**Exhibit 2.4**

** **
|            | **LIMITED  LIABILITY PARTNERSHIP** |
|------------|------------------------------------|
|       |
| ** ** |
| ** ** | **EXECUTION  COPY**                |

 

 

**ABBINTERNATIONAL FINANCE LIMITED**

as issuer

**PROGRAMMEFOR THE ISSUANCE OF DEBT INSTRUMENTS**

**AMENDED AND RESTATED DEALERSHIP AGREEMENT**

**20December 2006**

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**CONTENTS**

 
| Clause     | ** ** | **Page**                                                                                                                                                          |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                              |   |   |
| 1.         |       | Definitions                                                                                                                                                       |   | 2 |
|       |       |                                                                                                                                                              |   |   |
| 2.         |       | Issuance Of Instruments                                                                                                                                           |   | 4 |
|       |       |                                                                                                                                                              |   |   |
| 3.         |       | Representations, Warranties And Undertakings By The  Issuer And ABB Ltd                                                                                           |   | 7 |
|       |       |                                                                                                                                                              |   |   |
| 4.         |       | Undertakings By The Dealers                                                                                                                                       |   | 16 |
|       |       |                                                                                                                                                              |   |   |
| 5.         |       | Indemnity                                                                                                                                                         |   | 17 |
|       |       |                                                                                                                                                              |   |   |
| 6.         |       | Costs And Expenses                                                                                                                                                |   | 18 |
|       |       |                                                                                                                                                              |   |   |
| 7.         |       | Notices And Communications                                                                                                                                        |   | 20 |
|       |       |                                                                                                                                                              |   |   |
| 8.         |       | Changes In Dealers                                                                                                                                                |   | 20 |
|       |       |                                                                                                                                                              |   |   |
| 9.         |       | Increase In Authorised Amount                                                                                                                                     |   | 21 |
|       |       |                                                                                                                                                              |   |   |
| 10.        |       | Change In Issuers                                                                                                                                                 |   | 22 |
|       |       |                                                                                                                                                              |   |   |
| 11.        |       | Law And Jurisdiction                                                                                                                                              |   | 22 |
|       |       |                                                                                                                                                              |   |   |
| 12.        |       | Modification And Amendment                                                                                                                                        |   | 23 |
|       |       |                                                                                                                                                              |   |   |
| 13.        |       | Counterparts                                                                                                                                                      |   | 23 |
|       |       |                                                                                                                                                              |   |   |
| 14.        |       | Contracts (Rights Of Third Parties) Act 1999                                                                                                                      |   | 23 |
|       |       |                                                                                                                                                              |
| SCHEDULE 1 |       | SELLING RESTRICTIONS                                                                                                                                              |   | 24 |
|       |       |                                                                                                                                                              |   |   |
| SCHEDULE 2 |       | CONDITIONS PRECEDENT                                                                                                                                              |   | 28 |
|       |       |                                                                                                                                                              |   |   |
| SCHEDULE 3 |       | DEALER ACCESSION LETTER                                                                                                                                           |   | 30 |
|       |       |                                                                                                                                                              |   |   |
| SCHEDULE 4 |       | SPECIMEN FORM OF RECORD OF RELEVANT AGREEMENT  APPROPRIATE WHERE A GROUP OF DEALERS ARE JOINTLY AND SEVERALLY AGREEING TO  SUBSCRIBE FOR THE RELEVANT INSTRUMENTS |   | 32 |
|       |       |                                                                                                                                                              |   |   |
| SCHEDULE 5 |       | NOTICE OF INCREASE OF AUTHORISED AMOUNT                                                                                                                           |   | 34 |
|       |       |                                                                                                                                                              |   |   |
| SCHEDULE 6 |       | UNDERTAKING FROM NEW ISSUER                                                                                                                                       |   | 35 |
|       |       |                                                                                                                                                              |   |   |
| SCHEDULE 7 |       | NOTICE DETAILS                                                                                                                                                    |   | 36 |
|            |            |                                                                                                                                                                   |  |  |  |  |

 

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**THIS AMENDED AND RESTATEDDEALERSHIP AGREEMENT** is made on 20****December 2006 and replaces the Amended and Restated DealershipAgreement dated 8 December 2005.

**BETWEEN**

(1)                            **ABB INTERNATIONAL FINANCE LIMITED**(“**AIFLTD**”)(the “**Issuer**” which expression shall includeany New Issuer (as defined in Clause 10.2) which has become a party to thisAgreement as an Issuer and shall exclude any entity which shall have ceased tobe a party to this Agreement as an Issuer);

(2)                            **ABB LTD**; and

(3)                            **MORGAN STANLEY & CO. INTERNATIONAL LIMITED**(the “**Dealer**”, which expression shall include any institution(s)appointed as a dealer in accordance with Clause 8.1(b), together with theDealer, the “**Dealers**” and, save asspecified herein, excludes any institution(s) whose appointment as a Dealer hasbeen terminated in accordance with Clause 8.1(a)) provided that where any suchinstitution has been appointed as Dealer in relation to a particular Tranche(as defined below) of Instruments, the expression “Dealer” or “Dealers” shallonly mean or include such institution in relation to such Tranche).

**WHEREAS**

(A)                        The Issuerestablished a programme (the “**Programme**”) forthe issuance of debt instruments (the “**Instruments**”,which expression shall refer only to those debt instruments issued under theProgramme), in connection with which Programme they entered into a dealershipagreement dated 10 March 1993, as amended and restated on  8 December 2005 (the “**OriginalDealership Agreement**”), the Fiscal Agency Agreement and executed anddelivered the Deed of Covenant.

(B)                          ABB Ltdhas given certain undertakings to the Issuer pursuant to a keep-well agreementeffective as of 31 March 2000 (the “**Keep-WellAgreement**”), which expressions shall include, where the context soadmits, any keep-well agreement between ABB Ltd and a New Issuer.  The Keep-Well Agreement is not a guarantee byABB Ltd of the Instruments.

(C)                          Instrumentsmay be issued on a listed or unlisted basis. The Issuer has made an application to SWX Swiss Exchange (“**SWX**”) for the approval of the Programme.  For a period of twelve months following suchapproval Instruments issued under the Programme can be submitted for listing onSWX.

(D)                         Theparties hereto wish to record the arrangements agreed between them in relationto the sale by the Issuer and the purchase by Dealers from time to time ofInstruments.

**IT IS AGREED** asfollows:

# 1.**                                 DEFINITIONS**

## 1.1                           For thepurposes of this Agreement:

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“**thisAgreement**” includes any amendment or supplement hereto (includingany supplemental agreement executed pursuant to Clause 8.1(b) and anyundertaking executed pursuant to Clause 10.2(i)) and the expressions ‘herein’and ‘hereto’ shall be construed accordingly;

“**AnnualReport**” means the most recently published publicly available auditedfinancial statements of the Issuer or, as the case may be, ABB Ltd, whetherconsolidated or non-consolidated (including the report of the auditorsthereon);

“**AuthorisedAmount**” means the amount of United States Dollars (“**U.S.$**”) 5,250,000,000 or such other amount as may have beenauthorised pursuant to Clause 9 hereof;

a “**Condition**”means the terms and conditions of the Instruments as appearing in theInformation Memorandum or, in relation to any Tranche or Series of Instruments,such terms and conditions as the same may be amended or supplemented orreplaced as described in the relevant Pricing Supplement or Pricing Supplementsand any reference to a numbered “Condition” is to the correspondingly numberedprovision thereof; and “**Terms and Conditions**”should be construed accordingly;

“**ConstitutiveDocuments**” means the constitutional documents of the Issuer or ABBLtd, being (in the case of AIFLTD) its memorandum and articles of associationand, in the case of ABB Ltd, the extract from the Swiss Commercial Register (“**Handelsregister**”) and its articles of incorporation;

“**Deed ofCovenant**” means the deed of covenant dated 10 March 1993 andexecuted by the Issuer, as the same may be amended or supplemented from time totime and includes, where the context so admits, any deed of covenant executed bya New Issuer and “**Deed of Covenant**”means in relation to any Issuer, the Deed of Covenant executed and delivered byit;

“**Fiscal Agent**”means Fortis Banque Luxembourg S.A. in its capacity as fiscal agent, whichexpression shall include any successor(s) thereto;

“**FiscalAgency Agreement**” means the fiscal agency agreement dated 10 March1993 made between the Issuer, the Fiscal Agent, the Paying Agents and theRegistrars, as amended and restated on 20****December2006 and as further amended or supplemented from time to time;

“**FSMA**”means the Financial Services and Markets Act 2000;

“**InformationMemorandum**” means the information memorandum dated 20****December 2006 prepared in connectionwith the application for Instruments to be approved by SWX, together with anyinformation incorporated therein by reference, as the same may be amended,supplemented, updated and/or substituted from time to time and any furtherinformation memorandum prepared in connection with the admission to thelisting, trading and/or quotation of the Instruments on any other listingauthority, stock exchanges and/or quotation system on which any Instruments mayfrom time to time be admitted to listing, trading and/or quotation (as suchfurther information

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memorandum may beamended, supplemented, updated and/or substituted from time to time);

“**ListingAgent**” means Homburger in its capacity as listing agent, whichexpression shall include any successor(s) thereto;

“**Londonbusiness day**” means a day on which commercial banks are open forbusiness in London (including dealings in foreign exchange and foreign currencydeposits);

“**PayingAgents**” means Fortis Banque (Suisse) S.A. in its capacity as payingagent, and such expression shall also include the Fiscal Agent and anysubstitute or additional paying agents appointed in accordance with the FiscalAgency Agreement;

“**PricingSupplement**” means a pricing supplement prepared in relation to therelevant Tranche on the basis of the form in the Information Memorandum;

“**RelevantAgreement**” means an agreement (oral or in writing) between theIssuer, ABB Ltd and any Dealer(s) for the sale by the Issuer and the purchaseas principal by such Dealer(s) (or on such other basis as may be agreed betweenthe Issuer, ABB Ltd and the relevant Dealer(s) at the relevant time) of anyInstruments which shall include, without limitation, any agreement in the formor based on the form set out in Schedule 4 (*SpecimenForm of Record of Relevant Agreement Appropriate Where a Group of Dealers areJointly and Severally Agreeing to Subscribe for the Relevant Instruments*);

“**RelevantDealer**” means, in relation to a Relevant Agreement which is madebetween the Issuer, ABB Ltd and more than one Dealer, the institution specifiedas such in the Pricing Supplement and/or such Relevant Agreement; and, inrelation to a Relevant Agreement which is made between the Issuer, ABB Ltd anda single Dealer, such Dealer;

“**Registrars**”means Fortis Banque Luxembourg S.A. and “**Registrar**”means, in relation to any Series of Instruments in registered form, thePrincipal Registrar as specified in the relevant Pricing Supplement;

“**Series**”means a Tranche of Instruments or Tranches of Instruments which are identicalexcept that the issue date, the first payment of interest and, if so specifiedin the relevant Pricing Supplement, the denomination thereof may be different(and save that a Series may comprise Instruments in bearer form and Instrumentsin registered form);

a “**subsidiary**”of the Issuer or ABB Ltd means a company the financial statements of which are,in accordance with applicable law and generally accepted accounting principles,consolidated with those of the Issuer or, as the case may be, ABB Ltd;

“**StabilisingManager**” means, in relation to any Tranche of Instruments, theDealer specified as the Stabilising Manager in the Pricing Supplement relatingto such Tranche;

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“**Tranche**”means Instruments, the terms of which are identical (whether as to currency,interest, maturity or otherwise), which are the subject of the same PricingSupplement and which have the same issue date (save that a Tranche may compriseInstruments in bearer form and Instruments in registered form); and

“**Transparency Directive**” means a EuropeanUnion Directive implementing the European Commission’s proposal for a Directiveof the European Parliament and of the Council on the harmonisation oftransparency requirements with regard to information about issues whosesecurities are admitted to trading on a regulated market in the European Union(2003/0045 (COD)).

