Exhibit 1.1  Articles of Incorporation of ABB Ltd, Zurich as of January 10, 2008  This is a translation of the original German
version. In case of any discrepancy, the German version shall prevail.  Section 1:
Name, Place of Incorporation, Purpose and Duration  Name, Place of
Incorporation Article 1 Under the name ABB Ltd ABB AG ABB SA there exists a
corporation with its place of incorporation in Zurich.  Purpose Article 2 1The
purpose of the Company is to hold interests in business enterprises, particularly
in enterprises active in the areas of industry, trade and services. 2The
Company may acquire, encumber, exploit or sell real estate and intellectual
property rights in Switzerland and abroad and may also finance other companies. 3The
Company may engage in all types of transactions and may take all measures that
appear appropriate to promote, or that are related to, the purpose of the
Company.  Duration Article 3 The duration of
the Company shall be unlimited.  Section 2:
Share Capital  Share Capital Article 4 1The
share capital of the Company is CHF 5,790,037,755 and is divided into
2,316,015,102 fully paid registered shares. Each share has a par value of CHF
2.50. 2Upon
resolution of the General Meeting of Shareholders, registered shares may be
converted into bearer shares and bearer shares may be converted into registered
shares.  Contingent Share
Capital Article 4bis 1The
share capital may be increased in an amount not to exceed CHF 25,000,000
through the issuance of up to 10,000,000 fully paid registered shares with a
par value of CHF 2.50 per share, through the exercise of warrant rights granted
to the shareholders by the Company or one of its group companies. The Board of
Directors may grant warrant rights not taken up by shareholders for other purposes
in the interest of the Company. The
pre-emptive rights of the shareholders shall be excluded in connection with the
grant of warrant rights. The then current owners of warrants shall be entitled
to subscribe for the new shares. The conditions of the warrants shall be
determined by the Board of Directors. 2The
acquisition of shares through the exercise of warrants and each subsequent
transfer of the shares shall be subject to the restrictions of art. 5 of these
Articles of Incorporation. 3canceled


4The
share capital may be increased in an amount not to exceed CHF 110,749,132.50
through the issuance of up to 44,299,653 fully paid registered shares with a
par value of CHF 2.50 per share by the issuance of new shares to employees of
the Company and group companies. The pre-emptive and advance subscription
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to one
or more regulations to be issued by the Board of Directors, taking into account
performance, functions, levels of responsibility and profitability criteria.
Shares or subscription rights may be issued to employees at a price lower than
that quoted on the stock exchange. 5The
acquisition of shares within the context of employee share ownership and each
subsequent transfer of the shares shall be subject to the restrictions of
art.  5 of these Articles of
Incorporation.  Authorized Share
Capital Article 4ter 1The Board of Directors shall be authorized to increase the
share capital in an amount not to exceed CHF 500,000,000 through the issuance
of up to 200,000,000 fully paid registered shares with a par value of CHF 2.50
per share by not later than May 3, 2009. Increases in partial amounts
shall be permitted. 2The subscription and acquisition of the new shares, as well
as each subsequent transfer of the shares, shall be subject to the restrictions
of art. 5 of these Articles of Incorporation. 3The Board of Directors shall determine the date of issue of
new shares, the issue price, the type of payment, the conditions for the
exercise of pre-emptive rights, and the beginning date for dividend
entitlement. In this regard, the Board of Directors may issue new shares by
means of a firm underwriting through a banking institution, a syndicate or
another third party with a subsequent offer of these shares to the
shareholders. The Board of Directors may permit pre-emptive rights that have
not been exercised to  expire or it may
place these rights and/or shares as to which pre-emptive rights have been
granted but not exercised, at market conditions or use them for other purposes
in the interest of the Company. 4The Board of Directors is further authorized to restrict or
deny the pre-emptive rights of shareholders and allocate such rights to third
parties if the shares are to be used: a) for the
acquisition of an enterprise, parts of an enterprise, or participations, or for
new investments, or, in case of a share placement, for the financing or
refinancing of such transactions; or b) for the
purpose of broadening the shareholder constituency in connection with a listing
of shares on domestic or foreign stock exchanges.  Share Register
and Restrictions on Registration, Nominees Article 5 1The
Company shall maintain a share register listing the surname and first name (in
the case of legal entities, the company name) and address of the holders and
usufructuaries of the registered shares. 2Acquirors
of registered shares shall be registered upon request in the share register as
shareholders with the right to vote, provided that they expressly declare that
they acquired the registered shares in their own name and for their own
account. 3If
persons fail to expressly declare in their registration applications that they
hold the shares for their own account (the Nominees), the Board of Directors
shall enter such persons in the share register with the right to vote, provided
that the Nominee has entered into an agreement with the Board of Directors
concerning his status and is subject to a recognized bank or financial market
supervision. 4After
hearing the registered shareholder or Nominee, the Board of Directors may
cancel registrations in the share register, retroactive to the date of
registration, if such registrations were made based on incorrect information.
