Exhibit 2.5  LIMITED LIABILITY PARTNERSHIP  EXECUTION VERSION   ABB INTERNATIONAL FINANCE LIMITED  ABB FINANCE INC.  ABB CAPITAL B.V.  as issuers   PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS   SECOND SUPPLEMENTAL FISCAL
AGENCY
AGREEMENT   11 November 2003  
   CONTENTS SECTION  1.
  Definitions2.
  Amendment3.
  Amendments To
  The Fiscal Agency Agreement4.
  Governing Law And
  Jurisdiction5.
  Counterparts6.
  Contracts
  (Rights Of Third Parties) Act 1999SCHEDULE 1 THE FIRST SCHEDULE FORM OF
  TEMPORARY GLOBAL INSTRUMENT (BEARER)SCHEDULE 2 THE SECOND SCHEDULE FORM OF
  PERMANENT GLOBAL INSTRUMENTSCHEDULE 3 THE THIRD SCHEDULE FORM OF
  DEFINITIVE INSTRUMENT (ISMA FORMAT)SCHEDULE 4 THE FOURTH SCHEDULE FORM OF
  REGISTERED INSTRUMENTSCHEDULE 5 THE NINTH SCHEDULE FORM OF
  TEMPORARY GLOBAL INSTRUMENT (AFI REGISTERED)  
   THIS AGREEMENT is made as of
11 November 2003 and supplements the amended and restated fiscal agency
agreement dated 30 May 2001, as supplemented by a supplemental fiscal
agency agreement dated 11 June 2002 (together, the Fiscal Agency Agreement).  BETWEEN:  (1)ABB
INTERNATIONAL FINANCE LIMITED (AIFLTD),
ABB FINANCE
INC. (AFI) and ABB CAPITAL B.V. (ACBV)
(the Issuers
and each an Issuer, which expression shall, where the context so permits,
include any New Issuer as defined in Clause 16.1 of the Fiscal Agency
Agreement);  (2)BANQUE
GENERALE DU LUXEMBOURG S.A. in its capacities as
fiscal agent (the Fiscal Agent, which expression shall
include any successor to Banque Générale du Luxembourg S.A. in its capacity as
such) and principal registrar (the Principal Registrar, which expression
shall include any successor to Banque Générale du Luxembourg S.A. in its
capacity as such);  (3)JPMORGAN
CHASE BANKin its capacity as alternative registrar
(the Alternative
Registrar, which expression shall include any successor to JP
Morgan Chase Bank in its capacity as such); and  (4)BANQUE
MEESPIERSON BGL S.A. in its capacity as paying
agent (together with the Fiscal Agent, the Paying Agents, which
expression shall include any substitute or additional paying agents appointed
in accordance herewith).  WHEREAS:  (A)The Issuers
have established a programme (the Programme) for the issuance of debt
instruments (the Instruments) having any maturity up to
thirty years, subject to compliance with all legal and/or regulatory
requirements and in connection with which they have entered into an amended and
restated dealership agreement dated 11 November 2003 (the Dealership
Agreement) and made between the Issuers, ABB Ltd and Morgan Stanley
& Co. International Limited.  In
respect of Bearer Instruments issued in temporary global or permanent global
form, each of the Issuers has executed and delivered a deed of covenant dated
10 March 1993 (each a Deed of Covenant).  (B)Instruments
may be issued on a listed or unlisted basis. 
The Issuers have made an application to the Luxembourg Stock Exchange
for Instruments issued under the Programme to be listed, in connection with
which application an information memorandum dated 11 November 2003 has
been prepared to permit Instruments to be so listed during the period of twelve
months from the date of such information memorandum or such other period of
time as may be allowed by the Luxembourg Stock Exchange.  (C)The parties
hereto have agreed to certain amendments to the Fiscal Agency Agreement.  1 
   IT IS AGREED as follows:  1.DEFINITIONS  Save where the contrary is indicated or the context
otherwise requires, any term defined in the Fiscal Agency Agreement shall have
the same meaning herein.  2.AMENDMENT  With effect from the date of this Agreement, the
Fiscal Agency Agreement shall be amended so as to conform with the amendments
contained herein.  Thereafter, without
prejudice to any existing rights and obligations, the Fiscal Agency Agreement
as so amended shall continue in full force and effect.  3.AMENDMENTS TO THE FISCAL AGENCY AGREEMENT  The Fiscal Agency Agreement shall be amended as
follows:  (i)All references to the information memorandum dated 11 June 2002
shall be deemed to be references to the information memorandum dated
11 November 2003.  (ii)The First, Second, Third and Fourth Schedules shall be replaced by
the new First, Second, Third and Fourth Schedules attached hereto as Schedule
1, Schedule 2, Schedule 3 and Schedule 4.  (iii)A new Ninth Schedule shall be added attached hereto as Schedule 5.  (iv)The text , Registered Instruments shall be inserted into paragraph
(vii) of the definition of outstanding,
immediately after the words Definitive Instruments in the second line of that
paragraph.  (v)In clause 3.3, at the commencement of that clause shall be inserted
the text (a), and at the ending of that clause shall be inserted the text:
(b) In respect only of Instruments in registered form issued by AFI, other
than in the case of a Series comprising both bearer and registered Instruments
that is the subject of a temporary global Instrument described in the previous
paragraph, the Instruments will initially be represented by a temporary global
Instrument in registered form, which will be exchangeable in accordance with
its terms only on and from the exchange date applicable to the Instruments
represented by such temporary global instrument and upon due certification as
described therein.  (vi)The text or Registered Instruments shall be inserted into Clause
4.6 immediately after the words Definitive Instruments in the seventh line of
that Clause.  (vii)The text or of a Temporary Global Instrument of AFI in registered
form shall be inserted into (a) Clause 4.6 immediately after the words
Registered  2 
   Instruments
in the ninth line of that Clause; and (b) Clause 4.7 immediately after the
words Registered Instruments in the eighth line of that Clause.  (viii)The text in sub-clauses 14.1(b)(vi) and 14.2(vi) shall be deleted
and replaced with the following:  the European Union Directive on the taxation of
savings income adopted by the ECOFIN Council on 3 June 2003 being implemented,
the Paying Agent appointed in an EU member state that is not obliged to
withhold or deduct tax pursuant to the Directive, or.  4.GOVERNING
LAW AND JURISDICTION  This Agreement shall be governed by, and shall be
construed in accordance with, English law and the provisions of Clause 18 of
the Fiscal Agency Agreement shall apply mutatis mutandis to this Agreement.  5.COUNTERPARTS  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.  Any party may enter into this Agreement by
signing any such counterpart.  6.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999  A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement.  3 
   SCHEDULE 1THE FIRST SCHEDULE
FORM OF TEMPORARY GLOBAL INSTRUMENT (BEARER)  Series Number:
  [         ]
  