## 1.2                           TheOriginal Dealership Agreement shall be amended and restated on the terms ofthis Agreement.  Any Instruments issuedon or after the date of this Agreement shall be issued pursuant to thisAgreement.  This does not affect anyInstruments issued prior to the date of this Agreement.  Subject to such amendment and restatement,the Original Dealership Agreement shall continue in full force and effect.

# 2.**                                 ISSUANCE OF INSTRUMENTS**

## 2.1                           TheIssuer, ABB Ltd and the Dealer(s) agrees that any Instruments which may fromtime to time be agreed between the Issuer, ABB Ltd and any Dealer(s) to beissued by the Issuer and purchased by such Dealer(s) shall be issued andpurchased on the basis of, and in reliance upon, the representations andwarranties, undertakings and indemnities made or given or provided to be madeor given in this Agreement or in writing in any Relevant Agreement or inwriting in any other agreement between the Issuer, ABB Ltd and the Dealer(s) inrespect of the relevant Instruments.  Unlessotherwise agreed, neither the Issuer nor any Dealer is or shall be under anyobligation to sell or, as the case may be, purchase any Instruments.

## 2.2                           Uponthe conclusion of any Relevant Agreement and subject as provided inClause 2.3:

(a)                                      theRelevant Dealer shall promptly confirm the terms of the Relevant Agreement tothe Issuer (with a copy to the Fiscal Agent or, if the Relevant Agreementrelates to the sale of Instruments in registered form, the Registrar) inwriting (by letter, telex, fax or e-mail);

(b)                                     theIssuer shall promptly confirm, as appropriate, such terms to the Fiscal Agentor, as the case may be, the Registrar in writing, and the Relevant Dealer or,if such Dealer so agrees with the Issuer, the Issuer will prepare a PricingSupplement in relation to the relevant Instruments for approval (such approvalnot to be unreasonably withheld or delayed) by the Issuer or, as the case maybe, the Relevant Dealer and for execution on behalf of the Issuer and therelevant Dealer(s);

(c)                                      theIssuer shall on the agreed date of issue of the relevant Instruments procurethe issue of such Instruments in the relevant form (subject to amendment and

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completion) scheduled to the Fiscal Agency Agreementand shall procure their delivery to or to the order of the relevant Dealer(s);

(d)                                     theDealer(s) shall for value on the agreed date of issue of the relevantInstruments procure the payment of the net subscription moneys therefor (namelythe agreed issue or sale price thereof plus any accrued interest and less anyagreed commissions, concessions or other agreed deductibles) to or to the orderof the Issuer by credit transfer to such account as may have been specified byor on behalf of the Issuer to the Relevant Dealer for the purpose; and

(e)                                      wherea single Dealer has agreed with the Issuer to subscribe a particular tranchepursuant to this Clause 2, if requested by the Relevant Dealer in relation tosuch Tranche the Issuer, ABB Ltd and the Relevant Dealer shall enter into asubscription agreement based on the form set out in Schedule 4 to this Agreementor such other form as may be agreed between the Issuer, ABB Ltd and theRelevant Dealer.

## 2.3                           Theobligations of the Dealer(s) under Clause 2.2(d) are conditional upon:

(a)                                      theagreement by the Issuer and the Relevant Dealer to the terms of the relevant PricingSupplement;

(b)                                     theexecution of the relevant Pricing Supplement by or on behalf of the Issuer andthe relevant Dealer(s) and the delivery of a copy thereof to each party;

(c)                                      thedelivery to or to the order of the Dealer(s) of the temporary global instrumentrepresenting the relevant Instruments and/or, as the case may be, the relevantInstruments in registered form to be held to the order of the Issuer pendingreceipt by the Issuer of the net subscription moneys payable to it in respectof the relevant Instruments;

(d)                                     therehaving been, in the opinion of the Relevant Dealer acting in good faith, sincethe date of the Relevant Agreement, no adverse change in the financialcondition of the Issuer or of ABB Ltd and its subsidiaries taken as a whole thatis material in the context of issuance under the Programme nor, since the dateof the Relevant Agreement, any change in the rating accorded by aninternationally recognised rating agency to any security of the Issuer or ABBLtd nor a change which has a material adverse effect on the financial conditionof the Issuer or of ABB Ltd and its subsidiaries taken as a whole;

(e)                                      thetruth and correctness in all material respects of the representations andwarranties on the part of the Issuer and ABB Ltd contained herein or in writingin any Relevant Agreement or in writing in any other agreement between theIssuer, ABB Ltd and the relevant Dealer(s) in respect of the relevantInstruments and there having been no event rendering untrue or incorrect in anymaterial respect any of such representations or warranties as though they hadbeen made and given on the date of the Relevant Agreement

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and on the agreed date of issue of the relevantInstruments, with reference in each case to the facts and circumstances then subsisting;

(f)                                        neitherthe Issuer nor ABB Ltd being in material breach of any of its undertakings setout herein or in writing in any Relevant Agreement or in writing in any otheragreement between the Issuer, ABB Ltd and the relevant Dealer(s) in respect ofthe relevant Instruments;

(g)                                     therehaving been, since the date of the Relevant Agreement and in the opinion of theRelevant Dealer acting in good faith, no such change in national orinternational financial, political or economic conditions or currency exchangerates or exchange controls as would, in its view, be likely to prejudicematerially the placement, offering, distribution or sale of the relevantInstruments (whether in the primary market or in respect of dealings in thesecondary market);

(h)                                     theDealers acting in good faith being satisfied that all authorisations, consents,approvals, filings and registrations, if any, required by any jurisdiction towhich the Issuer or ABB Ltd is subject or in the country of origin of thecurrency or currencies in which the relevant Instruments are denominated orpayable or required because of the term or other characteristics of therelevant Instruments, having been obtained and being in full force and effector having been effected and, where relevant, certified translations thereofinto English having been supplied to the Relevant Dealer; and

(i)                                         (inthe case of Instruments which are to be listed on SWX and/or which are to belisted on such other stock exchange as may have been agreed between the Issuer,ABB Ltd and the relevant Dealer(s)) SWX having approved the Programme.

## 2.4                           TheRelevant Dealer, on behalf of itself only, or, as the case may be, the otherDealer(s) party to the Relevant Agreement in question may, in its absolutediscretion, waive any of the conditions set out in Clause 2.3 in writing to theIssuer in so far only as they relate to an issue of Instruments by the Issuerto such Dealer(s) and any condition so waived shall be deemed to have beensatisfied as regards such Dealer(s) alone. If any of the conditions set out in Clause 2.3 are not satisfied or, asthe case may be, waived by the Relevant Dealer on or before the issue date ofany relevant Tranche, the Relevant Dealer shall, subject as mentioned below, beentitled to terminate the Relevant Agreement and, in that event, the parties tosuch Relevant Agreement shall be released and discharged from their respectiveobligations thereunder (except for any rights or liabilities which may havearisen pursuant to Clauses 3, 4, 5 or 6 of this Agreement).

## 2.5                           If theRelevant Dealer, in connection with the distribution of any Tranche ofInstruments, offers Instruments in excess of the aggregate principal amount tobe issued or effects transactions with a view to stabilising or maintaining themarket price

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## of theInstruments at levels other than those which might otherwise prevail in theopen market, it shall not in doing so be deemed to act as agent of the Issuerbut rather as principal.  The Issuer willnot as a result of any action taken by such Dealer, under this Clause beobliged to issue Instruments in excess of the aggregate amount of Instrumentsagreed to be issued, nor shall the Issuer be liable for any loss, or entitledto any profit, arising from any excess offers or stabilisation.

## 2.6                           TheDealer who is specified in the applicable Pricing Supplement relating to anyTranche of Instruments as the Stabilising Manager (or any duly appointed personacting for such Stabilising Manager) may over-allot or effect transactions witha view to supporting the market price of the Instruments of the Series of whichsuch Tranche forms part at a level higher than that which might otherwiseprevail. However, there is no assurance that the Stabilising Manager (or anyagent of the Stabilising Manager) will undertake stabilisation action. Anystabilisation action may begin on or after the date on which adequate publicdisclosure of the terms of the offer of the Tranche of  Instruments is made and, if begun, may beended at any time, but it must end no later than the earlier of 30 days afterthe issue date of the Tranche of Instruments and 60 days after the date of theallotment of the relevant Tranche of Instruments.