The relevant shareholder or Nominee shall be informed immediately as to the
cancellation.


5The
Board of Directors shall regulate the details and issue the instructions
necessary for compliance with the preceding provisions. In special cases, it
may grant exemptions from the rule concerning Nominees. The Board of
Directors may delegate its duties. 6   Notwithstanding paras. 24 of
this article, acquirors of registered shares may be registered in the share register
with Värdepapperscentralen VPC AB (VPC) in accordance with Swedish law.  Share
Certificates Article 6 1The
shareholder may at any time request the Company to issue a confirmation of the
number of registered shares held by such shareholder. The shareholder is not
entitled, however, to request the printing and delivery of certificates for
registered shares. The Company may, on the other hand, at any time print and
deliver certificates for registered shares, and may, with the consent of the
shareholder, destroy issued certificates that are delivered to it, without
replacement. 2Uncertificated
registered shares, including any uncertificated rights arising thereunder, may
be transferred only by way of assignment. The assignment must be notified to
the Company in order to be valid. 3Uncertificated
registered shares and the pecuniary rights associated therewith may be pledged
only by way of a written agreement, and only in favor of the bank at which the
shareholder holds such shares in book-entry form. Notification to the Company
shall not be necessary. Uncertificated registered shares registered with VPC
may be pledged in accordance with Swedish law. 4In
the event that shares are printed, they shall bear the signatures of two
members of the Board of Directors. These signatures may be facsimile
signatures. 5The
Company may in any event issue certificates representing more than one share.  Exercise of
Rights Article 7 1The
Company shall only accept one representative per share. 2The
right to vote and rights relating thereto under a registered share may be
exercised vis-à-vis the Company only by a shareholder, usufructuary or Nominee
registered in the share register with the right to vote.  Dividend Access
Facility Article 8 1The
Company has established a dividend access facility under which shareholders who
are resident in Sweden have the option to be registered with VPC as holders of
a total of up to 600,004,716 registered shares of the Company, with suspended
dividend entitlement. The claim to dividends against the Company on such
registered shares shall be suspended as long as such registered shares are
registered with VPC. In lieu thereof, on each such registered share, an amount
equivalent to the dividend resolved on a registered share of the Company shall
be paid in Swedish kronor by ABB Participation AB based on the dividend
entitlement on a preference share. 2In
deciding on the appropriation of dividends, the General Meeting of Shareholders
shall take into account that the Company will pay dividends only on shares that
do not participate in the dividend access facility.


Section 3:
Corporate Bodies  A. General
Meeting of Shareholders  Competence Article 9 The General
Meeting of Shareholders is the supreme body of the Company.  Ordinary General
Meetings Article 10 The Ordinary
General Meeting of Shareholders shall be held each year within six months after
the close of the fiscal year of the Company; the business report and the
Auditors report, together with the Group Auditors report, shall be made
available for inspection by the shareholders at the place of incorporation of
the Company by no later than twenty days prior to the meeting. Each shareholder
is entitled to request immediate delivery of a copy of these documents.
