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                                                                     EXHIBIT 2.4

                                                                  CONFORMED COPY


                         ABB INTERNATIONAL FINANCE N.V.

                           PROGRAMME FOR THE ISSUANCE
                               OF DEBT INSTRUMENTS


                        --------------------------------

                                DEED OF COVENANT

                        --------------------------------


                                  10 March 1993


                                 Clifford Chance
                                     London

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T H I S D E E D is made the 10th day of March 1993

----------------

BY:

(1)     ABB INTERNATIONAL FINANCE N.V. (the "ISSUER")

IN FAVOUR OF

(2)     THE ACCOUNT HOLDERS from time to time (the "ACCOUNT HOLDERS") of Morgan
        Guaranty Trust Company of New York, Brussels office, as operator of the
        Euroclear System and Cedel S.A. and of any other clearing system to
        which Instruments or any interest therein may from time to time be
        credited (together, the "CLEARING SYSTEMS" and each a "CLEARING
        SYSTEM").

WHEREAS:

(A)     The Issuer has entered into a Dealership Agreement dated 10 March 1993
and made between itself and ABN AMRO Bank N.V., Credit Suisse First Boston
Limited, Deutsche Bank AG London, Goldman Sachs International Limited, Lehman
Brothers International (Europe), J.P. Morgan Securities Ltd., Morgan Stanley
International, NatWest Capital Markets Limited, Swiss Bank Corporation and UBS
Phillips & Drew Securities Limited as dealers (the "DEALERS", which expression
shall include any institution appointed as a dealer in accordance therewith)
under which debt instruments ("INSTRUMENTS") may from time to time be sold by
the Issuer to, and purchased by, a Dealer. Such Instruments may be represented
initially by a temporary global instrument (the "TEMPORARY GLOBAL INSTRUMENT")
exchangeable in accordance with its terms for a permanent global instrument (the
"PERMANENT GLOBAL INSTRUMENT") or, as the case may be, definitive Instruments
("DEFINITIVE INSTRUMENTS") and/or (if the Temporary Global Instrument so
provides) registered instruments ("REGISTERED INSTRUMENTS"). Permanent Global
Instruments are, in accordance with their respective terms, exchangeable for
Definitive Instruments and/or (if the Permanent Global Instrument so provides)
Registered Instruments. References herein to a "GLOBAL INSTRUMENT" shall, as the
context may require, be to a Permanent Global Instrument or, as the case may be,
a Temporary Global Instrument. A Global Instrument will be delivered to a
depositary or a common depositary for any one or more of the Clearing Systems
for credit to such securities clearance (or any other) account or accounts with
any Clearing System as may be determined by the terms and conditions and
operating procedures or management regulations (the "OPERATING REGULATIONS") of
the relevant Clearing System with its respective participants.

(B)     An Account Holder, to whose securities clearance (or any other) account
with a Clearing System is credited rights in respect of a Global Instrument, may
be entitled, under and in accordance with the Operating Regulations of the
relevant Clearing System, to instruct the relevant Clearing System to debit its
securities clearance (or any other) account with rights in respect of
Instruments represented by the Global Instrument and credit the same to the
securities clearance (or any other) account or accounts of other Account Holders
with the same or another Clearing System.

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(C)     In certain circumstances, indicated in the relevant Global Instrument,
such Global Instrument will become void. In such circumstances, subject to and
in accordance with the terms of this Deed, each Relevant Account Holder (as
defined below) will acquire against the Issuer all those rights which such
Relevant Account Holder would have acquired if, immediately prior to such Global
Instrument becoming void, such Relevant Account Holder were the holder of
Definitive Instruments and/or Registered Instruments issued by the Issuer in
exchange for its interest in the relevant Global Instrument, including, without
limitation, rights to receive principal, interest or any other amount due in
respect of such Definitive Instruments and/or Registered Instruments (the
"DIRECT RIGHTS"). For these purposes, any reference to the "RELEVANT ACCOUNT
HOLDERS" is to those Account Holders (other than the Clearing Systems to the
extent to which they are account holders with each other for the purposes of
operating the "bridge" between them) to whose securities clearance (or any
other) accounts rights in respect of Instruments represented by the Global
Instrument are, at the time at which the Global Instrument becomes void,
credited and any reference to a "RELEVANT ACCOUNT HOLDER" is to any one of them.