# 3.**                                 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BYTHE ISSUER AND ABB LTD**

## 3.1                           Thefollowing representations and warranties shall be made or given by the Issuerand ABB Ltd, as appropriate, on the date hereof, on each date on which theInformation Memorandum is amended, supplemented, updated and/or substitutedand, in respect of each Tranche of Instruments agreed as contemplated herein tobe issued and purchased, on the issue date and on the date on which theRelevant Agreement is made (it being understood that any representations andwarranties made with respect to a Tranche of Instruments on their issue dateand on the date the Relevant Agreement relating thereto is made shall beapplicable only to the Instruments to be issued and sold on such issue date orpursuant to such Relevant Agreement, as the case may be):

(a)                                      eachof the Issuer and ABB Ltd is duly incorporated and validly existing under thelaws of its jurisdiction of incorporation, with full power and authority toconduct their respective businesses as described in the Information Memorandum;

(b)

(i)                        theIssuer is and was empowered to enter into and comply with all provisions ofthis Agreement, the Fiscal Agency Agreement, the Deed of Covenant, theKeep-Well Agreement and the Relevant Agreement, to issue and sell the relevantInstruments (in relation to each Tranche of Instruments agreed as contemplatedherein to be issued by the Issuer and purchased by the relevant Dealer(s)) andto undertake and to perform the obligations expressed to be assumed by itherein and therein;

(ii)                     ABBLtd is and was empowered to enter into and comply with all provisions of thisAgreement and the Relevant Agreement and to

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undertake and to perform the obligations expressed to be assumed by itherein and therein;

(c)

(i)                        thisAgreement, the Fiscal Agency Agreement, the Deed of Covenant and the Keep-WellAgreement have been duly authorised, executed and delivered by the Issuer andconstitute valid and legally binding obligations of the Issuer in accordancewith their respective terms and (in relation to each Tranche of Instrumentsagreed as contemplated herein to be issued and purchased) the RelevantAgreement in respect of such Instruments constitutes valid and legally bindingobligations of the Issuer in accordance with its terms;

(ii)                     thisAgreement and the Relevant Agreement, when duly executed, in respect of suchInstruments   each constitute valid andlegally binding obligations of ABB Ltd in accordance with its terms;

(d)                                     (inrelation to each Tranche of Instruments agreed as contemplated herein to beissued and purchased) the Instruments have been duly authorised by the Issuerand, when duly executed, authenticated and delivered in accordance with theFiscal Agency Agreement will constitute valid and legally binding obligationsof the Issuer in accordance with their terms;

(e)                                      ABBLtd is and was at the date of execution of the Keep-Well Agreement with theIssuer, empowered to enter into and comply with all the provisions of theKeep-Well Agreement and the Keep-Well Agreement constitutes a valid and legallybinding obligation of ABB Ltd in accordance with its terms;

(f)                                        (inrelation to each Tranche of Instruments agreed as contemplated herein to beissued and purchased), the obligations of the Issuer in respect of theInstruments of the relevant Series will, subject to Condition 4.01 headed “NegativePledge”, constitute unsecured and unsubordinated obligations and shall at alltimes rank *pari passu* in right of payment andwithout any preference among themselves. The payment obligations of the Issuer under the Instruments of therelevant Series shall (subject to Condition 4.01) at all times rank at leastequally with all other present and future unsecured and unsubordinatedobligations of the Issuer other than any obligations preferred by law;

(g)                                     allnecessary actions, authorisations, conditions and things required to be taken,given, fulfilled and done by the Issuer and/or ABB Ltd, as the case may be,(including any necessary registrations and consents) have been or, in relationto each Tranche of Instruments agreed as contemplated herein to be issued andpurchased, will, on the date of issue of the relevant Instruments, have beentaken, given, fulfilled and done in connection with:

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(i)                        theissue of the Information Memorandum and the distribution of the InformationMemorandum and the relevant Pricing Supplement in accordance with theprovisions set out in Schedule 1 hereto;

(ii)                     the executionand delivery by the Issuer of, and the compliance by the Issuer with theprovisions of, this Agreement, the Fiscal Agency Agreement and the Deed ofCovenant;

(iii)                  the executionand delivery by ABB Ltd of, and the compliance by ABB Ltd with the provisionsof, this Agreement;

(iv)                 inrelation to each Tranche of Instruments of the Issuer agreed as contemplatedherein to be issued and purchased, the entry into of, and the compliance withthe provisions of, the Relevant Agreement, the creation and issue of therelevant Instruments and the offering of the relevant Instruments in accordancewith the terms of this Agreement and the Fiscal Agency Agreement;

(v)                    theexecution and delivery of, and the compliance with the provisions of, theKeep-Well Agreement by the Issuer and ABB Ltd;

(vi)                 thecarrying out of the various procedures and the performance of all other actscontemplated by the Relevant Agreement, this Agreement, the Fiscal AgencyAgreement, the Deed of Covenant and the Keep-Well Agreement;

and will be in full forceand effect;

(h)                                     thematters referred to in paragraph (g) above do not and will not conflict with orresult in a breach of any existing provisions of the laws or regulations of thecountry or state of incorporation of the Issuer, ABB Ltd or their respectiveConstitutive Documents nor of any agreement or other instrument or restrictionwhether statutory, contractual or otherwise, to which either of the Issuer orABB Ltd is party or by which it or any of its assets is bound;

(i)                                         thefinancial statements and other financial information contained in the AnnualReport of the Issuer and incorporated by reference in the InformationMemorandum present fairly the financial position (consolidated where relevant)of the Issuer and, where relevant, its subsidiaries as of the dates of suchstatements or information and the results of operations and the changes infinancial position (consolidated where relevant) of the Issuer and, whererelevant, its subsidiaries for the periods they cover or to which they relateand such financial statements and information have been prepared in accordancewith any relevant statutory requirements and with generally accepted accountingprinciples in the United States or in its jurisdiction of incorporation appliedon a consistent basis throughout the periods involved (unless and to the extentotherwise stated therein);

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(j)                                         theconsolidated financial statements of ABB Ltd and its subsidiaries contained inthe Annual Report of ABB Ltd and incorporated by reference in the InformationMemorandum were in conformity with accounting principles generally accepted inthe United States and with Swiss law, such consolidated financial statementspresent fairly the consolidated financial position of ABB Ltd and itssubsidiaries as at the dates of such statements and the results of theiroperations and the changes in their financial position for the periods theycover or to which they relate;

(k)                                      thecapitalisation tables and other financial information and statistical datarelating to the Issuer and ABB Ltd in the Information Memorandum present fairlythe information shown therein and have been compiled on a basis consistent withthat of the relevant financial statements and other financial informationcontained in the Annual Report of the Issuer or, as the case may be, ABB Ltd;the auditors who reported upon the audited financial statements and otherfinancial information included in the Annual Report of the Issuer or, as the casemay be, ABB Ltd are appropriately qualified in the country in which the Issueror, as the case may be, ABB Ltd is incorporated and are independent of theIssuer or, as the case may be, ABB Ltd;

(l)                                         theinformation contained in the Information Memorandum is true and accurate in allmaterial respects and not misleading and to the best of its knowledge andbelief there are no other facts the omission of which would make any statementtherein misleading in any material respect and all reasonable enquiries havebeen made to verify the accuracy of such information and the opinions andintentions expressed therein are honestly held and, in relation to each Trancheof Instruments agreed as contemplated herein to be issued and purchased, theInformation Memorandum together with the relevant Pricing Supplement containsall the information which is material in the context of the issue of suchInstruments;

(m)                                   saveas otherwise disclosed in the Information Memorandum, neither the Issuer norABB Ltd and its subsidiaries taken as a whole is involved in any litigation orarbitration proceedings which would be expected to have a material adverseeffect on the business of the ABB Group taken as a whole in the context of theProgramme nor, so far as the Issuer or ABB Ltd is aware, is any such litigationor arbitration pending or threatened;

(n)                                     sincethe last day of the period in respect of which the Annual Report of the Issueror ABB Ltd has been prepared, there has, save as may be disclosed in theInformation Memorandum, to the best of the knowledge and belief of the Issuerand ABB Ltd, been no material adverse change in the financial condition(consolidated where relevant) of the Issuer or of ABB Ltd and its subsidiariestaken as a whole nor a change which has a material adverse effect on thefinancial condition of the Issuer or of ABB Ltd and its subsidiaries taken as awhole;

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(o)                                     (inrelation to any Tranche of Instruments agreed as contemplated herein to beissued and purchased), as of the issue date of the relevant Instruments, theaggregate principal amount outstanding (as defined in the Fiscal AgencyAgreement) (expressed in United States dollars) of Instruments issued under theProgramme will not exceed the Authorised Amount and for this purpose (i)Instruments denominated in a currency other than United States dollars shall beconverted into United States dollars using the spot rate of exchange for thepurchase of the relevant currency against payment of United States dollarsbeing quoted by the Fiscal Agent on the date on which the Relevant Agreement inrespect of the relevant Instruments was made or such other rate as the Issuerand the Dealers may agree, (ii) any Instruments which provide for an amountless than the principal amount thereof to be due and payable upon redemptionfollowing an event of default in respect of such Instruments shall have aprincipal amount equal to their nominal amount and (iii) the currency in whichany Instruments are payable, if different from the currency of theirdenomination, shall be disregarded;

(p)                                     (inrelation to any Tranche of Instruments agreed as contemplated herein to beissued and purchased) no event exists which, had such Instruments been issued,would (or with the giving of notice, or the lapse of time, or both, would)constitute an “Event of Default” as defined in the Terms and Conditions of therelevant Instruments; and

(q)                                     (inrelation to each Tranche of Instruments agreed as contemplated herein to beissued and purchased) neither the Issuer nor any of its affiliates (as definedin Rule 405 under the United States Securities Act of 1933 as amended (the “**Securities Act**”) nor any person (other than any Dealer orany person acting on its behalf as to whom the Issuer makes no representation)acting on behalf of the Issuer or any of its affiliates has engaged or willengage in any directed selling efforts (as defined in Regulation S under theSecurities Act) with respect to such Instruments, and the Issuer, any affiliateof the Issuer and all persons (other than any Dealer or any person acting onits behalf as to whom the Issuer makes no representation) acting on its ortheir behalf with respect to such Instruments have complied and will complywith the offering restrictions requirements of Regulation S under theSecurities Act with respect thereto and neither the Issuer nor any person(other than any Dealer or any person acting on its behalf as to whom the Issuermakes no representation) acting on its behalf has engaged or will engage, inany form of general solicitation or general advertising (as those terms areused in Rule 502(c) under the Securities Act) in connection with any offeror sale of Instruments in the United States.

