this is requested by one or more shareholders who represent
an aggregate of at least one-tenth of the share capital and who submit a
petition signed by such shareholder(s), specifying the items for the agenda and
the proposals.  Notice of General Meetings Article 12 1Notice of General Meetings of Shareholders
shall be given by the Board of Directors or, if necessary, by the Auditors, by
no later than twenty days prior to the meeting date. Notice of the meeting
shall be given by way of an announcement appearing once in the official
publication organ of the Company. Shareholders may also  7


be
informed by ordinary mail. Liquidators and representatives of bondholders shall
also be entitled to call a General Meeting of Shareholders. 2The notice of a meeting shall state the items
on the agenda and the proposals of the Board of Directors and of the
shareholders who demanded that a General Meeting of Shareholders be held or that
an item be included on the agenda and, in case of elections, the names of the
nominated candidates.  Agenda Article 13 1One or more shareholders whose combined
shareholdings represent an aggregate par value of at least CHF 808,000 may
demand that an item be included on the agenda of a General Meeting of
Shareholders. Such inclusion must be requested in writing at least forty days
prior to the meeting and shall specify the agenda items and proposals of such
shareholder(s). 2No resolutions may be passed at a General
Meeting of Shareholders concerning agenda items for which proper notice was not
given. This provision shall not apply, however, to proposals made during a
General Meeting of Shareholders to convene an Extraordinary General Meeting of
Shareholders or to initiate a special audit. 3No previous notification shall be required for
proposals concerning items included on the agenda and for debates as to which
no vote is taken.  Presiding Officer, Minutes, Vote Counters Article 14 1The General Meeting of Shareholders shall be
held at the place of incorporation of the Company, unless the Board of
Directors decides otherwise. The Chairman of the Board or, in his absence, a
Vice-Chairman or any other Member appointed by the Board, shall take the chair. 2The presiding officer shall appoint the
secretary and the vote counters. The minutes shall be signed by the presiding
officer and the secretary.  8


3 The presiding officer shall have all powers and
authority necessary to ensure the orderly and undisturbed conduct of the
General Meeting of Shareholders.  Proxies Article 15 1The Board of Directors shall issue procedural rules regarding
participation in and representation at the General Meeting of Shareholders. 2A shareholder may be represented only by his
legal representative, another shareholder with the right to vote, a corporate
body (Organvertreter), an independent proxy (unabhängiger
Stimmrechtsvertreter), or a depositary (Depotvertreter). All shares held by one
shareholder may be represented by only one representative.  Voting Rights Article 16 Subject
to art. 5 para. 2 of these Articles of Incorporation, each share shall grant
the right to one vote.  Resolutions, Elections Article 17 1Unless otherwise required by law, the General
Meeting of Shareholders shall pass resolutions and decide elections upon an
absolute majority of the votes represented. 2Resolutions and elections shall be decided by
a show of hands, unless a secret ballot is resolved by the General Meeting of
Shareholders or is ordered by the presiding officer. The presiding officer may
also arrange for resolutions and elections to be carried out by electronic
means. Resolutions and elections carried out by electronic means are deemed to
have the same effect as secret ballots. 3The presiding officer may at any time order
that an election or resolution decided by a show of hands be repeated through a
secret ballot if, in his view, the results of the vote are in doubt. In this
case, the preceding decision by a show of hands shall be deemed to have not
occurred. 4If the first ballot fails to result in an
election and more than one candidate is standing for election, the presiding
officer shall order a second ballot in which a relative majority shall be
decisive.  9


Specific Powers of the General Meeting Article 18 The
following powers shall be vested exclusively in the General Meeting of
Shareholders: a)adoption and amendment of the Articles of
Incorporation; b)election of the members of the Board of
Directors, the Auditors, the Group Auditors and the Special Auditors; c)approval of the annual report and the
consolidated financial statements; d)approval of the annual financial statements
and deciding on the allocation of profits shown on the balance sheet, in particular
with regard to dividends; e)granting discharge to the members of the Board
of Directors and the persons entrusted with management; f)passing resolutions as to all matters reserved
to the authority of the General Meeting by law or under these Articles of Incorporation
or that are submitted to the General Meeting by the Board of Directors, subject
to art. 716a Swiss Code of Obligations.  Special Quorum Article 19 The
approval of at least two-thirds of the votes represented shall be required for
resolutions of the General Meeting of Shareholders with respect to: a)a modification of the purpose of the Company; b)the creation of shares with increased voting
powers; c)restrictions on the transfer of registered
shares and the removal of such restrictions; d)restrictions on the exercise of the right to
vote and the removal of such restrictions; e)an authorized or conditional increase in share
capital; f)an increase in share capital through the
conversion of capital surplus, through an in-kind contribution or in exchange
for an acquisition of property, and a grant of special benefits; g)the restriction or denial of pre-emptive
rights; h)a transfer of the place of incorporation of
the Company; i)the dissolution of the Company.  10