  
  Serial
  Number: [         ]  THE SECURITIES REPRESENTED BY THIS TEMPORARY GLOBAL
INSTRUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. 
TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT OR ANY INTEREST HEREIN MAY NOT BE
SOLD, TRANSFERRED OR DELIVERED TO ANYONE
ANYWHERE IN THE WORLDOTHER THAN TO PROFESSIONAL MARKET PARTIES (PMP) WITHIN THE MEANING OF THE EXEMPTION
REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992.  EACH HOLDER OF INSTRUMENTS (OR ANY INTEREST HEREIN),
BY PURCHASING THE INSTRUMENTS, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED
FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING
SUCH INSTRUMENTS FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP, THAT
(2) SUCH INSTRUMENTS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
TO ANYONE ANYWHERE IN THE WORLD OTHER
THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP
AND THAT (3) THE HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE.](1)  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB FINANCE
INC. (incorporated with limited liability in the State of
Delaware)]  [ABB
CAPITAL B.V. (incorporated with limited liability in The
Netherlands and having its statutory domicile at Amsterdam)]  
 (1)Insert
if the Issuer is ACBV and the Instruments do not qualify as High Denomination
Instruments (as defined in the Information Memorandum).  4 
   TEMPORARY GLOBAL INSTRUMENT representing
up to [Aggregate principal amount of Tranche] [Title of Instruments]  This Temporary Global Instrument is issued in respect
of an issue of [description of Instruments including aggregate principal amount of
Tranche] (the Instruments) by [                              ]
(the Issuer).  The Issuer for value received promises, all in
accordance with the terms and conditions [attached hereto/set out in the
information memorandum prepared by the Issuer and dated 11 November 2003
and the pricing supplement prepared in relation to the Instruments (the Pricing
Supplement)] to pay to the bearer upon presentation and, if
appropriate, surrender hereof on [maturity date] [by [   ]
[equal] successive [semi-annual/quarterly/other] instalments on the dates
specified in the Pricing Supplement](2) or on such earlier date as the same may
become payable in accordance therewith the principal amount of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Temporary Global Instrument or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on the
principal amount hereof from time to time at the rate or rates specified
therein], all subject to and in accordance with such terms and conditions.  Except as specified herein, the bearer of this
Temporary Global Instrument is entitled to the benefit of the terms and
conditions referred to above and of the same obligations on the part of the
Issuer as if such bearer were the bearer of the Instruments represented hereby
except that the bearer of this Temporary Global Instrument shall not prior to
the Exchange Date (defined below) be entitled to receive payment of [the
principal of or] interest on the Instruments except to the extent that, upon
due presentation and surrender of this Temporary Global Instrument for
exchange, delivery of the Permanent Global Instrument, or as the case may be
Definitive Instruments or Registered Instruments is improperly withheld or
refused, and all payments under and to the bearer of this Temporary Global
Instrument shall be valid and effective to satisfy and discharge the
corresponding liabilities of the Issuer in respect of the Instruments.  This Temporary Global Instrument is exchangeable in
whole or in part for a permanent global instrument (the Permanent Global Instrument)
representing the Instruments and in substantially the form (subject to completion)
set out in the Second Schedule to an amended and restated fiscal agency
agreement dated 30 May 2001, as supplemented by a supplemental fiscal agency
agreement dated 11 June 2002 and a second supplemental fiscal agency agreement
dated 11 November 2003 (as further supplemented, amended or replaced, the
Fiscal
Agency Agreement) and made between the Issuer, Banque Générale du
Luxembourg S.A., in its capacity as fiscal agent (the Fiscal Agent, which
expression shall include any successor to Banque Générale du Luxembourg S.A. in
its capacity as such), Banque Générale du Luxembourg S.A. as principal
registrar and certain other financial  
 (2)Insert
only where Instruments are Instalment Instruments.  5 
   institutions named therein or, if so specified in the
Pricing Supplement, for definitive instruments (Definitive Instruments) in
substantially the form (subject to completion) set out in the Third Schedule to
the Fiscal Agency Agreement [or for registered instruments (Registered
Instruments) in substantially the form (subject to completion) set
out in the Fourth Schedule to the Fiscal Agency Agreement].  An exchange for a Permanent Global
Instrument or Definitive Instruments [or Registered Instruments](3) will be
made only on or after the date (the Exchange Date) which is 40 days after the
later of the date of issue of this Temporary Global Instrument and the
completion (as notified to the Fiscal Agent by the Issuer) of the distribution
of the Instruments represented by this Temporary Global Instrument and upon
presentation or, as the case may be, surrender of this Temporary Global
Instrument to the Fiscal Agent at its specified office in relation to the
Instruments and upon and to the extent only of delivery to the Fiscal Agent of
a certificate or certificates issued by Euroclear Bank, S.A./N.V., as operator
of the Euroclear System (the Euroclear
System) or Clearstream, société anonyme, Luxembourg (Clearstream Luxembourg), or by any other
relevant clearing system and dated not earlier than the Exchange Date in
substantially the form set out in Annex I hereto or, as the case may be, in the
form that is customarily issued in such circumstances by such other clearing
system.  [An exchange for Registered
Instruments will be made at any time upon presentation or, as the case may be,
surrender of this Temporary Global Instrument to the Fiscal Agent at its
specified office.](4)  [Any Registered
Instruments shall be made available in exchange in accordance with the terms
and conditions applicable to the Instruments represented hereby and the Fiscal
Agency Agreement (which shall apply as if the bearer of this Temporary Global
Instrument were the bearer of the Instruments represented hereby).](5)  Payments of interest otherwise falling due
before the Exchange Date will be made only upon presentation of the Temporary
Global Instrument to the Fiscal Agent at its specified office in relation to
the Instruments and upon and to the extent only of delivery to the Fiscal Agent
of a certificate or certificates issued by the Euroclear System or Clearstream,
Luxembourg or by any other relevant clearing system and dated not earlier than
the relevant interest payment date in substantially the form set out in Annex
II hereto or, as the case may be, in the form that is customarily issued in
such circumstances by such other clearing system.  In the event that (i) this Temporary Global Instrument
is not duly exchanged, whether in whole or in part, for a Permanent Global
Instrument or, as the case may be, Definitive Instruments [or Registered
Instruments](6) by 6.00 p.m. (London time) on the thirtieth day after the time
at which the preconditions to such exchange are first satisfied or (ii) any
Instrument represented hereby becomes immediately redeemable following the
occurrence of an Event of Default in relation thereto and is not duly redeemed
(and the funds required for such redemption are not available to the Fiscal
Agent for the purposes of effecting such  
 (3)Insert
only in the case of a Series comprising both Bearer and Registered Instruments
issued by AFI if the relevant Pricing Supplement specifies that Bearer
Instruments are exchangeable for Registered Instruments.  (4)Insert
only in the case of a Series comprising both Bearer and Registered Instruments
issued by AIFLTD or ACBV (and not AFI) if the relevant Pricing Supplement
specifies that Bearer Instruments are exchangeable for Registered Instruments.  (5)Insert
only in the case of a Series comprising both Bearer and Registered Instruments
if the relevant Pricing Supplement specifies that Bearer Instruments are
exchangeable for Registered Instruments.  6 
   redemption and remain available for such purpose) by
6.00 p.m. (London time) on the thirtieth day after the time at which such
Instruments become immediately redeemable, then this Temporary Global
Instrument will become void and the bearer will have no further rights
hereunder (but without prejudice to the rights which such bearer or any other
person having an interest in this Temporary Global Instrument immediately prior
to it becoming void may have under a deed of covenant dated 10 March 1993 and
executed by the Issuer in respect of the Instruments).  [On any occasion on which a payment of interest is
made in respect of this Temporary Global Instrument, the Issuer shall procure
that the Paying Agent to which such Temporary Global Instrument is presented
notes the same on the Schedule hereto.]  On any occasion on which a payment of principal or
redemption amount is made in respect of this Temporary Global Instrument or on
which this Temporary Global Instrument is exchanged in whole or in part as
aforesaid or on which Instruments represented by this Temporary Global Instrument
are to be cancelled, the Issuer shall cause the Paying Agent to which such
Temporary Global Instrument is presented to procure that (i) the aggregate
principal amount of the Instruments in respect of which such payment is made
(or, in the case of a partial payment, the corresponding part thereof) or which
are delivered in definitive [or registered form](4) or which are exchanged for
a permanent global instrument or which are to be cancelled and (ii) the
remaining principal amount of this Temporary Global Instrument (which shall be
the previous principal amount hereof less the amount referred to at (i) above)
are noted on the Schedule hereto, whereupon the principal amount of this
Temporary Global Instrument shall for all purposes be as most recently so noted.  This Temporary Global Instrument is governed by, and
shall be construed in accordance with, English law.  This Temporary Global Instrument shall not be valid
for any purpose until authenticated for and on behalf of Banque Générale du
Luxembourg S.A. as fiscal agent.  AS WITNESS the manual signature of two
duly authorised officers on behalf of the Issuer.  [                              ]
  [                              ]By:
  [manual signature]
  By:
  [manual signature](duly authorised)
  
