**Exhibit 4.15**

 

**[Letterhead of ABB]**

 

 

Mr. Ulrich Spiesshofer Rebwiesstr. 17A 8702 Zollikon

 

Dear Mr. Spiesshofer,

 

This is to confirm the terms and conditions of youremployment with ABB Ltd, Zürich (the “Company”). You will start your employmentwith the Company on November 1, 2005 as the Head of Corporate Developmentof the ABB Group as well as member of the Executive Committee of the ABB Group.

 

# 1.                                       BaseSalary. Your base salary will be specified for each year by the Nominationand Compensation Committee of the ABB Group and communicated to you in writing.The base salary is normally revised every year. For 2005 and 2006 it shallamount to CHF 650,000 gross p.a. and the next revision date is March 1, 2007.

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The base salary includes a representation allowance ofCHF 24’000 p.a. The base salary and representation allowances are paid in 12equal monthly instalments.

 

# 2.                                       IncentivePlan. In addition to the base salary, an incentive plan is part of yourremuneration package. The maximum bonus opportunity amounts to 100% of the basesalary mentioned under item 1 above. For the period of service fromNovember 1, 2005 to December 31, 2006, 50% of the base salary for theperiod shall be guaranteed as a minimum bonus.

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The incentive plan is revised annually and the incentiveplan parameters may be different from one year to another. The applicableincentive for a given year will be specified by the Nomination and CompensationCommittee and communicated to you in writing.

 

# 3.                                       PerformanceShare Plan. You are eligible to participate in the Performance Share Planthe Company has for members of the Executive Committee in accordance with theapplicable terms and to the extent to be determined by the Nominations andCompensation Committee.

 

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# 4.                                       HealthInsurance. As regards health insurance, you are entitled to a privatepatient insurance (detailed information about this plan is provided separately).The Company will pay the insurance premiums. Family members are not covered bythis health insurance plan.

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# 5.                                       Pensionand Related Benefits. Your retirement pension, disability pension, widow’spension, child/orphan pension and related benefits are subject to the Company’sand its pension funds’ applicable regulations or to such other separateagreement as you and the Company may have entered into or may in the futureenter into.

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# 6.                                       Vacation.You are entitled to a vacation of 30 working days per year. Non-used vacationdays of the last 5 years are paid out in cash at the end of employment or whenentering retirement. Such payment will be calculated including the base salaryvalid at the date of discontinuation and the average incentive for the twocalendar years preceding the year during which termination occurs.

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# 7.                                       Schoolfees – International Schools. If and to the extend your children areeligible under the Company’s Corporate Program for International Schools, thefees for their school will be covered by the Company.

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# 8.                                       CompanyCar. You are entitled to the use of a Company car according to the Company’sCar Program as from time to time issued and applicable.

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# 9.                                       Terminationof Employment. Each party may terminate the present employment relationshipwith effect at the end of any calendar month by giving 12 months prior writtennotice.

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Under termination of the employment relationship, theCompany may elect to release you forthwith from fulfilling your employmentobligations. Such release will, however, not affect salary payments payable toyou during the 12-months notice period.

 

In case your employment relationship would be terminatedby the Company and if, after expiry of the 12 month notice period, you wouldnot have taken up employment with a third party or commenced an independent,regularly remunerated professional activity, either of which yielding an annualcompensation of at least 70% of your last annual compensation with the Company,the Company will continue to pay to you, for a period not exceeding 12 months,a monthly compensation in amounts equal to your total monthly salary duringyour employment relationship with the Company.

 

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Remuneration for the 12 months notice period, as wellas for the additional conditional period as described above, will, in additionto the base salary, include an incentive corresponding to the average incentive(or pro-rata average incentive if applicable) for the two years preceding theyear during which notice of termination is given.

 

Retirement in accordance with the applicableregulations or separate agreement (if any) will interrupt any notice period andconstitute termination of your employment relationship with the Company withoutfurther notice; accordingly, any salary, incentive or other benefits claimsrelating to the period after the date of such termination, will be fullysubstituted by the retirement benefits due pursuant to the said regulations oragreement.

 

# 10.                                 Non-Competition.You have agreed, and by counter-signing the present Letter-Agreement confirmyour agreement, that you shall not, during a period of 1 (one) year after theterm of your employment relationship with the Company, operate on your ownaccount, work for or otherwise be directly or indirectly engaged in a businesscompeting with the business activities of the ABB Group. In view of item 8above, no separate compensation will be due by the Company as consideration foryour observance of this non-competition commitment.

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# 11.                                 EmploymentRegulations. The general Employment Regulations, the Travel and ExpenseRegulations and Car Leasing Regulations, as from time to time issued andapplicable for the Company’s employees are an integral part of your employmentconditions and supplement as to matters not specifically addressed in thisLetter-Agreement.

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# 12.                                 Titleand Membership in the Executive Committee; Other Assignments. It isunderstood and agreed that the title “Head of Corporate Development” as well asyour membership in the Group Executive Committee are essential parts of youremployment relationship with the Company and may not be changed or terminatedwithout notice and without monetary or other compensation by the Company’sBoard of Directors. Within such employment relationship, the Board Committeemay, however, assign to you areas of responsibility which differ from thosecurrently assigned, always provided that such other assignments do notconstitute a substantial alteration in the scope or dignity of your work.

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# 13.                                 Placeof Work. For the term of employment the primary place of work will belocated in Switzerland. If the Company decided to move their global headquartersoutside of Switzerland and, thereby, the primary place of work would also moveout of Switzerland, it is at your discretion to prematurely terminate youremployment with the Company. In this event, the Company

 

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# would incur the same compensation consequences asspecified for premature termination in item 9 above.

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# 14.                                 SupplementaryDocuments. In addition you receive the following documents, whosemodification is subject to special rules:

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•                  Regulations of the ABB Pension Fund

•                  Regulations concerning the ABBSupplementary Insurance Plan

•                  Regulations of the “Tödi Foundation”

•                  Regulations of the Health InsuranceAquilana

•                  Regulations on Delayed SicknessBenefits Insurance

•                  Applicable Law and Jurisdiction.This Letter-Agreement shall be subject to Swiss law and the parties herebysubmit to the exclusive jurisdiction of the Swiss courts. The venue shall beZurich, Switzerland.

 

Please confirm your understanding and acceptance ofthe above terms and conditions by signing and returning to us a copy of thisLetter-Agreement.

 

Zurich, 5th September, 2005

 

ABB Ltd

 

 
| /s/ Fred Kindle          |   | /s/ Gary Steel                     |   |
|--------------------------|--------|------------------------------------|--------|
| Fred Kindle              |   | Gary Steel                         |   |
| Chief Executive  Officer |   | Member of the Executive  Committee |
|                     |   | Head of Human  Resources           |   |
|                     |   |                               |   |
|                     |   |                               |   |
| Accepted:                |   | /s/ Ulrich Spiesshofer             |   |
|                     |   |                               |   |
| Date:                    |   | 9 September 2005                   |   |
|                          |        |                                    |        |  |

 

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