THIS DEED WITNESSES as follows:

1.      If a Global Instrument becomes void in accordance with its terms, then
each Relevant Account Holder shall acquire against the Issuer the Direct Rights.
The Issuer agrees that such Direct Rights shall, by virtue of this Deed, be so
acquired by such Relevant Account Holder immediately upon the relevant Global
Instrument becoming void, without any need for any further action by any person.

2.      The records of the relevant Clearing System shall, in the absence of
manifest error, be conclusive as to the identity of each Relevant Account Holder
and the principal amount of rights in respect of the Instruments represented by
any Global Instrument credited to the securities clearance account of each such
Relevant Account Holder at any time. Any statement issued by a Clearing System
as to its records shall, in the absence of manifest error, be conclusive
evidence of the records of the relevant Clearing System for the purposes of this
Clause 2 (but without prejudice to any other means of producing such records in
evidence).

3.      All amounts payable in respect of this Deed by the Issuer will be made
free and clear of and without withholding or deduction for or on account of any
present or future taxes, duties, assessments or governmental charges of whatever
nature ("TAXES") imposed or levied by or on behalf of its jurisdiction of
incorporation or any political subdivision thereof or any authority therein or
thereof having power to tax, unless the withholding or deduction of the Taxes is
required by law. In that event, subject to the exceptions and limitations set
forth below, the Issuer will pay such additional amounts as may be necessary in
order that the net amounts receivable by any Relevant Account Holder after such
withholding or deduction shall equal the respective amounts which would have
been receivable by such Relevant Account Holder in the absence of such
withholding or deduction; except that no such additional amounts shall be
payable to any Relevant Account Holder (or to a third party on behalf of such
Relevant Account Holder):

                (i)     where such Relevant Account Holder is liable to such
                        Taxes by reason of his having some connection with the
                        jurisdiction of incorporation of the Issuer other than
                        the mere fact of being a Relevant Account Holder; or

                (ii)    where such Relevant Account Holder is able to avoid such
                        withholding or deduction by making a declaration of
                        non-residence or other similar claim for

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                        exemption to the relevant tax authority.

4.      This Deed is governed by, and shall be construed in accordance with,
English law.

5.      In relation to any legal action or proceedings arising out of or in
connection with this Deed ("PROCEEDINGS"), the Issuer irrevocably submits to the
jurisdiction of the courts of England and waives any objection to Proceedings in
such courts whether on the ground of venue or on the ground that the Proceedings
have been brought in an inconvenient forum. This submission is made for the
benefit of each Relevant Account Holder and shall not limit the right of any of
them to take Proceedings in any other court of competent jurisdiction nor shall
the taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction (whether concurrently or not).

6.      The Issuer appoints Asea Brown Boveri Limited, incorporated in England,
of Orion House, 5 Upper St. Martin's Lane, London WC2H 9EA, as its agent in
England to receive service of process in any Proceedings in England. If for any
reason such process agent ceases to act as such or no longer has an address in
England, the Issuer agrees to appoint a substitute process agent and to notify
the Relevant Account Holders of such appointment in accordance with Condition 14
(as if the relevant Global Instrument had been exchanged for Definitive
Instruments) and failing such appointment within 21 days, any Relevant Account
Holder shall be entitled to appoint such a person by notice to the Issuer.
Nothing contained herein shall affect the right to serve process in any other
manner permitted by law.

IN WITNESS WHEREOF this Deed has been executed as a deed by the Issuer and is
intended to be and is hereby delivered on the day and year first before written.

EXECUTED as a deed under      )  By:        /s/ JAN ROXENDAL
Seal by ABB INTERNATIONAL                                                )(L.S.)
FINANCE N.V.                  )
                              )  By:        /s/ J. J. M. VERHAAK

                                 By Proxy:  J. C. W. van Burg
                                            J. C. W. VAN BURG

(1)                           acting by JAN ROXENDAL        )

In the presence of:

Witness signature:            /s/  A. BAUMER

Witness name:                 Antje Baumer

Witness address:              Flurstrasse 13
                              CH-8302 Kloten

Witness occupation:           Secretary

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(2)                           acting by    )   JAAP VAN BURG


In the presence of:

Witness signature:            /s/  B. BEKKERING

Witness name:                 Bart Bekkering

Witness address:              Jongbloed K-115
                              Curacao, Neth Antilles

Witness occupation:           front desk officer