## 3.2                           TheIssuer and ABB Ltd undertake to and agree with the Dealer(s) and each of them,in respect of each Tranche of Instruments agreed as contemplated herein to beissued and purchased, that it shall:

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(a)                                      unlessthe same is capable of remedy and is forthwith remedied, forthwith notify theRelevant Dealer of anything which, prior to payment of the net subscriptionmoneys being made to the Issuer on the agreed date of issue of the relevantInstruments, has or may have rendered or will or may render untrue or incorrectin any material respect any of the representations and warranties made by or onbehalf of the Issuer and/or ABB Ltd in respect thereof as if they had been madeor given on the date of the Relevant Agreement and on the agreed date of issueof the relevant Instruments;

(b)                                     inrelation to each Tranche of Instruments agreed by the Issuer, ABB Ltd and therelevant Dealer(s) to be listed on SWX and/or on any other listing authority,stock exchanges and/or quotation system as may have been agreed between theIssuer, ABB Ltd and the relevant Dealer(s), cause the Listing Agent to procurethe listing of the relevant Instruments on SWX and/or on such other listingauthority, stock exchanges and/or quotation system and to maintain the sameuntil none of such Instruments is outstanding provided, however, that if it should be impracticable or undulyburdensome to maintain such admission to listing, trading and/or quotation,each of the Issuer and ABB Ltd shall use its reasonable endeavours to procureand maintain as aforesaid an admission to listing, trading and/or a quotationfor the relevant Instruments on such other listing authority stock exchangesand/or quotation systems as it and the relevant Dealer(s) decide;

(c)                                      notand will cause its respective affiliates (as defined in Regulation 501(b) ofRegulation D under the Securities Act) not to sell, offer for sale or solicitoffers to buy or otherwise negotiate in respect of any security (as defined inthe Securities Act) in a manner which would require the registration of theInstruments issued by the Issuer under the Securities Act;

(d)                                     procure,in relation to any Tranche of Instruments which is to be listed on SWX and/orany other listing authority, stock exchanges and/or quotation system, ifrequired, that the relevant Pricing Supplement is lodged with SWX and/or withsuch other listing authority, stock exchanges and/or quotation system by thetime required by SWX or such other listing authority, stock exchanges and/orquotation system;

(e)                                      inaccordance with the terms thereof, cause the Fiscal Agent to ensure that anyInstrument in temporary global or, as the case may be, permanent global form isexchanged for Instrument(s) in permanent global or, as the case may be,definitive and/or (in the case of a Series comprising Instruments in bearer andregistered form and if so specified in the relevant Pricing Supplement)registered form and any talon issued in respect of any Instrument in definitiveform is exchanged in accordance with the Terms and Conditions of the relevantInstruments for further coupons;

(f)                                        inrelation to any Instruments in respect of which any Dealer is appointed as theagent of the Issuer for the purposes of calculating any rate or amount of

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interest or other redemption amount applicable to suchInstruments, indemnify such Dealer in its capacity as such agent in the samemanner as set out in Clause 13.4 of the Fiscal Agency Agreement, *mutatis mutandis;*and

(g)                                     inrespect of any Tranche of Instruments which must be redeemed before the firstanniversary of the date of its issue, the Issuer will issue such Instrumentsonly if the following conditions apply (or the Instruments can otherwise beissued without contravention of section 19 of the FSMA):

(i)        *Selling restrictions*: each Relevant Dealer represents,warrants and agrees in the terms set out in sub-clause (b) of the UnitedKingdom selling restriction in Schedule 1 (*Selling Restrictions -United Kingdom*); and

(ii)       *Minimum denomination*: the redemption value of each suchInstrument is not less than £100,000 (or an amount of equivalent valuedenominated wholly or partly in a currency other than sterling), and no part ofany Instrument may be transferred unless the redemption value of that part isnot less than £100,000 (or such an equivalent amount).

## 3.3                           TheIssuer and ABB Ltd undertake to and agree with the Dealer(s) it shall:

(a)

(i)        in the caseof the Issuer, comply (and for this purpose shall ensure that all necessaryaction is taken and all necessary conditions are fulfilled) with all applicablelaws, regulations, policies and guidelines (as amended from time to time) ofany governmental and regulatory authorities or central bank relevant in thecontext of the issue of any Instruments and the performance of and compliancewith its obligations thereunder, under this Agreement, the Fiscal AgencyAgreement, the Keep-Well Agreement and the Deed of Covenant, and shall submit(or procure the submission on its behalf of) such reports or information andshall make (or procure that there is made on its behalf) such registrations andfilings as may from time to time be required for compliance with such laws,regulations, policies and guidelines and shall procure that Instruments shallhave such maturities and denominations as may from time to time be required forcompliance with all applicable laws, regulations, policies and guidelines;

(ii)       in the case ofABB Ltd, comply (and for this purpose shall ensure that all necessary action istaken and all necessary conditions are fulfilled) with all applicable laws,regulations, policies and guidelines (as amended from time to time) of anygovernmental and regulatory authorities or central bank relevant in the contextof the issue of any Instruments and the performance of and compliance with itsobligations thereunder, under this Agreement and the Keep-Well Agreement, andshall submit (or procure the submission on its behalf of) such reports or

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information and shall make (or procure that there is made on its behalf)such registrations and filings as may from time to time be required forcompliance with such laws, regulations, policies and guidelines and shallprocure that Instruments shall have such maturities and denominations as mayfrom time to time be required for compliance with all applicable laws,regulations, policies and guidelines;

(b)                                     inconnection with the proposed issuance of Instruments, notify any Dealerpromptly upon request by such Dealer of the aggregate principal amount ofInstruments of the Issuer then outstanding (expressed in United States dollars)under the Programme and for this purpose sub-paragraphs (i) to (iii) of Clause3.1(o) shall apply;

(c)                                      inconnection with the proposed issuance of Instruments, from time to time deliverto each Dealer a certified copy of any document which amends or supersedes anyof its Constitutive Documents and a certified copy of any resolution of itsboard of directors or, as the case may be, managing directors or othergoverning body which amends or supersedes the resolution in respect of theIssuer or ABB Ltd, as the case may be, referred to in the InformationMemorandum;

(d)                                     deliverto each Dealer a copy of each document lodged by or on behalf of the Issuer orABB Ltd, as the case may be, in relation to the Programme or any Instrumentswith SWX or with such other listing authority, stock exchanges and/or quotationsystem on which Instruments shall then be admitted to listing, trading and/orquotation (other than Pricing Supplements) as soon as practicable after it hasbeen lodged and a copy of each document made available for inspection at theoffices of any Paying Agent (as detailed in the Information Memorandum) as soonas the same shall have become so available;

(e)                                      withoutprejudice to paragraph (d) above, as soon as the same become publiclyavailable, deliver to each Dealer a copy of its Annual Report and in the caseof ABB Ltd, a copy of its Annual Report and interim financial reports;

(f)                                        supply(or procure the supply) to each Dealer addressed to all Dealers (whether or not(in the case of sub-paragraphs (ii) or (iii) below) any such Dealer isparticipating in the relevant issuance of Instruments) legal opinions as setout in Schedule 2 to this Agreement, comfort letters or agreed upon proceduresletters on the following bases:

(i)        (unless,in any case, a legal opinion in respect of ABB Ltd or, as the case may be, theIssuer addressed to all the Dealers shall have been provided during the periodof twelve months ended on such anniversary) legal opinions in respect of theIssuer or, as the case may be, ABB Ltd on each anniversary of the date on whichsuch legal opinions were

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signed and delivered in connection with the originalestablishment of the Programme, and, on each date which falls twelve calendarmonths after the provision of the last legal opinion in respect of ABB Ltd or,as the case may be, the Issuer;

(ii)       alegal opinion in respect of ABB Ltd, upon the issuance by the Issuer of anyInstruments agreed as contemplated herein to be issued and purchased;

(iii)      (unlessotherwise stated in the Relevant Agreement) an auditors’ comfort letter oragreed upon procedures letter in respect of ABB Ltd and the Issuer and a legalopinion in respect of the Issuer (from suitable lawyers qualified in Englishlaw) upon the issuance by the Issuer of any Instruments;

(iv)      alegal opinion in respect of, as relevant, the Issuer and/or ABB Ltd fromsuitable lawyers qualified in English or, as relevant Swiss, law if requestedby any Dealer in relation to any material change or proposed material change toany of this Agreement, the Fiscal Agency Agreement or the Deed of Covenant orthe Keep-Well Agreement, or any change or proposed change in applicable law orregulation relating to the issuance of Instruments affecting in any materialrespect the Issuer or ABB Ltd, this Agreement, the Fiscal Agency Agreement orthe Deed of Covenant or the Keep-Well Agreement;

(g)                                     solong as any Instrument remains outstanding, the Issuer will not modify, amendor terminate the Keep-Well Agreement where such modification, amendment ortermination would have an adverse effect upon any holder of any Instrument orCoupon, nor will the Issuer waive, or fail to take all reasonable steps toensure that ABB Ltd complies with its obligations under the Keep-Well Agreement(except where such waiver or failure would not have an adverse effect upon anyholder of any Instrument or Coupon);

(h)                                     inthe case of the Issuer, not consent to any amendment to the Fiscal AgencyAgreement which may materially adversely affect the interests of any Dealer orany holder of any Instrument or Coupon;

(i)                                         inthe case of the Issuer, without prejudice to the provisions of paragraphs (g)and (h) above, give to each Dealer at least fifteen days’ prior notice inwriting of any proposed amendment to the Fiscal Agency Agreement, the Deed ofCovenant and the Keep-Well Agreement (whether or not adversely affecting theinterests of any Dealer or any holder of any Instrument or Coupon);

(j)                                         fromtime to time deliver to each Dealer a certificate as to the names andsignatures of those persons who are authorised to act on behalf of the Issuer,or, as the case may be, ABB Ltd in relation to the Programme; and

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(k)                                      prepareor procure the preparation of an amendment or supplement to the InformationMemorandum or publish a new information memorandum as may from time to time berequired to be prepared by law or by the requirements of any relevant listingauthority, stock exchanges and/or quotation system or, without prejudice to thegenerality of the foregoing, if, while Instruments are offered under theProgramme, there shall occur any adverse change in the financial condition ofthe Issuer or ABB Ltd and its subsidiaries taken as a whole that is material inthe context of issuance under the Programme (in the case of ABB Ltd and itssubsidiaries taken as a whole, being a change which might reasonably beexpected to affect the decision of a person considering whether to providefinance to the Issuer in reliance on the existence of the relevant Keep-WellAgreement), which is not reflected in the Information Memorandum.

## 3.4                           Therights and remedies conferred upon any Dealer (or other indemnified person)under this Clause shall continue in full force and effect notwithstanding thecompletion of the arrangements set out herein for the issue, sale and purchaseof the relevant Instruments and regardless of any investigation made by suchDealer (or other indemnified person).