  (duly authorised)ISSUED in
  [             ]
  as of [           ]
  [     ]  7 
   AUTHENTICATED for and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A. as fiscal agent  By:
  [manual signature](duly authorised)  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](6)  [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS
AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](7)  
 (6)Insert
only where either (i) Issuer is AFI and the maturity of the Instruments is more
than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity of the
Instruments is more than one year.  (7)Insert
only where Issuer is AFI and the maturity of the Instruments is 183 days or
less.  8 
   THE SCHEDULE  Payments, Delivery of Definitive Instruments or
Registered Instruments, Exchange for Permanent Global Instrument and Cancellation of Instruments  Date of
  payment,
  delivery or
  cancellation
  
  Amount
  of
  interest then
  paid
  
  Amount
  of
  principal or,
  as the case
  may be,
  redemption
  amount then
  paid
  
  Aggregate
  principal
  amount of
  Definitive or
  Registered
  Instruments
  then
  delivered
  
  Aggregate
  principal
  amount of
  this
  Temporary
  Global
  Instrument
  then
  exchanged
  for the
  Permanent
  Global
  Instrument
  
  Aggregate
  principal
  amount of
  Instruments
  then
  cancelled
  
  Remaining
  principal
  amount of
  this
  Temporary
  Global
  Instrument
  
  Authorised
  signature of
  the Fiscal
  Agent and/or
  the Registrar  9 
   ANNEX I  [Form of certificate to be given in relation to
exchanges of this Temporary Global Instrument for a Permanent Global Instrument
or Definitive Instruments or Registered Instruments issued by AFI.  This Certificate is not required for
Registered Instruments issued by AIFLTD or ACBV:]  [Name of Issuer] [Aggregate principal amount and title of Instruments] (the Securities)  [This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member
Organisations) substantially to the effect set forth in the Fiscal
Agency Agreement as of the date hereof, [   
] principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, estates the income of which is subject to
United States Federal income taxation regardless of its source or trusts (a)
that are subject to the primary supervision of a court within the United States
and with respect to which one or more United States persons have the authority
to control all substantial decisions or (b) that have a valid election in
effect under applicable U.S. Treasury regulations to be treated as a United
States person (United States persons), (ii) is owned by United States
persons that (a) are foreign branches of United States financial institutions
(as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (financial
institutions)) purchasing for their own account or for resale, or
(b) acquired the Securities through and are holding through on the date hereof
foreign branches of United States financial institutions (and in either case
(a) or (b), each such United States financial institution has agreed, on its
own behalf or through its agent, that we may advise the Issuer or the Issuers
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined in
U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further
effect that United States or foreign financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.](7)  This is [also](7) to certify with respect
to [          ] principal
amount of the above-captioned Securities, except as set forth below, we have
received in writing, by tested telex or by electronic transmission, from our
Member Organisations entitled to a portion of such principal amount,
certifications with respect to such portion, substantially to the effect set
forth in the Fiscal Agency Agreement.  10 
   [As used herein, United States means the
United States of America (including the States and the District of Columbia);
and its possessions include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.](8)  We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organisations to the effect
that the statements made by such Member Organisations with respect to any
portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon as at the date hereof.  We understand that this certification is
required in connection [with certain tax laws and, if applicable,](7) certain
securities laws of the United States. 
In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.  Date:[          ](9)  [Euroclear
Bank S.A./N.V., as operator of the Euroclear System/Clearstream Banking,
société anonyme, Luxembourg]  By:[authorised signature]  
 (8)Delete
this paragraph or provision in the case of exchanges of the Temporary Global
Instrument for Registered Instruments issued by AFI.  (9)To be
dated not earlier than the Exchange Date.  11 
   ANNEX II  [Form of certificate to be given in relation to
payments of interest falling due before the Exchange Date:]  [Name of Issuer]  [Aggregate principal amount and title of Instruments] (the Securities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member
Organisations) substantially to the effect set forth in the Fiscal
Agency Agreement as of the date hereof, [  
] principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, estates or trust the income of which is
subject to United States Federal income taxation regardless of its source or
trusts (a) that are subject to the primary supervision of a court within the United
States and with respect to which one or more United States persons have the
authority to control all substantial decisions or (b) that have a valid
election in effect under applicable U.S. Treasury regulations to be treated as
a United States person (United States persons), (ii) is owned by
United States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Securities through and are
holding through on the date hereof foreign branches of United States financial
institutions (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuers agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.  This is also to certify with respect to
such principal amount of Securities set forth above that, except as set forth
below, we have received in writing, by tested telex or by electronic
transmission, from our Member Organisations entitled to a portion of such
principal amount, certifications with respect to such portion, substantially to
the effect set forth in the Fiscal Agency Agreement.  As used herein, United States means the
United States of America (including the States and the District of Columbia);
and its possessions include
Puerto Rico, the  12 
   U.S. Virgin Islands, Guam, American Samoa,
Wake Island and the Northern Mariana Islands.  We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organisations to the effect
that the statements made by such Member Organisations with respect to any
portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon as at the date hereof.  We understand that this certification is
required in connection with certain tax laws and, if applicable, certain
securities laws of the United States. 
In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.  Date:[          ](10)  [Euroclear
Bank S.A./N.V., as operator of the Euroclear System/Clearstream Banking,
société anonyme, Luxembourg]  By:[authorised signature]  
 (10)To
be dated not earlier than the relevant interest payment date.  13 
   ANNEX III  [Form of account-holders certification referred to in
the preceding certificates:]  [Note: This certificate is not required for Registered
Instruments issued by AIFLTD or ACBV]  [Name of Issuer]  [Aggregate principal amount and title of Instruments] (theSecurities)  [This is to certify that as of the date
hereof, and except as set forth below, the above-captioned Securities held by
you for our account (i) are owned by persons that are not citizens or residents
of the United States, domestic partnerships, domestic corporations, estates or
trust the income of which is subject to the United States Federal income
taxation regardless of its source or trusts (a) that are subject to the primary
supervision of a court within the United States and with respect to which one
or more United States persons have the authority to control all substantial
decisions or (b) that have a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person (United
States persons), (ii) are owned by United States person(s) that (a)
are foreign branches of a United States financial institution (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (financial institutions)
purchasing for their own account or for resale, or (b) acquired above-captioned
the Securities through and are holding through on the date hereof foreign
branches of United States financial institutions (and in either case (a) or
(b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise the Issuer or the Issuers
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition
if the owner of the above-captioned Securities is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) this is further to certify that such financial
institution has not acquired the above-captioned Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.](11)  [This is [also] to certify that, except as
set forth below, the above-captioned Securities are beneficially owned by (a)
non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in
transactions which did not require registration under the  
 (11)Delete
this paragraph or provision in the case of exchanges of the Temporary Global
Instrument for Registered Instruments issued by AFI.  14 
   U.S. Securities Act of 1933, as amended
(the Act)].  As used in this paragraph the term U.S. person
has the meaning given to it by Regulation S under the Act.](12)  [This is also to certify that, except as
set further below, the above-captioned Securities are beneficially owned by (a)
non-U.S. person(s) or (b) U.S. persons resident outside the United States who
purchased the Securities in transactions outside the United States in
accordance with Regulation S under the U.S. Securities Act of 1933, as amended
the (Act).  As used in this paragraph the terms U.S. person
and United
States have the meanings given to them by Regulation S under the
Act.](13)  [As used herein, United States means the
United States of America (including the States and the District of Columbia);
and its possessions include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.](10)  We undertake to advise you promptly by
tested telex on or prior to the date on which you intend to submit your
certification relating to the Securities held by you for our account in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.  This certification excepts and does not
relate to [    ] of such interest in the
above Securities in respect of which we are not able to certify and as to which
we understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we
do so certify.  We understand that this certification is
required in connection with [certain tax laws and, if applicable,](12) certain
securities laws of the United States. 
In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.  Date:[          ](14)  [Account-holder] as or as agent for the beneficial
owner of the Instruments.  By:[authorised
signature]  
 (12) To be
used solely in the case of Instruments issued by AFI.  (13) To be
used in the case of Instruments issued by AIFLTD or ACBV.  (14) To be
dated not earlier than fifteen days before the Exchange Date or, as the case
may be, the relevant interest payment date.  15 
   SCHEDULE 2THE SECOND SCHEDULE
FORM OF PERMANENT GLOBAL INSTRUMENT  Series Number:
  [      ]
  