B. Board of Directors  Number of Directors Article 20 The
Board of Directors shall consist of no less than 7 and no more than 13 members.  Term of Office Article 21 1The term of office of the members of the Board
of Directors shall be one year. In this regard, one year shall mean the period
between two Ordinary General Meetings of Shareholders. 2Members of the Board of Directors whose terms
of office have expired shall be immediately eligible for re-election.  Organization of the Board, Remuneration Article 22 1The Board of Directors shall elect from among
its members one Chairman. It shall appoint a secretary who need not be a member
of the Board. 2The members of the Board of Directors shall be
entitled to the reimbursement of all expenses incurred in the interests of the
Company, as well as remuneration for their services that is appropriate in view
of their functions and responsibilities. The amount of the remuneration shall
be fixed by the Board of Directors or a committee of the Board of Directors.  Convening of Meetings Article 23 The
Chairman shall convene meetings of the Board of Directors if and when the need
arises or whenever a member or the chief executive officer so requests in
writing.  Resolutions Article 24 1In order to pass resolutions, at least a
majority of the members of the Board of Directors must be present. No
attendance quorum shall be required for resolutions of the Board of Directors
providing for the confirmation of capital increases or for the amendment of the
Articles of Incorporation in connection therewith.  11


2Resolutions of the Board of Directors shall be
adopted upon a majority of the votes cast. In the event of a tie, the Chairman
shall have the casting vote. 3Resolutions may be passed by way of
circulation (in writing), provided that no member requests oral deliberation.  Specific Powers of the Board Article 25 1The Board of Directors has, in particular, the
following nondelegable and inalienable duties: a)the
ultimate direction of the business of the Company and the issuance of the
necessary instructions; b)the
determination of the organization of the Company; c)the
administration of accounting, financial control and financial planning; d)the
appointment and removal of the persons entrusted with management and
representation of the Company; e)the
ultimate supervision of the persons entrusted with management of the Company,
specifically in view of their compliance with law, these Articles of
Incorporation, the regulations and directives; f)the
preparation of business reports, the preparations for the General Meetings of
Shareholders and the implementation of the resolutions adopted by the General
Meetings of Shareholders; g)the adoption
of resolutions concerning an increase in share capital to the extent that such
power is vested in the Board of Directors (art. 651 para. 4 Swiss Code of
Obligations) and of resolutions concerning the confirmation of capital
increases and corresponding amendments to the Articles of Incorporation, as
well as making the required report on the capital increase; h)the
examination of the professional qualifications of the qualified auditors; i)notification
of the court if liabilities exceed assets.  12


2In addition, the Board of Directors may pass
resolutions with respect to all matters that are not reserved to the authority
of the General Meeting of Shareholders by law or under these Articles of
Incorporation.  Delegation of Powers Article 26 Subject
to art. 25 of these Articles of Incorporation, the Board of Directors may
delegate management of the Company in whole or in part to individual directors
or to third persons (Executive Committee) pursuant to regulations governing the
internal organization.  Signature Power Article 27 The
due and valid representation of the Company by members of the Board of
Directors or other persons shall be set forth in regulations governing the
internal organization.  C. Auditors  Term, Powers and Duties Article 28 1The Auditors, which shall be elected by the
General Meeting of Shareholders each year, shall have the powers and duties
vested in them by law.  13