# 4.**                                 UNDERTAKINGS BY THE DEALERS**

## 4.1                           EachDealer undertakes to the Issuer and ABB Ltd that in relation to each Tranche ofInstruments agreed as contemplated herein to be sold and purchased:

(a)                                      itwill comply with the provisions set out in Schedule 1 hereto it being agreedthat, subject to compliance by the Issuer with its obligations under paragraphs(b), (c), (d) and (e) of Clause 3.2 and paragraphs (a) and (k) of Clause 3.3and not being in breach of any of the representations and warranties on itspart contained in paragraphs (a) to (e), (g), (h), (l), (o) and (q) of Clause3.1, the Issuer shall not have any responsibility in respect of the legality ofany Dealer offering and selling Instruments in any jurisdiction or in respectof the Instruments qualifying for sale in any jurisdiction;

(b)                                     inrelation to each Tranche of Instruments agreed as contemplated herein to besold and purchased it will make no public announcement (except for an initialannouncement on Reuters and/or Bloomberg in the form typically appearing onReuters and/or Bloomberg) with regard to the Issuer or ABB Ltd or the issue orsale of the Instruments without the written consent of the Issuer, whichconsent shall not be unreasonably withheld or delayed; and

(c)                                      itwill make no representation and supply no information regarding the Issuer, ABBLtd or any of their respective subsidiaries or the Instruments in connectionwith the issue or sale of the Instruments other than the form (including theterms and conditions) of the Instruments, the Fiscal Agency Agreement, the Deedof Covenant and the Keep-Well Agreement and other than any informationcontained in or extracted from any public information (including for theavoidance of doubt, the Information Memorandum) or as is

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approved in writing for such purpose by the Issuer,without the written consent of the Issuer, which consent shall not beunreasonably withheld or delayed.

## 4.2                           Theobligations of the Dealers hereunder are several.  In addition each of the Dealers agrees thatMorgan Stanley & Co. International Limited has only acted in anadministrative capacity to facilitate the establishment and/or maintenance ofthe Programme and has no responsibility to it for (a) the adequacy, accuracy,completeness or reasonableness of any representation, warranty, undertaking,agreement, statement or information in the Information Memorandum, any PricingSupplement, this Agreement or any information provided in connection with theProgramme or (b) the nature and suitability to it of all legal, tax andaccounting matters and all documentation in connection with the Programme orany Tranche.

# 5.**                                 INDEMNITY**

## 5.1                           TheIssuer and ABB Ltd undertake to and agree with the Dealers and each of themthat if such Dealer or any of its officers, directors or employees and eachperson by whom it is controlled for the purposes of the Securities Act (each a “**Relevant Party**”) incurs any direct claim,demand, action, liability, damages and loss and any reasonable cost or expense(including, without limitation, reasonable legal fees and any applicable valueadded tax) (a “**Loss**”) as a resultor arising out of or in relation to or in connection with any breach (or anyallegation by a person other than any Dealer or any officer, director oremployee or controlling person of any Dealer of any breach) of therepresentations and warranties made by it herein or in writing in any RelevantAgreement or in writing in any other agreement between the Issuer, ABB Ltd andthe relevant Dealer(s) in respect of any Instruments agreed to be sold andpurchased hereunder or any breach or alleged breach of any of the undertakingsgiven by it herein or in writing in any Relevant Agreement or in writing in anyother agreement between the Issuer, ABB Ltd and the relevant Dealer(s) inrespect of any Instruments agreed to be sold and purchased hereunder the Issueror, as the case may be, ABB Ltd shall pay to such Dealer an amount equal tosuch Loss.  No Dealer shall have any dutyor obligation, whether as fiduciary for any Relevant Party or otherwise, torecover any such payment for such Relevant Party or to account to such RelevantParty for any amounts paid to such Dealer under this Clause 5.1.

## 5.2                           If anyaction, proceeding, claim or demand shall be brought or asserted against anyDealer (or any of its officers, directors or employees or any person by whom itis controlled for the purposes of the Securities Act) in respect of whichindemnity may be sought from the Issuer or, as the case may be, ABB Ltd asherein provided, such Dealer shall promptly notify the Issuer or, as the casemay be, ABB Ltd in writing thereof.

## 5.3                           TheIssuer or, as the case may be, ABB Ltd shall have the option to assume thedefence thereof with legal advisers in each relevant jurisdiction reasonablysatisfactory to the relevant Dealer (who shall not without the prior writtenconsent of such Dealer also be legal advisers to the Issuer or, as the case maybe, ABB Ltd).  If the Issuer or,

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## as the casemay be, ABB Ltd so assumes the defence and retains such legal advisers, suchDealer shall bear the fees and expenses of any additional legal advisersretained by it in any relevant jurisdiction. If the Issuer or, as the case may be, ABB Ltd does not elect to assumethe defence or fails to employ legal advisers in any relevant jurisdictionreasonably satisfactory to such Dealer to represent such Dealer within areasonable time after notice of commencement of the action, it will reimbursesuch Dealer for the reasonable fees and expenses of any legal advisers retainedby such Dealer.  After timely notice fromthe Issuer or, as the case may be, ABB Ltd of its election so to assume thedefence thereof, the Issuer or, as the case may be, ABB Ltd will not be liableto such Dealer under this Clause 5.3 for any legal expenses subsequentlyincurred by such Dealer in connection with the defence thereof other than thereasonable costs of investigation.  TheIssuer or, as the case may be, ABB Ltd shall not be liable to indemnify anyDealer for any settlement of any such action effected without the writtenconsent of the Issuer or, as the case may be, ABB Ltd which consent shall notbe unreasonably withheld or delayed.

## 5.4                           Therights and remedies conferred upon any Dealer (or other indemnified person)under this Clause shall continue in full force and effect notwithstanding thecompletion of the arrangements set out herein for the issue, sale and purchaseof the relevant Instruments and regardless of any investigation made by suchDealer (or other indemnified person).

## 5.5                           EachDealer undertakes with the Issuer and ABB Ltd that if the Issuer and/or ABB Ltdor any of their respective officers, directors or employees and each person bywhom either of the Issuer or ABB Ltd is controlled incurs any direct claim,demand, action, liability, damages and loss and any reasonable cost or expense(including, without limitation, reasonable legal fees and any applicable valueadded tax) (a “**Loss**”) as a resultor arising out of, or in relation to, or in connection with any breach (or anyallegation by a person other than the Issuer, ABB Ltd, any officer, director,employee or controlling person of the Issuer or ABB Ltd of any breach) of anyof the warranties, undertakings and agreements made by it herein or in anyRelevant Agreement or in writing in any other agreement in respect of anyInstruments whether arising before or after the completion of the subscription andissue of the relevant Instruments then such Dealer shall pay to the Issuer or,as the case may be, ABB Ltd an amount equal to such Loss.  The provisions of Clauses 5.3 and 5.4 withrespect to the conduct and settlement of actions shall apply *mutatis mutandis* to this indemnity.

# 6.**                                 COSTS AND EXPENSES**

## 6.1                           TheIssuer is, failing which ABB Ltd is, responsible for payment of the propercosts, charges and expenses (and any applicable value added tax):

(a)             incurredby it or of any legal, accountancy and other professional advisers retained andinstructed by it in connection with the establishment of the Programme, thepreparation of the Information Memorandum, the preparation, production anddelivery of this Agreement, the Fiscal Agency Agreement, the Deed of Covenantand any other document connected with the

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Programme or the performance of and compliance by itwith any of its obligations or without prejudice to Clause 5.5, the exercise ofits rights under this Agreement, the Fiscal Agency Agreement, the Deed ofCovenant or the Keep-Well Agreement;

(b)                                     ofany legal, accountancy or other professional advisers retained and instructedby it in respect of any Instruments issued by it and any document prepared inconnection therewith;

(c)                                      ofand incidental to the setting, proofing, printing and distribution of theInformation Memorandum and any Pricing Supplements provided that where suchcosts, charges and expenses are incurred by (a) person(s) other than the Issueror ABB Ltd, the prior written approval of the Issuer and/or ABB Ltd to theincurrence of such costs, charges and expenses shall have been obtained;

(d)                                     ofand incidental to the setting, proofing, printing, checking and initialdelivery of any Instruments (whether in global or definitive bearer form or inregistered form) including inspection and authentication provided that wheresuch costs, charges and expenses are incurred by (a) person(s) other than theIssuer or ABB Ltd, the prior written approval of the Issuer and/or ABB Ltd tothe incurrence of such costs, charges and expenses shall have been obtained;

(e)                                      incurredat any time in connection with the listing of Instruments on SWX or on suchother listing authority, stock exchanges and/or quotation system on which anyInstruments may from time to time be admitted to listing, trading and/orquotation and the maintenance of any such admission to listing, trading and/orquotation provided that where such costs, charges and expenses are incurred by(a) person(s) other than the Issuer or ABB Ltd, the prior written approval ofthe Issuer and/or ABB Ltd to the incurrence of such costs, charges and expensesshall have been obtained; and

(f)                                        ofany advertising agreed upon between the Issuer, ABB Ltd or any of them and theDealers or any of them.

## 6.2                           Asbetween the Issuer, ABB Ltd and the Dealer(s), the Issuer is, failing which ABBLtd is, responsible for the payment of the proper costs, charges and expenses(and any applicable value added tax):

(a)                                      incurredby ABB Ltd or of any legal, accountancy and other professional advisersretained and instructed by ABB Ltd in connection with the establishment of theProgramme, the preparation of the Information Memorandum, the preparation,production and delivery of this Agreement, the Fiscal Agency Agreement, theDeed of Covenant and any other document connected with the Programme or theperformance of and compliance by it with any of its obligations under theKeep-Well Agreement; and

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(b)                                     ofany legal, accountancy or other professional advisers retained and instructedby it in respect of any Instruments issued by such Issuer and any documentprepared in connection therewith;

## 6.3                           TheIssuer, failing which ABB Ltd, shall be responsible for the payment of allstamp, registration and other taxes and duties (including any interest andpenalties thereon or in connection therewith) which may be payable upon or inconnection with the execution and delivery of this Agreement and the FiscalAgency Agreement, the Deed of Covenant executed by the Issuer and/or ABB Ltd,as the case may be, and the issue or initial sale or delivery by the Issuer ofInstruments of the Issuer and the execution and delivery by it and/or ABB Ltd,as the case may be, of each Pricing Supplement and any other document to whichthe Issuer and/or ABB Ltd, as the case may be, is/are party entered into inconnection with the Programme or any Instruments of the Issuer and shallindemnify each Dealer against any direct claim, demand, action, loss, liabilityand damages and any reasonable cost or expense (including, without limitation,reasonable legal fees and any applicable value added tax) which it may incur asa result or arising out of or in relation to any failure to pay or delay inpaying any of the same.

# 7.**                                 NOTICES AND COMMUNICATIONS**

## 7.1                           Allnotices and communications hereunder shall be made in writing (by letter (firstclass mail, in the case of inland post and airmail, in the case of cross borderpost), telex or fax) and shall be sent to the addressee at the address, telexnumber or fax number specified against its name in Schedule 7 to this Agreement(or, in the case of a Dealer not originally party hereto, specified by noticeto the Issuer, ABB Ltd and the other Dealers at or about the time of itsappointment as a Dealer) and for the attention of the person or departmenttherein specified (or as aforesaid) or, in any case, to such other address,telex number or fax number and for the attention of such other person ordepartment as the addressee has by prior notice to the sender specified for thepurpose.