  Serial
  Number: [    ]  THE SECURITIES REPRESENTED BY THIS PERMANENT GLOBAL
INSTRUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. 
TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT OR ANY INTEREST HEREIN MAY NOT BE
SOLD, TRANSFERRED OR DELIVERED TO ANYONE
ANYWHERE IN THE WORLDOTHER THAN TO PROFESSIONAL MARKET PARTIES (PMP) WITHIN THE MEANING OF THE EXEMPTION
REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992.  EACH HOLDER OF INSTRUMENTS (OR ANY INTEREST HEREIN),
BY PURCHASING THE INSTRUMENTS, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED
FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING
SUCH INSTRUMENTS FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP, THAT
(2) SUCH INSTRUMENTS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
TO ANYONE ANYWHERE IN THE WORLD
OTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
PMP AND THAT (3) THE HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS
DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE.](15)  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB FINANCE
INC. (incorporated with limited liability in the State of
Delaware)]  [ABB
CAPITAL B.V. (incorporated with limited liability in The
Netherlands and having its statutory domicile at Amsterdam)]  
 (15) Insert if
the Issuer is ACBV and the Instruments do not qualify as High Denomination
Instruments (as defined in the Information Memorandum).  16 
   PERMANENT GLOBAL INSTRUMENT representing
up to [Aggregate principal amount of Tranche] [Title of Instruments]  This Permanent Global Instrument is issued in respect
of an issue of [description of Instruments including aggregate principal amount of
Tranche] (the Instruments) by
[                              ]
(the Issuer).  The Issuer for value received promises, all in
accordance with the terms and conditions [attached hereto/set out in the
information memorandum prepared by the Issuer and dated 11 November 2003
and the pricing supplement prepared in relation to the Instruments (Pricing
Supplement)], to pay to the bearer upon presentation and, if
appropriate, surrender hereof on [maturity date] [by [   ]
[equal] successive [semi-annual/quarterly/other] instalments on the dates
specified in the Pricing Supplement](16) or on such earlier date as the same
may become payable in accordance therewith the principal amount of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Permanent Global Instrument or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on the
principal amount hereof from time to time at the rate or rates specified
therein], all subject to and in accordance with such terms and conditions.  The bearer of this Permanent Global Instrument is entitled
to the benefit of the terms and conditions referred to above and the same
obligations on the part of the Issuer as if such bearer were the bearer of the
Instruments represented hereby, and all payments under and to the bearer of
this Permanent Global Instrument shall be valid and effective to satisfy and
discharge the corresponding liabilities of the Issuer in respect of the
Instruments.  This Permanent Global Instrument will be exchangeable
for definitive Instruments (Definitive Instruments) in substantially
the form (subject to completion) set out in the Third Schedule to an amended
and restated fiscal agency agreement dated 30 May 2001, as supplemented by a
supplemental fiscal agency agreement dated 11 June 2002 and a second
supplemental fiscal agency agreement dated 11 November 2003 (as further
supplemented, amended or replaced, the Fiscal Agency Agreement) and made between
the Issuer, Banque Générale du Luxembourg S.A. in its capacity as fiscal agent
(the Fiscal
Agent, which expression shall include any successor to Banque
Générale du Luxembourg S.A. in its capacity as such), Banque Générale du
Luxembourg S.A. as principal registrar and certain other financial institutions
[or for registered instruments (Registered Instruments) in substantially
the form (subject to completion) set out in the Fourth Schedule to the Fiscal
Agency Agreement or for a combination of Definitive Instruments and Registered
Instruments](17) (a) if Euroclear Bank S.A./N.V., as operator of the Euroclear
System (the  
 (16) Insert only where Instruments are Instalment
Instruments.  (17) Insert
only in the case of a Series comprising both Bearer and Registered Instruments
if the relevant Pricing Supplement specifies that Bearer Instruments are
exchangeable for Registered Instruments.  17 
   Euroclear System) or Clearstream Banking,
société anonyme, Luxembourg (Clearstream, Luxembourg) or any other
relevant clearing system is closed for business for a continuous period of 14
days (other than by reason of legal holidays) or announces an intention
permanently to cease business; (b) if any of the Instruments represented hereby
becomes due and payable following an Event of Default (as defined in Condition
7) of the terms and conditions referred to above; or (c) at the option of the
bearer hereof acting on behalf of the relevant beneficial owners of the
interests in this Permanent Global Instrument and at the expense of such
beneficial owners, and, in each case, upon the request of the bearer hereof on
behalf of the relevant beneficial owners of the interests in this Permanent
Global Instrument and at the expense of such beneficial owners.  In order to make such request, the bearer
hereof must, not less than forty-five days before the date upon which the
delivery of such Definitive Instruments [and/or Registered Instruments]17
is required, deposit this Permanent Global Instrument with the Fiscal Agent at
its specified office with the form of exchange notice endorsed hereon duly completed.  On an exchange of the whole of this
Permanent Global Instrument, this Permanent Global Instrument shall be
surrendered to the Fiscal Agent.  [Any
Registered Instruments shall be made available in exchange in accordance with
the terms and conditions applicable to the Instruments represented hereby and
the Fiscal Agency Agreement (which shall apply as if the bearer of this
Permanent Global Instrument were the bearer of the Instruments represented
hereby).](17)  Any Definitive
Instruments will be made available for collection by the persons entitled
thereto at the specified office of the Fiscal Agent.  If default is made by the Issuer in the required delivery of such
Definitive Instruments [and/or, as the case may be, Registered Instruments](17)
and such default is continuing at 6.00 p.m. (London time) on the thirtieth day
after the day on which the relevant notice period expires, then this Permanent
Global Instrument will become void and the bearer will have no further rights
hereunder (but without prejudice to the rights which such bearer or any other
person(s) having an interest in this Permanent Global Instrument immediately
prior to it becoming void may have under a deed of covenant dated 10 March 1993
and executed by the Issuer in respect of the Instruments).  [On any occasion on which a payment of interest is
made in respect of this Permanent Global Instrument, the Issuer shall procure
that the Paying Agent to which this Permanent Global Instrument is presented
notes the same on the Schedule hereto].  On any occasion on which a payment of principal or
redemption amount is made in respect of this Permanent Global Instrument or on
which this Permanent Global Instrument is exchanged as aforesaid or on which
any Instruments represented by this Permanent Global Instrument are to be
cancelled, the Issuer shall cause the Paying Agent to which this Permanent
Global Instrument is presented to procure that (i) the aggregate principal
amount of the Instruments in respect of which such payment is made (or, in the
case of a partial payment, the corresponding part thereof) or which are
delivered in definitive [or registered form](17) or which are to be cancelled
and (ii) the remaining principal amount of this Permanent Global Instrument
(which shall be the previous principal amount hereof less the amount referred
to at (i) above) are noted on the Schedule hereto, whereupon the principal
amount of this Permanent Global Instrument shall for all purposes be as most
recently so noted.  18 
   Insofar as the Temporary Global Instrument by which
the Instruments were initially represented has been exchanged in part only for
this Permanent Global Instrument and is then to be further exchanged as to the
remaining principal amount or part thereof for this Permanent Global
Instrument, then upon presentation of this Permanent Global Instrument to the
Fiscal Agent at its specified office in relation to the Instruments and to the
extent that the aggregate principal amount of such Temporary Global Instrument
is then reduced by reason of such further exchange, the Issuer shall cause the
Fiscal Agent to procure that (i) the aggregate principal amount of the
Instruments in respect of which such further exchange is then made and (ii) the
new principal amount of this Permanent Global Instrument (which shall be the
previous principal amount hereof plus the amount referred to at (i) above) are
noted on the Schedule hereto, whereupon the principal amount of this Permanent
Global Instrument shall for all purposes be as most recently noted.  This Permanent Global Instrument is governed by, and
shall be construed in accordance with, English law.  This Permanent Global Instrument shall not be valid
for any purpose until authenticated for and on behalf of Banque Générale du
Luxembourg S.A. as fiscal agent.  19 
   AS WITNESS the manual signature of two
duly authorised officers on behalf of the Issuer.   [                              ]
  [                              ]By:
  [manual signature]
  By:
  [manual signature](duly authorised)
  