Shareholders will be notified of this in writing.  Extraordinary
General Meetings Article 11 1Extraordinary
General Meetings of Shareholders shall be held when deemed necessary by the
Board of Directors or the Auditors. 2Furthermore,
Extraordinary General Meetings of Shareholders shall be convened upon
resolution of a General Meeting of Shareholders or if this is requested by one
or more shareholders who represent an aggregate of at least one-tenth of the
share capital and who submit a petition signed by such shareholder(s), specifying
the items for the agenda and the proposals.  Notice of
General Meetings Article 12 1Notice
of General Meetings of Shareholders shall be given by the Board of Directors
or, if necessary, by the Auditors, by no later than twenty days prior to the meeting
date. Notice of the meeting shall be given by way of an announcement appearing
once in the official publication organ of the Company. Shareholders may also be
informed by ordinary mail. Liquidators and representatives of bondholders shall
also be entitled to call a General Meeting of Shareholders. 2The
notice of a meeting shall state the items on the agenda and the proposals of
the Board of Directors and of the shareholders who demanded that a General
Meeting of Shareholders be held or that an item be included on the agenda and,
in case of elections, the names of the nominated candidates.  Agenda Article 13 1One
or more shareholders whose combined shareholdings represent an aggregate par
value of at least CHF 1,000,000 may demand that an item be included on the
agenda of a General Meeting of Shareholders. Such inclusion must be requested
in writing at least forty days prior to the meeting and shall specify the
agenda items and proposals of such shareholder(s). 2No
resolutions may be passed at a General Meeting of Shareholders concerning
agenda items for which proper notice was not given. This provision shall not
apply, however, to proposals made during a General Meeting of Shareholders to
convene an Extraordinary General Meeting of Shareholders or to initiate a
special audit. 3No
previous notification shall be required for proposals concerning items included
on the agenda and for debates as to which no vote is taken.  Presiding
Officer, Minutes, Vote Counters Article 14 1The
General Meeting of Shareholders shall be held at the place of incorporation of
the Company, unless the Board of Directors decides otherwise. The Chairman of
the Board or, in his absence, a Vice-Chairman or any other Member appointed by
the Board, shall take the chair. 2The
presiding officer shall appoint the secretary and the vote counters. The
minutes shall be signed by the presiding officer and the secretary.


3The
presiding officer shall have all powers and authority necessary to ensure the
orderly and undisturbed conduct of the General Meeting of Shareholders.  Proxies Article 15 1The
Board of Directors shall issue procedural rules regarding participation in
and representation at the General Meeting of Shareholders. 2A
shareholder may be represented only by his legal representative, another
shareholder with the right to vote, a corporate body (Organvertreter), an
independent proxy (unabhängiger Stimmrechtsvertreter), or a depositary
(Depotvertreter). All shares held by one shareholder may be represented by only
one representative.  Voting Rights Article 16 Subject to art.
5 para. 2 of these Articles of Incorporation, each share shall grant the right
to one vote.  Resolutions,
Elections Article 17 1Unless
otherwise required by law, the General Meeting of Shareholders shall pass
resolutions and decide elections upon an absolute majority of the votes
represented. 2Resolutions
and elections shall be decided by a show of hands, unless a secret ballot is
resolved by the General Meeting of Shareholders or is ordered by the presiding
officer. The presiding officer may also arrange for resolutions and elections
to be carried out by electronic means. Resolutions and elections carried out by
electronic means are deemed to have the same effect as secret ballots. 3The
presiding officer may at any time order that an election or resolution decided
by a show of hands be repeated through a secret ballot if, in his view, the
results of the vote are in doubt. In this case, the preceding decision by a
show of hands shall be deemed to have not occurred. 4If
the first ballot fails to result in an election and more than one candidate is
standing for election, the presiding officer shall order a second ballot in
which a relative majority shall be decisive.  Specific Powers
of the General Meeting Article 18 The following powers shall be vested exclusively in the
General Meeting of Shareholders: a)adoption
and amendment of the Articles of Incorporation; b)election
of the members of the Board of Directors, the Auditors, the Group Auditors and
the Special Auditors; c)approval
of the annual report and the consolidated financial statements; d)approval