## 7.2                           Whenevera notice or other communication shall be given as aforesaid by telex or fax itshall be deemed received (subject, in the case of telex, to a confirmed answerback being received at the end of the transmission and, in the case of fax, toconfirmation being received at the end of the transmission) on the day ofdispatch provided that if the time of despatch is after 3.00 p.m. (local timeof the recipient) on any day which is a business day (in the place of therecipient) or any time on a day which is not a business day (in the place ofthe recipient), it shall be deemed to have been received on the next businessday (in the place of the recipient) and whenever a notice or othercommunication is sent by post as aforesaid it shall be deemed received threedays (in the case of inland post) or seven days (in the case of cross borderpost) after being posted in a properly prepaid envelope and whenever a noticeor other communication is delivered by hand, it shall be deemed received uponactual delivery.

# 8.**                                 CHANGES IN DEALERS**

## 8.1                           TheIssuer and/or ABB Ltd may:

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(a)                                      byten days’ notice in writing to any Dealer, terminate the right of such Dealerto remain a Dealer under this Agreement (but without prejudice to any rights,liabilities, duties or obligations accrued or incurred on or before theeffective date of termination and in particular the validity of any existingagreement for the sale and purchase of any Instruments); and/or

(b)                                     nominateany reputable institution, which may include the Issuer and/or ABB Ltd, as a newDealer hereunder either generally in respect of the Programme or in relation toa particular Tranche of Instruments, in which event upon the execution by suchinstitution of a supplemental agreement in the terms set out in Schedule 3 tothis Agreement or in terms acceptable to the other parties hereto suchinstitution shall, subject as provided below, become a party hereto with allthe authority, rights, powers, duties and obligations of a Dealer hereundereither generally in respect of the Programme or in relation to a particularTranche of Instruments provided always that an institution which has become aDealer in relation to a particular Tranche of Instruments shall not be entitledto the benefit of the undertakings of the Issuer and ABB Ltd contained inClause 3.3 and Clause 5.1, except for those contained in paragraphs (a),(f)(ii) and (iii), (g), (h), (i) and (k) of Clause 3.3 and the provisions ofClauses 8, 9 and 10 shall not apply to any such Dealer.

## 8.2                           AnyDealer may, by ten days’ written notice to the Issuer and ABB Ltd, resign as aDealer under this Agreement (but without prejudice to any rights, liabilities,duties or obligations accrued or incurred on or before the effective date ofresignation and in particular the validity of any existing agreement for thesale and purchase of any Instruments).

## 8.3                           TheIssuer or ABB Ltd will notify the Dealers and the Fiscal Agent of any change inthe identity of the Dealers appointed generally in respect of the Programme assoon as reasonably practicable thereafter.

# 9.**                                 INCREASE IN AUTHORISED AMOUNT**

## 9.1                           TheIssuer and/or ABB Ltd may, subject to the provisions of Clause 9.2 below, fromtime to time, by giving at least twenty days’ notice by letter in substantiallythe form set out in Schedule 5 to this Agreement to the Dealer, (with acopy to the Paying Agents and the Registrars), inform the Dealer that theAuthorised Amount be increased and, the Dealer will be deemed to have given itsconsent to the increase in the Authorised Amount, whereupon all references inthis Agreement shall be to the increased Authorised Amount.

## 9.2                           Noincrease shall be effective unless and until (i) the Dealer shall have received(a) certified true copies (and, if applicable, English translations) of theresolution of the board of directors or, as the case may be, board of managingdirectors or other governing body of the Issuer and ABB Ltd authorising theincrease in the Authorised Amount, (b) the documents and confirmationsdescribed in paragraphs 4 and 10 of Schedule 2 to this Agreement and (c)confirmation of the approval of the Programme in respect of Instruments up tothe new Authorised Amount on SWX and any

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## amendment orsupplement to the Information Memorandum prepared in connection therewith and(ii) the Issuer and ABB Ltd shall have complied with all legal and regulatoryrequirements, if any, necessary for the issuance of Instruments up to the newAuthorised Amount and shall have provided to the Dealer such evidence ofcompliance the Dealer may reasonably require.

# 10.**                           CHANGE IN ISSUERS**

## 10.1       TheIssuer may, provided that at such time it is not party to a Relevant Agreementin respect of which the related Instruments have not as yet been issued, fromtime to time by 10 days’ written notice to the Dealer cease, subject to thefollowing provisions of this Clause, to be an Issuer in respect of theProgramme.

If, upon the expiry ofsuch notice period, the Issuer does not have outstanding any Instruments then,with effect from the date of the expiry of such notice period such Issuer shallcease to be a party to this Agreement as Issuer, but without prejudice to anyrights, liabilities or obligations accrued or incurred under this Agreement onor prior to such date.

If, upon the expiry ofsuch notice period, the Issuer does have outstanding any Instruments, then suchIssuer shall not cease to be a party to this Agreement unless and until ABB Ltdor a direct or indirect subsidiary of ABB Ltd shall have been substituted forand become principal debtor in respect of such Instruments or Coupons pursuantto Condition 15 of the Terms and Conditions of such Instruments, in which eventsuch Issuer shall cease to be party to this Agreement on the date upon whichsuch substitution shall take effect, but without prejudice to any rights,liabilities and obligations accrued or incurred under this Agreement on orprior to such date.

## 10.2       TheIssuer may request that ABB Ltd or a direct or indirect subsidiary of ABB Ltd(the “**New Issuer**”) should becomean Issuer in respect of the Programme and accordingly should be party to thisAgreement.  If such a request is made,upon the delivery to the Dealer of (i) the undertaking of the New Issuer to bebound by the provisions of this Agreement substantially in the form as set outin Schedule 6 hereto and (ii) a copy of an agreement duly executed by the NewIssuer whereby the New Issuer agrees to be bound by the Fiscal AgencyAgreement, the New Issuer shall become a party to this Agreement as iforiginally named herein as an Issuer.

# 11.**                           LAW AND JURISDICTION**

## 11.1       ThisAgreement and each Relevant Agreement is governed by, and shall be construed inaccordance with, English law.

## 11.2       TheIssuer and ABB Ltd hereby agree for the exclusive benefit of the Dealer(s) thatthe courts of England are to have jurisdiction to settle any disputes which mayarise out of or in connection with this Agreement and any Relevant Agreementand that accordingly any suit, action or proceedings (together referred to as “**Proceedings**”) arising out of or inconnection with this Agreement and any Relevant Agreement may be brought insuch courts.  Nothing contained in thisClause shall limit any right to

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## takeProceedings against the Issuer or ABB Ltd in any other court of competentjurisdiction, nor shall the taking of Proceedings in one or more jurisdictionspreclude the taking of Proceedings in any other jurisdiction, whetherconcurrently or not.

## 11.3       TheIssuer and ABB Ltd hereby appoints ABB Limited of Daresbury Park, Daresbury,Warrington WA4 4BT, Cheshire to accept service of any Proceedings on its behalfin England.  If for any reason suchprocess agent ceases to act as such or no longer has an address in England, theIssuer and ABB Ltd agrees to appoint a substitute process agent and notify theDealer(s) of such appointment and if the Issuer or ABB Ltd, as the case may be,fails to make any such appointment within twenty-one days, any Dealer shall beentitled to appoint such a person by notice to the Issuer or ABB Ltd, as thecase may be.

## 11.4                     Nothingcontained herein shall affect the right to serve process in any other mannerpermitted by law.

# 12.**                           MODIFICATION AND AMENDMENT**

No modification oramendment of this Agreement shall be valid unless it is in writing and signedby or on behalf of each of the parties hereto.

# 13.**                           COUNTERPARTS**

This Agreement may beexecuted in any number of counterparts, each of which shall be deemed anoriginal.  Any party may enter into thisAgreement by signing any such counterpart.

# 14.**                           CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999**

A person who is not aparty to this Agreement has no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce any term of this Agreement.

**AS WITNESS** thehands of the duly authorised representatives of the parties hereto the day andyear first before written.

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**SCHEDULE 1****SELLINGRESTRICTIONS**

**UnitedStates of America**: Each Dealer understands that the Instruments have not been and will notbe registered under the Securities Act and may not be offered or sold withinthe United States or to, or for the account or benefit of, U.S. persons exceptin accordance with Regulation S under the Securities Act or pursuant to anexemption from the registration requirements of the Securities Act.  Each Dealer represents that it has offeredand sold Instruments, and will offer and sell Instruments (i) as part of theirdistribution at any time and (ii) otherwise until 40 days after the completionof the distribution of Instruments of the relevant Tranche, as determined andcertified to the relevant Issuer by such Dealer (or, in the case of a sale of aTranche of Instruments to or through such Dealer and one or more other Dealers,by each of such Dealers) only in accordance with Rule 903 of Regulation S underthe Securities Act.  Accordingly, eachDealer further represents and agrees that neither it, its affiliates nor anyperson, acting on its behalf have engaged or will engage in any directedselling efforts with respect to Instruments, and that it and they have compliedand will comply with the offering restrictions requirement of RegulationS.  Each Dealer agrees that, at or priorto confirmation of sale of Instruments, it will have sent to each distributor,dealer or person receiving a selling concession, fee or other remuneration thatpurchases Instruments from it during the distribution compliance period aconfirmation or notice to substantially the following effect:

“The Instrumentscovered hereby have not been registered under the U.S. Securities Act of 1933(the “**Securities Act**”) and may not be offeredand sold within the United States or to, or for the account or benefit of, U.S.persons (i) as part of their distribution at any time or (ii) otherwise untilforty days after the later of the commencement of the offering and the issuedate of the Instruments of the relevant Tranche, except in either case inaccordance with Regulation S under the Securities Act.  Terms used above have the meanings given tothem by Regulation S.”

Terms used in theabove paragraph have the meanings given to them by Regulation S.

Each Dealerrepresents and agrees that it has not entered and will not enter into anywritten agreement with any person with respect to any sub-underwriting, sellinggroup or other similar arrangement relating to the distribution or delivery ofInstruments except with its affiliates or with the prior written consent of therelevant Issuer.