  (duly authorised)ISSUED in
  [             ]
  on [           ]
  [     ]  AUTHENTICATED for and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A. as fiscal agent  By:
  [manual signature](duly authorised)  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](18)  [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS
AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](19)  
 (18) Insert
only where either (i) Issuer is AFI and the maturity of the Instruments is more
than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity of the
Instruments is more than one year.  (19) Insert
only where Issuer is AFI and the maturity of the Instruments is 183 days or
less.  20 
   THE SCHEDULE  Payments, Delivery of Definitive or Registered
Instruments, Further Exchanges of the Temporary Global Instrument and Cancellation of
Instruments  Date of
  payment,
  delivery,
  further
  exchange of
  Temporary
  Global
  Instrument
  or
  cancellation
  
  Amount
  of
  interest then
  paid
  
  Amount
  of
  principal or,
  as the case
  may be,
  redemption
  amount then
  paid
  
  Aggregate
  principal
  amount of
  exchanges
  for
  Definitive
  Instruments
  or
  Registered
  Instruments
  then
  delivered
  
  Aggregate
  principal
  amount of
  Instruments
  then
  cancelled
  
  Aggregate
  principal
  amount of
  exchanges
  for further
  exchanges of
  Temporary
  Global
  Instrument
  
  Current
  principal
  amount of
  this
  Permanent
  Global
  Instrument
  
  Authorised
  signature of
  the Fiscal
  Agent and/or
  the Registrar  21 
   EXCHANGE NOTICE  ,
being the bearer of this Permanent Global Instrument at the time of its deposit
with the Fiscal Agent at its specified office for the purposes of the
Instruments, hereby exercises the option set out above to have this Permanent
Global Instrument exchanged in whole or in part for Instruments in
[definitive/registered form/[    ] in aggregate principal
amount of Instruments in definitive form and [   ] in aggregate
principal amount of Instruments in registered form]* and directs that such
Instruments in definitive form be made available for collection by it from the
Fiscal Agents specified office and that such Instruments in registered form be
made available in accordance with the terms and conditions applicable to the
Instruments represented hereby and the Fiscal Agency Agreement.   By:(duly authorised)  
 *Delete and complete, as appropriate  22 
   SCHEDULE 3THE THIRD SCHEDULE FORM OF DEFINITIVE INSTRUMENT (ISMAFORMAT)  [On the face of the Instrument:]  [<9999999+AAXXXXXXXXX9+XX+999999>]  [Denomination]  THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN
TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  TERMS USED IN THIS PARAGRAPH HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT MAY NOT BE SOLD, TRANSFERRED OR
DELIVERED TO ANYONE ANYWHERE IN THE WORLDOTHER
THAN TO PROFESSIONAL MARKET PARTIES (PMP)
WITHIN THE MEANING OF THE EXEMPTION REGULATION UNDER THE DUTCH ACT ON THE
SUPERVISION OF CREDIT INSTITUTIONS 1992.  EACH HOLDER OF THIS INSTRUMENT, BY PURCHASING THIS
INSTRUMENT, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF
THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING SUCH INSTRUMENTS FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP, THAT (2) SUCH INSTRUMENT MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANYONE ANYWHERE IN THE WORLDOTHER THAN TO
A PMP ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT
(3) THE HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED
HEREIN TO ANY SUBSEQUENT TRANSFEREE.](20)  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB FINANCE
INC. (incorporated with limited liability in the State of
Delaware)]  [ABB
CAPITAL B.V. (incorporated with limited liability in The
Netherlands and having its statutory domicile at Amsterdam)]  
 (20) Insert if
the Issuer is ACBV and the Instruments do not qualify as High Denomination
Instruments (as defined in the Information Memorandum).  23 
   [Aggregate principal amount of Tranche] [Title of Instruments]  [                              ](the Issuer) for value received promises, all
in accordance with the terms and conditions [endorsed hereon/attached hereto]
[and the pricing supplement referred to therein and prepared in relation to the
Instruments (the Pricing Supplement)] to pay to the bearer
upon presentation and, if appropriate, surrender hereof on [maturity date] [by
[   ] [equal] successive [semi-annual/quarterly/other]
instalments on the dates specified in the Pricing Supplement](21) or on such
earlier date as the same may become payable in accordance therewith the
principal amount of:  [denomination in words and numerals]  [(, in the case of payment on such earlier date, as
reduced from time to time in accordance with such terms and conditions)](19) or
such other redemption amount as may be specified therein [and to pay in arrear
on the dates specified therein interest on such principal amount [(as reduced
from time to time in accordance with such terms and conditions)](19) at the
rate or rates specified therein, all subject to and in accordance with such
terms and conditions].  [This [title of Instrument] shall not/Neither
this [title
of Instrument] nor any of the interest coupons appertaining hereto
shall] be valid for any purpose until this [title of Instrument] has been
authenticated for and on behalf of Banque Générale du Luxembourg S.A. as fiscal
agent.  This [title of Instrument] is governed by, and
shall be construed in accordance with, English law.  AS WITNESSthe facsimile signature of
two duly authorised officers on behalf of the Issuer.   [                              ]
  [                              ]By:
  [facsimile signature]
  By:
  [facsimile signature](duly authorised)
  