of the annual financial statements and deciding on the allocation of profits
shown on the balance sheet, in particular with regard to dividends; e)granting
discharge to the members of the Board of Directors and the persons entrusted
with management; f)passing
resolutions as to all matters reserved to the authority of the General Meeting
by law or under these Articles of Incorporation or that are submitted to the
General Meeting by the Board of Directors, subject to art. 716a Swiss Code of
Obligations.  Special Quorum Article 19 The approval of
at least two-thirds of the votes represented shall be required for resolutions
of the General Meeting of Shareholders with respect to: a)a modification of the purpose of the Company;


b)the
creation of shares with increased voting powers; c)restrictions
on the transfer of registered shares and the removal of such restrictions; d)restrictions
on the exercise of the right to vote and the removal of such restrictions; e)an
authorized or conditional increase in share capital; f)an
increase in share capital through the conversion of capital surplus, through an
in-kind contribution or in exchange for an acquisition of property, and a grant
of special benefits; g)the
restriction or denial of pre-emptive rights; h)a
transfer of the place of incorporation of the Company; i)the
dissolution of the Company without liquidation.  B. Board of
Directors  Number of Directors Article 20 The Board of
Directors shall consist of no less than 7 and no more than 13 members, all of
whom shall be shareholders.  Term of Office Article 21 1The
term of office of the members of the Board of Directors shall be one year. In
this regard, one year shall mean the period between two Ordinary General
Meetings of Shareholders. 2Members
of the Board of Directors whose terms of office have expired shall be
immediately eligible for re-election.  Organization of
the Board, Remuneration Article 22 1The
Board of Directors shall elect from among its members one Chairman and one or
more Vice-Chairmen. It shall appoint a secretary who need not be a member of
the Board. 2The
members of the Board of Directors shall be entitled to the reimbursement of all
expenses incurred in the interests of the Company, as well as remuneration for
their services that is appropriate in view of their functions and
responsibilities. The amount of the remuneration shall be fixed by the Board of
Directors or a committee of the Board of Directors.  Convening of
Meetings Article 23 The Chairman
shall convene meetings of the Board of Directors if and when the need arises or
whenever a member or the chief executive officer so requests in writing.  Resolutions Article 24 1In
order to pass resolutions, at least a majority of the members of the Board of
Directors must be present. No attendance quorum shall be required for
resolutions of the Board of Directors providing for the confirmation of capital
increases or for the amendment of the Articles of Incorporation in connection
therewith. 2Resolutions
of the Board of Directors shall be adopted upon a majority of the votes cast.
In the event of a tie, the Chairman shall have the casting vote. 3Resolutions
may be passed by way of circulation (in writing), provided that no member
requests oral deliberation.


Specific Powers
of the Board Article 25 1The
Board of Directors has, in particular, the following nondelegable and
inalienable duties: a)the
ultimate direction of the business of the Company and the issuance of the
necessary instructions; b)the
determination of the organization of the Company; c)the
administration of accounting, financial control and financial planning; d)the
appointment and removal of the persons entrusted with management and
representation of the Company; e)the
ultimate supervision of the persons entrusted with management of the Company,
specifically in view of their compliance with law, these Articles of
Incorporation, the regulations and directives; f)the
preparation of business reports, the preparations for the General Meetings of
Shareholders and the implementation of the resolutions adopted by the General
Meetings of Share-holders; g)the
adoption of resolutions concerning an increase in share capital to the extent
that such power is vested in the Board of Directors (art. 651 para. 4 Swiss
Code of Obligations) and of resolutions concerning the confirmation of capital
increases and corresponding amendments to the Articles of Incorporation, as
well as making the required report on the capital increase; h)the
examination of the professional qualifications of the qualified auditors; i)notification
of the court if liabilities exceed assets. 2In
addition, the Board of Directors may pass resolutions with respect to all
matters that are not reserved to the authority of the General Meeting of
Shareholders by law or under these Articles of Incorporation.  Delegation of
Powers Article 26 Subject to art.