In addition, eachDealer represents and agrees that:

(i)                                         exceptto the extent permitted under U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D) (the “**D Rules**”), (x) it has not offered or sold, and during therestricted period will not offer or sell, Instruments in bearer form to aperson who is within the United States or its possessions or to a United Statesperson, and (y) such Dealer has not delivered and will not deliver within theUnited States or its possessions definitive Instruments in bearer form that aresold during the restricted period;

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(ii)             ithas and throughout the restricted period will have in effect proceduresreasonably designed to ensure that its employees or agents who are directly engagedin selling Instruments in bearer form are aware that such Instruments may notbe offered or sold during the restricted period to a person who is within theUnited States or its possessions or to a United States person, except aspermitted by the D Rules;

(iii)            ifsuch Dealer is a United States person, it represents that it is acquiring theInstruments in bearer form for purposes of resale in connection with theiroriginal issuance and, if such Dealer retains Instruments in bearer form forits own account, it will only do so in accordance with the requirements of U.S.Treas. Reg. § 1.163-5(c)(2)(i)(D)(6);

(iv)           withrespect to each affiliate (if any) that acquires from such Dealer Instrumentsin bearer form for the purposes of offering or selling such Instruments duringthe restricted period, such Dealer either (A) hereby represents and agrees onbehalf of such affiliate (if any) to the effect set forth in sub-paragraphs(i), (ii) and (iii) of this paragraph or (B) agrees that it will obtain fromsuch affiliate (if any) for the benefit of the relevant Issuer therepresentations and agreements contained in sub-paragraphs (i), (ii) and (iii)of this paragraph; and

(v)            itwill obtain from any distributor (within the meaning of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(4)(ii)) that purchases any Instruments in bearer form fromsuch Dealer pursuant to a written contract with it (except a distributor thatis one of its affiliates or is another Dealer), for the benefit of the Issuerand each other Dealer, the representations contained in, and such distributor’sagreement to comply with, the provisions of sub- paragraphs (i), (ii), (iii)and (iv) of this paragraph insofar as they relate to the D Rules, as if suchdistributor were a Dealer hereunder.

Terms used in the aboveparagraphs have the meanings given to them by the United States InternalRevenue Code of 1986 and Regulations thereunder, including the D Rules.

Each issuance ofindex-, commodity- or currency-linked Instruments shall be subject toadditional U.S. selling restrictions as the relevant Dealer or Dealers shallagree as a term of the issuance and purchase of such Instruments.  Each Dealer agrees that it shall offer, selland deliver such Instruments only in compliance with such additional U.S.selling restrictions.

**TheUnited Kingdom**

Each Dealerfurther represents and agrees, that:

(a)                            inrelation to any Instruments which have a maturity of less than one year, (i) itis a person whose ordinary activities involve it in acquiring, holding,managing or disposing of investments (as principal or agent) for the purposesof its business and (ii) it has not offered or sold and will not offer or sellany Instruments other than to persons whose ordinary activities involve them inacquiring, holding, managing or

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disposing of investments(as principal or as agent) for the purposes of their businesses or who it isreasonable to expect will acquire, hold, manage or dispose of investments (asprincipal or agent) for the purposes of their businesses where the issue of theInstruments would otherwise constitute a contravention of Section 19 of theFSMA by the Issuer;

(b)                           it hasonly communicated or caused to be communicated and will only communicate orcause to be communicated an invitation or inducement to engage in investmentactivity (within the meaning of Section 21 of the FSMA) received by it inconnection with the issue or sale of any Instruments in circumstances in whichSection 21(1) of the FSMA does not apply to the Issuer or ABB Ltd.;  and

(c)                            it hascomplied and will comply with all applicable provisions of the FSMA withrespect to anything done by it in relation to any Instruments in, from orotherwise involving the United Kingdom.

**Japan**

Each Dealer understands that the Instruments have notbeen and will not be registered under the Securities and Exchange Law of Japanand, accordingly, undertakes that it will not offer or sell any Instrumentsdirectly or indirectly, in Japan or to, or for the benefit of, any JapanesePerson or to others for re-offering or re-sale, directly or indirectly, inJapan or to any Japanese Person except under circumstances which will result incompliance with all applicable laws, regulations and guidelines promulgated bythe relevant Japanese governmental and regulatory authorities and in effect atthe relevant time.  For the purposes ofthis paragraph, “**Japanese Person**” shall mean anyperson resident in Japan, including any corporation or other entity organisedunder the laws of Japan.

**EuropeanEconomic Area**

In relation toeach Member State of the European Economic Area which has implemented theProspectus Directive (each, a “Relevant Member State”), each Dealer representsand agrees, that with effect from and including the date on which theProspectus Directive is implemented in that Relevant Member State (the “RelevantImplementation Date”) it has not made and will not make an offer of Instrumentsto the public in that Relevant Member State except that it may, with effectfrom and including the Relevant Implementation Date, make an offer of Instrumentsto the public in that Relevant Member State:

(a)                            in (orin Germany, where the offer starts within) the period beginning on the date ofpublication of a prospectus in relation to those Instruments which has beenapproved by the competent authority in that Relevant Member State  or, where appropriate, approved in anotherRelevant Member State and notified to the competent authority in that RelevantMember State, all in accordance with the Prospectus Directive and ending on thedate which is 12 months after the date of such publication;

(b)                           at anytime to legal entities which are authorised or regulated to operate in thefinancial markets or, if not so authorised or regulated, whose corporatepurpose is solely to invest in securities;

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(c)                            at anytime to any legal entity which has two or more of (1) an average of at least250 employees during the last financial year; (2) a total balance sheet of morethan €43,000,000 and (3) an annual net turnover of more than €50,000,000, asshown in its last annual or consolidated accounts; or

(d)                           at anytime in any other circumstances which do not require the publication by theIssuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposesof this provision, the expression an “offer of Instruments to the public” inrelation to any Instruments in any Relevant Member State means thecommunication in any form and by any means of sufficient information on theterms of the offer and the Instruments to be offered so as to enable aninvestor to decide to purchase or subscribe the Instruments, as the same may bevaried in that Member State by any measure implementing the ProspectusDirective in that Member State and the expression Prospectus Directive meansDirective 2003/71/EC and includes any relevant implementing measure in eachRelevant Member State.

**General**:  Each Dealer acknowledges that no action hasbeen or will be taken by the Issuer or any Dealer that would, or is intendedto, permit a public offer of the Instruments in any country or jurisdictionwhere any such action for that purpose is required.  Accordingly, each Dealer undertakes that itwill observe all applicable laws and regulations in each country orjurisdiction in or from which it may acquire, offer, sell or deliverInstruments or have in its possession or distribute any offering material,information memorandum, offering circular, prospectus, form of application,advertisement or other document or information.

Each Dealerfurther agrees that it will not directly or indirectly offer, sell or deliverany Instruments or distribute or publish the Information Memorandum or anyother offering material in or from any country or jurisdiction except undercircumstances that will, in its reasonable belief, result in compliance withany applicable laws and regulations, including in respect of the jurisdictionsset out above, and all offers and sales of Instruments by it will be made onthe foregoing terms.

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**SCHEDULE 2**

**CONDITIONS PRECEDENT**

1.                                 Acertified true copy (and, if applicable, English translation) of theConstitutive Documents of the Issuer and ABB Ltd.

2.                                 Certifiedtrue copies (and, if applicable, English translations) of all relevantresolutions of its board of directors or, as the case may be, board of managingdirectors or other governing body of the Issuer (including any New Issuer)authorising the issuance of Instruments in an aggregate principal amount of upto the Authorised Amount applicable to the Issuer and the execution, deliveryand performance by the Issuer of the Dealership Agreement, the Fiscal AgencyAgreement, the Deed of Covenant and the Instruments.

3.                                 Inrelation to the Issuer and ABB Ltd, a list of the names and titles and specimensignatures of the persons authorised:

(a)                                      tosign on behalf of the Issuer or ABB Ltd, as the case may be, theabove-mentioned documents;

(b)                                     tosign on behalf of the Issuer or ABB Ltd, as the case may be, all notices andother documents to be delivered pursuant thereto or in connection therewith;and

(c)                                      totake any other action on behalf of the Issuer or ABB Ltd, as the case maybe,  in relation to the Programme.

4.                                 Anynecessary governmental, tax, exchange control or other approvals or consents.

5.                                 TheDealership Agreement, duly executed.

6.                                 TheFiscal Agency Agreement, duly executed or a conformed copy thereof.

7.                                 Inrespect of the Issuer, the Deed of Covenant duly executed or a conformed copythereof.

8.                                 Acertified copy of the relevant duly executed Keep-Well Agreement.

9.                                 TheInformation Memorandum and confirmation of the approval of the Programme by SWXand the issuance of Instruments by the Issuer.

10.                           Legalopinions from suitable lawyers qualified in English law and internal Counsel ofABB Ltd, (in the case of the Issuer) from the legal advisers to the Issuer inGuernsey, currently Ozannes, (in the case of any New Issuer (as defined inClause 10.2)) from reputable and suitably qualified legal advisers in thejurisdiction of incorporation and, if different, tax residence of such NewIssuer.  Each legal opinion referred toabove (other than in respect of any New Issuer) to be delivered pursuant toClause 3.3(f) of the Dealership Agreement.

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11.                           Confirmationof the ratings for the Programme obtained from applicable rating agency(ies).

12.                           Inrelation to the Issuer and ABB Ltd, a letter from ABB Limited agreeing to actas process agent for the Issuer and ABB Ltd, as the case may be, in relation tothe Dealership Agreement, the Fiscal Agency Agreement, the Deed of Covenant andthe Instruments.

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**SCHEDULE 3**

**DEALER ACCESSION LETTER**

[Date]

[New Dealer[s]]

[Address]

Dear Sirs,

**ABBINTERNATIONAL FINANCE LIMITED**

(the “**Issuer**”)

**Programme for the Issuance of Debt Instruments**

We refer to theDealership Agreement dated 10 March 1993 and amended and restated on 20 December 2006 entered into inrespect of the above Programme for the Issuance of Debt Instruments (suchagreement, as modified or amended from time to time, the “**DealershipAgreement**”) between ourselves, ABB Ltd and the Dealers from time totime party thereto, and have pleasure in inviting [each of] you to become aDealer upon the terms of the Dealership Agreement [in respect of and for thepurpose of [specify Tranche of Instruments]](1), a copy of which has beensupplied to you by us.  We are enclosingcopies of the conditions precedent as set out in Schedule 2 to the DealershipAgreement and copies of the most recent comfort letters and opinions deliveredpursuant to paragraph (f) of Clause 3.3 of the Dealership Agreement.  Please return to us a copy of this lettersigned by an authorised signatory [on your behalf/on behalf of each of you]whereupon [each of] you will become a Dealer for the purposes of the DealershipAgreement with, [subject as hereinafter provided,] all the authority, rights,powers, duties and obligations of a Dealer under the Dealership Agreement [inrespect of and for the purpose of [specify Tranche of Instruments] and providedalways that [each of] you shall not be entitled to the benefit of ourundertakings contained in Clause 3.3 of the Dealership Agreement except for thosecontained in paragraphs (a), (f)(ii) and (iii), (g), (h), (i) and (k) thereofand the provisions of Clauses 8, 9 and 10 of the Dealership Agreement shall notapply to [any of] you].(1)

This letter isgoverned by, and shall be construed in accordance with, English law.