  (duly authorised)ISSUED in
  [             ]
  as of [           ]
  [     ]  
 (21) Insert only where Instruments are Instalment
Instruments.  24 
   AUTHENTICATEDfor and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A.  as fiscal agent without recourse, warranty or liability   By:
  [manual signature](duly authorised)  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](22)  [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS
AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](23)  
 (22) Insert
only where either (i) Issuer is AFI and the maturity of the Instruments is more
than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity of the
Instruments is more than one year.  (23) Insert
only where Issuer is AFI and the maturity of the Instruments is 183 days or
less.  25 
   [On the reverse of the Instruments:]  TERMS AND CONDITIONS  [As contemplated in the Information Memorandum and as amended by the
relevant Pricing Supplement]   [At the foot of the Terms and Conditions:]  FISCAL AGENT  Banque Générale du Luxembourg
S.A. 50, Avenue J.F. Kennedy L-2951 Luxembourg   PAYING AGENT  Banque MeesPierson BGL S.A. 57 Rennweg CH-8023 Zurich Switzerland  26 
   Forms of Coupons  [On the front of Coupon:]  [Attached to the Instruments (interest-bearing, fixed
rate and having Coupons):]   [Issuer]   [Amount and title of Instruments]  Coupon for
[       ] due on
[            ]  Such amount is payable (subject to the terms and
conditions [endorsed on/attached to the [title of Instrument] to which this Coupon
appertains [and the pricing supplement referred to therein], which shall be
binding on the holder of this Coupon whether or not it is for the time being
attached to such [title of Instrument]) against surrender of this Coupon at
the specified office of the Fiscal Agent or any of the Paying Agents set out on
the reverse hereof (or any other or further fiscal or paying agents and/or
specified offices from time to time designated for the purpose by notice duly
given in accordance with such terms and conditions).  [The attention of Couponholders is drawn to condition
9A.06 of the terms and conditions.  The
Instrument to which this Coupon appertains may in certain circumstances
specified in such terms and conditions, fall due for redemption before the due
date in relation to this Coupon.  In
such event, the Paying Agent to which such Instrument is presented for
redemption may determine, in accordance with the aforesaid condition 9A.06 that
this Coupon is to become void.]  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL
REVENUE CODE.](24)  [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS
AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](25)  [<99+9999999+AAXXXXXXXXX9+XX+999999>]  
 (24) Insert
only where either (i) Issuer is AFI and the maturity of the Instruments is more
than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity of the
Instruments is more than one year.  (25) Insert
only where Issuer is AFI and the maturity of the Instruments is 183 days or
less.  27 
   [Attached to the Instrument (interest-bearing,
floating rate and having Coupons):]  [Issuer]   [Amount and title of Instruments]   Coupon for the amount of interest due on
[          ]  Such amount is payable (subject to the terms and
conditions [endorsed on/attached to] the [title of Instrument] to which this Coupon
appertains [and the pricing supplement referred to therein], which shall be
binding on the holder of this Coupon whether or not it is for the time being
attached to such [title of Instrument]) against surrender of this Coupon at
the specified office of the Fiscal Agent or any of the Paying Agents set out on
the reverse hereof (or any other or further fiscal or paying agents and/or
specified offices from time to time designated for the purpose by notice duly
given in accordance with such terms and conditions).  The Instrument to which this Coupon appertains may, in
certain circumstances specified in such terms and conditions, fall due for
redemption before the due date in relation to this Coupon.  In such event, this Coupon will become void
and no payment will be made in respect hereof.  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](26)  [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS
AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](27)  [<99+9999999+AAXXXXXXXXX9+XX+999999>]  
 (26) Insert
only where either (i) Issuer is AFI and the maturity of the Instruments is more
than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity of the
Instruments is more than one year.  (27) Insert
only where Issuer is AFI and the maturity of the Instruments is 183 days or
less.  28 
   [On the reverse of each Coupon:]   FISCALBanque Générale du Luxembourg S.A. AGENT:50 Avenue J.F. Kennedy
L-2951 Luxembourg   PAYINGBanque MeesPierson BGL S.A. AGENT:57 Rennweg
CH-8023 ZurichSwitzerland  29 
   Form of Talon  No  [                       ]  [Amount and title of Instruments]  Talon for further Coupons  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](28)  [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS
AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](29)  After all the Coupons appertaining to the Instrument
to which this Talon appertains have matured, further Coupons [(including, where
appropriate, a Talon for further Coupons)] will be issued at the specified
office of the Fiscal Agent or any of the Paying Agents set out in the reverse
hereof (or any other or further paying agents and/or specified offices from
time to time designated by notice duly given in accordance with the terms and
conditions [endorsed on/attached to] the [title of Instrument] to which this Talon
appertains [and the pricing supplement referred to therein] (which shall be
binding on the holder of this Talon whether or not it is for the time being
attached to such [title of Instrument])) upon production and surrender of
this Talon upon and subject to such terms and conditions.  The initial Paying Agents and their
specified offices are set out on the reverse hereof.  Under the said terms and conditions, such Instrument
may, in certain circumstances, fall due for redemption before the original due
date for exchange of this Talon and in any such event this Talon shall become
void and no exchange shall be made in respect hereof.  [Issuer]  
 (28)  Insert only where either (i) Issuer is AFI
and the maturity of the Instruments is more than 183 days or (ii) Issuer is
AIFLTD or ACBV and the maturity of the Instruments is more than one year.  (29) Insert
only where Issuer is AFI and the maturity of the Instruments is 183 days or
less.  30 
   SCHEDULE 4THE FOURTH SCHEDULE FORM OF REGISTERED INSTRUMENT  ISIN Number:
  [         ]
  
  Series Number:
  [            ]
  
  Serial Number:
  [           ]  THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE SECURITIES ACT), AND MAY NOT
BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.  [THIS INSTRUMENT OR ANY INTEREST HEREIN MAY NOT BE
SOLD, TRANSFERRED OR DELIVERED TO ANYONE
ANYWHERE IN THE WORLDOTHER THAN TO PROFESSIONAL MARKET PARTIES (PMP) WITHIN THE MEANING OF THE EXEMPTION
REGULATION UNDER THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992.  EACH HOLDER OF INSTRUMENTS (OR ANY INTEREST HEREIN),
BY PURCHASING THE INSTRUMENTS, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED
FOR THE BENEFIT OF THE ISSUER THAT (1) SUCH HOLDER IS A PMP AND IS ACQUIRING
SUCH INSTRUMENTS FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP, THAT (2) SUCH
INSTRUMENTS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANYONE ANYWHERE IN THE WORLD OTHER THAN TO
A PMP ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP AND THAT (3)
THE HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO
ANY SUBSEQUENT TRANSFEREE.](30)  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB FINANCE
INC. (incorporated with limited liability in the State of
Delaware)]  [ABB
CAPITAL B.V. (incorporated with limited liability in The
Netherlands and having its statutory domicile at Amsterdam)]  [Aggregate principal amount of Tranche] [Title of Instruments]  
 (30) Insert if
the Issuer is ACBV and the Instruments do not qualify as High Denomination
Instruments (as defined in the Information Memorandum).  31 
   [                              ](the Issuer) for value received promises, all
in accordance with the terms and conditions [endorsed hereon/attached hereto]
[and the pricing supplement referred to therein and prepared in relation to the
Instruments (Pricing Supplement)], to pay to
                                                                                        
of   (being the person registered in the register referred
to below or, if more than one person is so registered, the first-named of such
persons) on [maturity
date] [by [   ] [equal] successive
[semi-annual/quarterly/other] instalments on the dates specified in the Pricing
Supplement](31) or on such earlier date as the same may become payable in
accordance therewith the principal sum of
                                                                                                      [(,
in the case of payment on such earlier date, as reduced in accordance with such
terms and conditions)](34) or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on such
principal amount [(as reduced in accordance with such terms and
conditions)](34) at the rate or rates specified therein], all subject to and in
accordance with such terms and conditions.  The statements set forth in the legend, if any, set
forth above are an integral part of the terms of this Instrument and by
acceptance hereof each holder of this Instrument agrees to be subject to and
bound by the terms and provisions set forth in such legend, if any.  This Instrument is evidence of entitlement only.  Title to the Instrument passes only on due
registration in the Register maintained by
[                              ](32),
as registrar, and only the duly registered holder or if more than one person is
so registered, the first-named of such persons is entitled to payment in
respect of this Instrument.  This Instrument is governed by, and shall be construed
in accordance with, English law.  This Instrument shall not be valid for any purpose
until this Instrument has been authenticated for and on behalf of
[                                              ],(36)
as registrar.  AS WITNESS the facsimile or manual
signatures of two duly authorised officers of the Issuer.  [                              ][                              ]By:
  [manual/facsimile signature]
  By:
  [manual/facsimile signature](duly authorised)
  