25 of these Articles of Incorporation, the Board of Directors may delegate
management of the Company in whole or in part to individual directors or to
third persons (Executive Committee) pursuant to regulations governing the
internal organization.  Signature Power Article 27 The due and
valid representation of the Company by members of the Board of Directors or
other persons shall be set forth in regulations governing the internal
organization.  C. Auditors,
Group Auditors and Special Auditors  Term, Powers and
Duties Article 28 1The
Auditors and the Group Auditors, both of which shall be elected by the General
Meeting of Shareholders each year, shall have the powers and duties vested in
them by law. 2Special
auditors, which shall be elected by the General Meeting of Shareholders each
year, shall have the powers and duties vested in them with respect to the
special reviews required in connection with capital increases (articles 652f,
653f and 653i Swiss Code of Obligations).  Section 4:
Annual Financial Statements, Consolidated Financial Statements and Profit Allocation  Fiscal Year,
Business Report Article 29 1The
fiscal year shall close as of December 31 of each year, closing for the
first time on December 31, 1999. 2For
each fiscal year, the Board of Directors shall prepare a business report
including the annual financial statements (consisting of the profit and loss
statements, balance sheet and notes to the financial statements), the annual
report and the consolidated financial statements.


Allocation of
Profit Shown on the Balance Sheet, Reserves Article 30 1The
profit shown on the balance sheet shall be allocated by the General Meeting of
Shareholders within the limits set by applicable law. The Board of Directors
shall submit its proposals to the General Meeting of Shareholders. 2Further
reserves may be taken in addition to the reserves required by law. 3Dividends
that have not been collected within five years after their expiry date shall
pass to the Company and be allocated to the general reserves.  Section 5:
Announcements, Communications  Announcements,
Communications Article 31 1The
official publication organ of the Company shall be the Swiss Official Gazette
of Commerce. 2To
the extent that personal notification is not mandated by law, all
communications to the shareholders shall be deemed valid if published in the
Swiss Official Gazette of Commerce. Written communications by the Company to
its shareholders shall be sent by ordinary mail to the last address of the
shareholder or authorized recipient entered in the share register.  Section 6:
In-Kind Contributions and Acquisitions of Property  In-Kind
Contributions Article 32 1Pursuant
to an in-kind contribution agreement by and between the Company and Credit
Suisse First Boston, in Zurich, dated June 26, 1999, the Company, in
connection with the capital increase dated June 26, 1999, shall acquire
from Credit Suisse First Boston, in Zurich, as trustee of the former
shareholders of ABB Participation AG (former ABB AG), in Baden, 5,453,500 fully
paid registered shares of ABB Participation AG (former ABB AG) with a par value
of CHF 10 per share and 7,904,200 bearer shares of ABB Participation AG (former
ABB AG) with a par value of CHF 50 per share. These shares will be acquired at
a total value of CHF 3,328,079,400. In consideration for such contribution
in-kind, the Company shall issue to Credit Suisse First Boston, as trustee of
the former shareholders of ABB Participation AG (former ABB AG), a total of
145,807,329 fully paid registered shares with an aggregate par value of CHF
1,458,073,290. The Company shall allocate the difference between the total par
value of the issued shares and the net book value of the in-kind contribution
in the total amount of CHF 1,870,006,110 to the reserves. 2Pursuant
to an in-kind contribution agreement by and between the Company and
Skandinaviska Enskilda Banken AB (publ), in Stockholm, dated June 26,
1999, the Company, in connection with the capital increase dated June 26,
1999, shall acquire from Skandinaviska Enskilda Banken AB (publ), in Stockholm,
as trustee of the former shareholders of ABB Participation AB (former ABB AB),
in Västerås, 651,813,826 A shares of ABB Participation AB (former ABB AB) and
241,261,761 B shares of ABB Participation AB (former ABB AB). These shares will
be acquired at a total value of CHF 3,260,285,190. In consideration for such
contribution in-kind, the Company shall issue to Skandinaviska Enskilda Banken
AB (publ), as trustee of the former shareholders of ABB Participation AB
(former ABB AB), a total of 142,830,293 fully paid registered shares with an
aggregate par value of CHF 1,428,302,930. The Company shall allocate the
difference between the total par value of the issued shares and the net book
value of the in-kind contribution in the total amount of CHF 1,831,982,260 to
the reserves.


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