Yours faithfully,

**ABBInternational Finance Limited**

By:

By:

By:

**ABBLtd**

By:

----

(1)           Applies only where the incomingDealer is being appointed in respect of a particular Tranche of Instruments

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**CONFIRMATION**

We hereby acceptthe appointment as a Dealer and accept all of the duties and obligations under,and terms and conditions of, the Dealership Agreement upon the terms of thisletter [in respect of and for the purpose of [specify Tranche of Instruments]].

We confirm that weare in receipt of all the documents referred to in the second sentence of yourletter and have found them to be satisfactory.

For the purposesof the Dealership Agreement our communications details are as set out below.

**[NEWDEALER]**

By:

Date:
| Address:   | [            ] |   |
|------------|----------------------------------------------------------------------------|--------|
| Telex:     | [            ] |   |
| Facsimile: | [            ] |   |
| Attention: | [            ] |   |

 

**[NEWDEALER]**

By:

Date:
| Address:   | [            ] |   |
|------------|----------------------------------------------------------------------------|--------|
| Telex:     | [            ] |   |
| Facsimile: | [            ] |   |
| Attention: | [            ] |   |

 

[(1) Copies to:

(i)                               allexisting Dealers who have been appointed in respect of the Programme generally;and

(ii)                            theFiscal Agent.]

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(1)           Appliesonly where the incoming Dealer is being appointed in respect of the Programmegenerally

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**SCHEDULE 4**

**SPECIMEN FORM OF RECORD OF RELEVANT AGREEMENTAPPROPRIATE WHERE A GROUP OFDEALERS ARE JOINTLY AND SEVERALLY AGREEING TO SUBSCRIBE FOR THE RELEVANTINSTRUMENTS**

[Letterhead of the Issuer]

[Date]

**Form of Record of Relevant Agreement**

[                      ]

(the “**Relevant Dealer**”)

[                      ]

(together, withthe Relevant Dealer, the “**Dealers**”)

Dear Sirs

**ABBINTERNATIONAL FINANCE LIMITED**

 (the “**Issuer**”)

**Programme for the Issuance of Debt Instruments**

**Issue of**

**[*Aggregate principal amountand title of Instruments to be issued (the****“**Instruments**”**)]***

We, [ABBInternational Finance Limited] (the “**Issuer**”) andABB Ltd, refer to the dealership agreement (the “**DealershipAgreement**”) dated 10 March 1993 and amended and restated on 20 December 2006 and made between ourselves as Issuer,ABB Ltd and the Dealer named therein and entered into with respect to theProgramme for the issuance of debt instruments, described in an informationmemorandum dated 20 December****2006.  [TheInstruments are the subject of an invitation telex dated[        ].]

We write in orderto record the agreement between us as follows:

(a)                            ouragreement recorded in this letter is a Relevant Agreement as defined in theDealership Agreement and is subject to the Dealership Agreement (save asmodified in relation to the Instruments as provided herein) and the PricingSupplement which has been prepared in respect of such Instruments;

(b)                           wewill, in accordance with the Fiscal Agency Agreement dated 10 March 1993 andamended and restated on 20December 2006 and as further amended or supplemented from time to time, issuethe Instruments (represented by an appropriate temporary global instrument) on[           ]* (or suchlater date, being not later than [        ]*,as may be agreed between us and the Relevant Dealer on your behalf) (the “**closing date**”);

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(c)                            youjointly and severally undertake that you will subscribe for the Instruments onthe closing date at their [issue price]* as specified in the invitation telex[plus (if the closing date has been subject to postponement) accrued intereston their principal amount]* (the “**Issue Price**”) and, on the closing date, pay the netsubscription moneys for the Instruments being the Issue Price [(less thecommissions, concessions and other matters agreed to be deducted pursuant toparagraph (d) below)] by credit transfer in the currency in which theInstruments are denominated for same day/immediate value to [set out fulldetails of the Issuer’s receiving bank account].

(d)                           [specifyagreement with respect to commissions, concessions, costs and expenses andother such matters stating whether such items may be deducted from the IssuePrice payable on the closing date;]

(e)                            [[          ]agrees to act as [insert details of any calculation agency or similar functionwhich [          ] has agreedto undertake] and we confirm that the provisions of Clause 3.2(f) of theDealership Agreement will apply to such appointment].**

Please signifyyour confirmation that the foregoing correctly records the agreement between usby counter-signing and returning the enclosed copy of this letter together withevidence of the authority of the person signing on your behalf.

This letteragreement is governed by, and shall be construed in accordance with, Englishlaw.

Yours faithfully

**[ABBINTERNATIONAL FINANCE LIMITED]**
| **By:**     | **By:**    |
|-------------|------------|
| ** **  | ** ** |
| **ABB LTD** |       |
| ** **  |       |
| **By:**     | **By:**    |

 

Confirmed

*[list the Relevant Dealer andDealers in*

*theagreed order]*

By:

----

*              deleteor complete as appropriate

**           onlyto be considered in relation to Tranches where a Dealer has agreed to undertakeany calculation agency or similar function

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**SCHEDULE 5**

**NOTICE OF INCREASE OF AUTHORISED AMOUNT**

To:          [list all current Dealer(s) appointedin respect of the Programme generally]

Dear Sirs,

**ABBINTERNATIONAL FINANCE LIMITED**

**(the**“**Issuer**”**)**

**Programme for the Issuance of up toU.S.$5,250,000,000 Debt Instruments**

We refer to theDealership Agreement dated 10 March 1993 and amended and restated on 20 December 2006 entered into inrespect of the above Programme for the Issuance of Debt Instruments (suchagreement, as modified or amended from time to time, the “**DealershipAgreement**”), between ourselves as Issuer, ABB Ltd and the Dealersfrom time to time party thereto.  Termsused in the Dealership Agreement shall have the same meanings in this letter.

Pursuant to Clause9.1 of the Dealership Agreement, we hereby inform each of the addressees listedabove that the Authorised Amount be increased from[          ] to[          ] with effect from[date] or such later date upon which the requirements of Clause 9.2 of theDealership Agreement shall be fulfilled, subject always to the provisions ofClause 9.2 of the Dealership Agreement.

From the date uponwhich the increase in the Authorised Amount becomes effective, all referencesin the Dealership Agreement to the Authorised Amount shall be to the newincreased amount as specified herein.

This letter isgoverned by, and shall be construed in accordance with, the laws of England.

Yours faithfully,

**ABBInternational Finance Limited**

By:

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**SCHEDULE 6**

**UNDERTAKING FROM NEW ISSUER**

To:          [list all current Dealer(s) appointedin respect of the Programme generally]

Dear Sirs,

**ABBINTERNATIONAL FINANCE LIMITED**

**(the**“**Issuer**”**)**

**Programme for the Issuance of up toU.S.$5,250,000,000 Debt Instruments**

We refer to theDealership Agreement dated 10 March 1993 and amended and restated on 20 December 2006 entered into inrespect of the above Programme for the Issuance of Debt Instruments (suchagreement, as modified or amended from time to time, the “**DealershipAgreement**”), between the Issuer, ABB Ltd and the Dealers from timeto time party thereto.  Terms used in theDealership Agreement shall have the same meanings in this letter.

We desire tobecome an Issuer in respect of the Programme and accordingly a party to the DealershipAgreement.

We herebyundertake, with effect from[          ], to each of theDealers to be bound by and to represent, warrant, undertake, perform and complywith all the provisions of the Dealership Agreement in all respects as if wehad been originally named a party thereto as Issuer but on the basis that *[specify any amendments, supplements or modifications which arenecessary to the provisions of the Dealership Agreement in its application tothe New Issuer]*.

This letter isgoverned by, and shall be construed in accordance with, the laws of England.

Yours faithfully,

**ABBInternational Finance Limited**

By:

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**SCHEDULE 7(1)**

**NOTICE DETAILS**
| **ABB INTERNATIONAL FINANCE LIMITED**              |
|----------------------------------------------------|
| ** **                                         |
| Address:                                           | Suite 3 |
|                                               | Weighbridge House |
|                                               | The Pollet |
|                                               | St. Peter Port |
|                                               | Guernsey |
|                                               | GY1 IWL |
|                                               | Channel Islands |
|                                               |   |
| Fax:                                               | +44 1481 729 016 |
| Attention:                                         | Business Administration |
|                                               |   |
| *copy to:*                                         |   |
| * *                                           |   |
| Address:                                           | ABB Group Treasury Operations |
|                                               | Affolternstrasse 44 |
|                                               | CH 8050 Zurich |
|                                               | Switzerland |
|                                               |   |
| Fax:                                               | +41 43 317 7474 |
| Attention:                                         | Business Operations |
|                                               |   |
|                                               |   |
| **ABB LTD**                                        |   |
| ** **                                         |   |
| Address:                                           | Affolternstrasse 44 |
|                                               | 8050 Zurich |
|                                               | Switzerland |
|                                               |   |
| Fax:                                               | +41 43 317 7992 |
| Attention:                                         | Legal Department |
|                                               |   |
|                                               |   |
| **MORGAN STANLEY & CO. INTERNATIONAL LIMITED** |
| ** **                                         |
| Address:                                           | 25 Cabot Square |
|                                               | Canary Wharf |
|                                               | London E14 4QA |
|                                               |   |
| Fax:                                               | +44 20 7677 7999 |
| Attention:                                         | Global Capital Markets - Head of Transaction  Management Group |
|                                                    |  |  |

 

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(1) Pleaseconfirm all contact details are correct.

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**SIGNATURES**

*TheIssuer*

**ABBINTERNATIONAL FINANCE LIMITED**
| /s/ | Alex Hall |   | /s/ | Chris Noon |   |
|-----|-----------|--------|-----|------------|--------|
| By: | Alex Hall |   | By: | Chris Noon |

 

*ABB Ltd*

**ABB LTD**
| /s/ | Michel Demaré |   | /s/ | Alfred Storck |   |
|-----|--------------------|--------|-----|---------------|--------|
| By: | Michel Demaré |   | By: | Alfred Storck |   |

 

*TheDealer*

**MORGANSTANLEY & CO. INTERNATIONAL LIMITED**
| /s/ | James Walter |   |   |
|-----|--------------|--------|--------|
| By: | James Walter |   |   |

 

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