  (duly authorised)  
 (31) Insert only where Instruments are Instalment
Instruments.  (32) Insert name of the relevant Registrar.  32 
   ISSUED in
[             ]
as of [           ]
[   ]  AUTHENTICATED for and on behalf of  [                                     ]  as registrar without recourse, warranty or liability   By:
  [manual signature](duly authorised)  33 
   FORM OF TRANSFER  FOR VALUE RECEIVED
                                             ,
being the registered holder of this [title of Instrument], hereby transfers to
                                                                                                   
of
                                                                        ,
                                                   
in principal amount of this [title of Instrument] and irrevocably
requests and authorises
[                                              ](33),
in its capacity as registrar in relation to the [title of Instruments] (or
any successor to
[                                      ](37),
in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the register kept by it.  Dated:   By:
  [manual signature]
  [By:
  [manual signature](duly authorised)
  
  (duly authorised)   Notes:  The name of the person by or on whose behalf this form of transfer is
signed must correspond with the name of the registered holder as it appears on
the face of this Instrument.  (i)A representative of such registered holder
should state the capacity in which he signs (e.g. executor).  (ii)The signature of the person
effecting a transfer shall conform to any list of duly authorised specimen
signatures supplied by the registered holder or be certified by a recognised
bank, notary public or in such other manner as the Registrar may require.  (iii)Any
transfer of [title of Instruments] shall be in an amount equal to the minimum
denomination as may be specified in the relevant Pricing Supplement or an
integral multiple thereof.  
 (33) Insert name of the relevant Registrar  34 
   SCHEDULE 5THE NINTH SCHEDULE  FORM OF TEMPORARY GLOBAL INSTRUMENT (AFI REGISTERED)  Series Number:
  [         ]
  
  
  
  Serial
  Number: [         ]  THE SECURITIES REPRESENTED BY THIS TEMPORARY GLOBAL
INSTRUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. 
TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.  THIS GLOBAL INSTRUMENT IS A TEMPORARY GLOBAL
INSTRUMENT FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT.  NEITHER THIS TEMPORARY GLOBAL INSTRUMENT NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED
UNDER THE FISCAL AGENCY AGREEMENT (AS AMENDED AND SUPPLEMENTED) HEREINAFTER
REFERRED TO.  ABB FINANCE INC. (incorporated with limited liability in the State of
Delaware)  TEMPORARY GLOBAL INSTRUMENT representing
up to [Aggregate principal amount of Tranche] [Title of Instruments]  This Temporary Global Instrument is issued in respect
of an issue of [description of Instruments including aggregate principal amount of
Tranche] (the Instruments) by [                              ]
(the Issuer).  The Issuer for value received promises, all in
accordance with the terms and conditions [attached hereto/set out in the
information memorandum prepared by the Issuer and dated 11 November 2003
and the pricing supplement prepared in relation to the Instruments (Pricing
Supplement)] to pay to
                                                                                                                                                           
of   on [maturity date] [by [   ]
[equal] successive [semi-annual/quarterly/other] instalments on the dates
specified in the Pricing Supplement](34) or on such earlier date as the same
may become  
 (34) Insert only where Instruments are Instalment
Instruments.  35 
   payable in accordance therewith the principal amount
of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Temporary Global Instrument or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on the
principal amount hereof from time to time at the rate or rates specified
therein], all subject to and in accordance with such terms and conditions.  Except as specified herein, the holder of this
Temporary Global Instrument is entitled to the benefit of the terms and
conditions referred to above and of the same obligations on the part of the
Issuer as if such holder were the holder of the Instruments represented hereby
except that the holder of this Temporary Global Instrument shall not prior to
the Exchange Date (defined below) be entitled to receive payment of [the
principal of or] interest on the Instruments except to the extent that a due
request for exchange or delivery of this Temporary Global Instrument for
Registered Instruments is improperly withheld or refused, and all payments
under and to the bearer of this Temporary Global Instrument shall be valid and
effective to satisfy and discharge the corresponding liabilities of the Issuer
in respect of the Instruments.  This Temporary Global Instrument is exchangeable in
whole or in part for Instruments in registered form (Registered Instruments) and in
substantially the form (subject to completion) set out in the Fourth Schedule
to an amended and restated fiscal agency agreement dated 30 May 2001, as
supplemented by a supplemental fiscal agency agreement dated 11 June 2002 and a
second supplemental fiscal agency agreement dated 11 November 2003 (as
further supplemented, amended or replaced, the Fiscal Agency Agreement) and
made between the Issuer, Banque Générale du Luxembourg S.A., in its capacity as
fiscal agent (the Fiscal Agent, which expression shall
include any successor to Banque Générale du Luxembourg S.A. in its capacity as
such), Banque Générale du Luxembourg S.A. as principal registrar and certain
other financial institutions named therein. 
An exchange for Registered Instruments will be made only on or after the
date (the Exchange Date) which is 40 days after the later of the date
of issue of this Temporary Global Instrument and the completion (as notified to
the Fiscal Agent by the Issuer) of the distribution of the Instruments
represented by this Temporary Global Instrument and upon presentation or, as
the case may be, surrender of this Temporary Global Instrument to the Fiscal
Agent at its specified office in relation to the Instruments and upon and to
the extent only of delivery to the Fiscal Agent of a certificate or
certificates issued by Euroclear Bank, S.A./N.V., as operator of the Euroclear
System (the Euroclear System) or
Clearstream, société anonyme, Luxembourg (Clearstream
Luxembourg), or by any other relevant clearing system and dated not
earlier than the Exchange Date in substantially the form set out in Annex I
hereto or, as the case may be, in the form that is customarily issued in such
circumstances by such other clearing system. 
Any Registered Instruments shall be made available in exchange in
accordance with the terms and conditions applicable to the Instruments
represented hereby and the Fiscal Agency Agreement (which shall apply as if the
holder of this Temporary Global Instrument were the holder of the Instruments
represented hereby).  Payments of
interest otherwise falling due before the Exchange Date will be made only upon
presentation of the Temporary Global Instrument to the Fiscal Agent at its  36 
   specified office in relation to the Instruments and
upon and to the extent only of delivery to the Fiscal Agent of a certificate or
certificates issued by the Euroclear System or Clearstream, Luxembourg or by
any other relevant clearing system and dated not earlier than the relevant
interest payment date in substantially the form set out in Annex II hereto or,
as the case may be, in the form that is customarily issued in such
circumstances by such other clearing system.  In the event that (i) this Temporary Global Instrument
is not duly exchanged, whether in whole or in part, for Registered Instruments
by 6.00 p.m. (London time) on the thirtieth day after the time at which the
preconditions to such exchange are first satisfied or (ii) any Instrument
represented hereby becomes immediately redeemable following the occurrence of
an Event of Default in relation thereto and is not duly redeemed (and the funds
required for such redemption are not available to the Fiscal Agent for the
purposes of effecting such redemption and remain available for such purpose) by
6.00 p.m. (London time) on the thirtieth day after the time at which such
Instruments become immediately redeemable, then this Temporary Global Instrument
will become void and the holder will have no further rights hereunder (but
without prejudice to the rights which such bearer or any other person having an
interest in this Temporary Global Instrument immediately prior to it becoming
void may have under a deed of covenant dated 10 March 1993 and executed by the
Issuer in respect of the Instruments).  On any occasion on which a payment of interest is made
in respect of this Temporary Global Instrument, the Issuer shall procure that
the Paying Agent to which such Temporary Global Instrument is presented notes
the same on the Schedule hereto.  On any occasion on which a payment of principal or
redemption amount is made in respect of this Temporary Global Instrument or on
which this Temporary Global Instrument is exchanged in whole or in part as
aforesaid or on which Instruments represented by this Temporary Global
Instrument are to be cancelled, the Issuer shall cause the Paying Agent to
which such Temporary Global Instrument is presented to procure that (i) the
aggregate principal amount of the Instruments in respect of which such payment
is made (or, in the case of a partial payment, the corresponding part thereof)
or which are delivered in registered form or which are to be cancelled and (ii)
the remaining principal amount of this Temporary Global Instrument (which shall
be the previous principal amount hereof less the amount referred to at (i)
above) are noted on the Schedule hereto, whereupon the principal amount of this
Temporary Global Instrument shall for all purposes be as most recently so
noted.  This Temporary Global Instrument is governed by, and
shall be construed in accordance with, English law.  This Temporary Global Instrument shall not be valid
for any purpose until authenticated for and on behalf of Banque Générale du
Luxembourg S.A. as fiscal agent.  AS WITNESS the manual signature of two
duly authorised officers on behalf of the Issuer.  37 
   [                              ]
  [                              ]By:
  [manual signature]
  By:
  [manual signature](duly authorised)
  