Section 4: Annual Financial Statements,
Consolidated Financial Statements and Profit Allocation  Fiscal Year, Business Report Article 29 1The fiscal year shall close as of December 31
of each year, closing for the first time on December 31, 1999. 2For each fiscal year, the Board of Directors
shall prepare a business report including the annual financial statements
(consisting of the profit and loss statements, balance sheet and notes to the
financial statements), the annual report and the consolidated financial
statements.  Allocation of Profit Shown on the Balance Sheet,
Reserves Article 30 1The profit shown on the balance sheet shall be
allocated by the General Meeting of Shareholders within the limits set by
applicable law. The Board of Directors shall submit its proposals to the
General Meeting of Shareholders. 2Further reserves may be taken in addition to
the reserves required by law. 3Dividends that have not been collected within
five years after their expiry date shall pass to the Company and be allocated
to the general reserves.  Section 5: Announcements, Communications  Announcements, Communications Article 31 1The official publication organ of the Company
shall be the Swiss Official Gazette of Commerce. 2To the extent that personal notification is
not mandated by law, all communications to the shareholders shall be deemed
valid if published in the Swiss Official Gazette of Commerce. Written
communications by the Company to its shareholders shall be sent by ordinary
mail to the last address of the shareholder or authorized recipient entered in
the share register.  14


Section 6: In-Kind Contributions and Acquisitions
of Property  In-Kind Contributions Article 32 1Pursuant to an in-kind contribution agreement
by and between the Company and Credit Suisse First Boston, in Zurich, dated June 26,
1999, the Company, in connection with the capital increase dated June 26,
1999, shall acquire from Credit Suisse First Boston, in Zurich, as trustee of
the former shareholders of ABB Participation AG (former ABB AG), in Baden,
5,453,500 fully paid registered shares of ABB Participation AG (former ABB AG)
with a par value of CHF 10 per share and 7,904,200 bearer shares of ABB
Participation AG (former ABB AG) with a par value of CHF 50 per share. These
shares will be acquired at a total value of CHF 3,328,079,400. In consideration
for such contribution in-kind, the Company shall issue to Credit Suisse First
Boston, as trustee of the former shareholders of ABB Participation AG (former ABB
AG), a total of 145,807,329 fully paid registered shares with an aggregate par
value of CHF 1,458,073,290. The Company shall allocate the difference between
the total par value of the issued shares and the net book value of the in-kind
contribution in the total amount of CHF 1,870,006,110 to the reserves. 2Pursuant to an in-kind contribution agreement
by and between the Company and Skandinaviska Enskilda Banken AB (publ), in
Stockholm, dated June 26, 1999, the Company, in connection with the
capital increase dated June 26, 1999, shall acquire from Skandinaviska
Enskilda Banken AB (publ), in Stockholm, as trustee of the former shareholders
of ABB Participation AB (former ABB AB), in Västerås, 651,813,826 A shares of
ABB Participation AB (former ABB AB) and 241,261,761 B shares of ABB
Participation AB (former ABB AB). These shares will be acquired at a total
value of CHF 3,260,285,190. In consideration for such contribution in-kind, the
Company shall issue to Skandinaviska Enskilda Banken AB (publ), as trustee of
the former shareholders of ABB Participation AB (former ABB AB), a total of
142,830,293 fully paid registered shares with an aggregate par value of CHF
1,428,302,930. The  15


Company
shall allocate the difference between the total par value of the issued shares
and the net book value of the in-kind contribution in the total amount of CHF
1,831,982,260 to the reserves.  Acquisitions of Property Article 33 1Pursuant to an acquisition of property agreement
dated June 26, 1999, the Company, following the capital increase dated June 26,
1999, will acquire from Asea Holding AB, in Västerås, 16,383,744 A shares and
28,453,689 B shares of ABB Participation AB (former ABB AB), in Västerås, at a
price of CHF 71,708,860. 2Following
the capital increase dated June 26, 1999, the Company intends to acquire
from the remaining public shareholders of ABB Participation AG (former ABB AG),
in Baden, or in the cancellation procedure pursuant to art. 33 SESTA all shares
of ABB Participation AG (former ABB AG) which were not tendered to the Company
in connection with the exchange offer dated March 26, 1999, in exchange
for the Companys own registered shares based on the exchange offer dated March 26,
1999.  16


ABB Ltd P.O. Box CH-8050
Zurich Telephone +41 (0)43 317 71 11 Telefax+41 (0)43 317 44 20 www.abb.com