  (duly authorised)  ISSUED in
[          ] as of
[            ]
[   ]   AUTHENTICATED for and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A. as fiscal agent   By:
  [manual signature](duly authorised)  38 
   THE SCHEDULE  Payments, Delivery of Registered Instruments, and Cancellation of Instruments  Date of
  payment,
  delivery or
  cancellation
  
  Amount
  of
  interest then
  paid
  
  Amount
  of
  principal or,
  as the case
  may be,
  redemption
  amount then
  paid
  
  Aggregate
  principal
  amount of 
  Registered
  Instruments
  then
  delivered
  
  Aggregate
  principal
  amount of
  Instruments
  then
  cancelled
  
  Remaining
  principal
  amount of
  this
  Temporary
  Global
  Instrument
  
  Authorised
  signature of
  the Fiscal
  Agent and/or
  the Registrar  39 
   ANNEX I  [Form of certificate to be given in relation to
exchanges of this Temporary Global Instrument for Registered Instruments issued
by AFI]  [Name of Issuer] [Aggregate principal amount and title of Instruments] (the Securities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member
Organisations) substantially to the effect set forth in the Fiscal
Agency Agreement as of the date hereof, except as set forth below,
[   ] principal amount of the above-captioned Securities are
beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who
purchased the Securities in transactions which did not require registration
under the U.S. Securities Act of 1933, as amended (the Act).  As used in this paragraph the term U.S. person
has the meaning given to it by Regulation S under the Act).  As used herein, United States means the
United States of America (including the States and the District of Columbia);
and its possessions include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.  We undertake to advise you promptly by
tested telex on or prior to the date on which you intend to submit your
certification relating to the Securities held by you for our account in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.  We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organisations to the effect
that the statements made by such Member Organisations with respect to any
portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon as at the date hereof.  This certification excepts and does not
relate to [     ] of such interest in the above
Securities in respect of which we are not able to certify and as to which we
understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we
do so certify.  We understand that this certification is
required in connection with certain securities laws of the United States.  In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certification  40 
   is or would be relevant, we irrevocably
authorise you to produce this certification to any interested party in such
proceedings.   Date:[           ](35)  [Euroclear
Bank S.A./N.V., as operator of the Euroclear System/Clearstream Banking,
société anonyme, Luxembourg]  By:[authorised signature]  
 (35) To be dated not earlier than the Exchange Date.  41 
   ANNEX II  [Form of certificate to be given in relation to
payments of interest falling due before the Exchange Date:]  [Name of Issuer]  [Aggregate principal amount and title of Instruments] (the Securities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member
Organisations) substantially to the effect set forth in the Fiscal
Agency Agreement as of the date hereof, except as set forth below, [   ] principal amount of the above-captioned
Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Securities in transactions which did not require
registration under the U.S. Securities Act of 1933, as amended (the Act).  As used in this paragraph the term U.S. person
has the meaning given to it by Regulation S under the Act.  As used herein, United States means the
United States of America (including the States and the District of Columbia);
and its possessions include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.  We undertake to advise you promptly by
tested telex on or prior to the date on which you intend to submit your
certification relating to the Securities held by you for our account in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.  We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organisations to the effect
that the statements made by such Member Organisations with respect to any
portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon as at the date hereof.  This certification excepts and does not
relate to [    ] of such interest in the
above Securities in respect of which we are not able to certify and as to which
we understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we
do so certify.  We understand that this certification is
required in connection with certain securities laws of the United States.  In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certification  42 
   is or would be relevant, we irrevocably
authorise you to produce this certification to any interested party in such
proceedings.  Date:[          ]  [Euroclear
Bank S.A./N.V., as operator of the Euroclear System/Clearstream Banking,
société anonyme, Luxembourg]  By:[authorised signature]  43 
   ANNEX III  [Form of account-holders certification referred to in
the preceding certificates:]  [Name of Issuer]  [Aggregate principal amount and title of Instruments] (theSecurities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member
Organisations) substantially to the effect set forth in the Fiscal
Agency Agreement as of the date hereof, except as set forth below, [   ] principal amount of the above-captioned
Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Securities in transactions which did not require
registration under the U.S. Securities Act of 1933, as amended (the Act).  As used in this paragraph the term U.S. person
has the meaning given to it by Regulation S under the Act.  As used herein, United States means the
United States of America (including the States and the District of Columbia);
and its possessions include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.  We undertake to advise you promptly by
tested telex on or prior to the date on which you intend to submit your
certification relating to the Securities held by you for our account in
accordance with your operating procedures if any applicable statement herein is
not correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.  We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organisations to the effect
that the statements made by such Member Organisations with respect to any
portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon as at the date hereof.  This certification excepts and does not
relate to [    ] of such interest in the
above Securities in respect of which we are not able to certify and as to which
we understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we
do so certify.  We understand that this certification is
required in connection with certain securities laws of the United States.  In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certification  44 
   is or would be relevant, we irrevocably
authorise you to produce this certification to any interested party in such
proceedings.   Date:[          ](36)  [Account-holder] as or as agent for the beneficial
owner of the Instruments.  By:[authorised
signature]  
 (36) To be dated not earlier than fifteen days before
the Exchange Date or, as the case may be the relevant interest payment date.  45 
   FORM OF TRANSFER  FOR VALUE RECEIVED
                                           ,
being the registered holder of this [title of Instrument], hereby transfers to
                                                                    
of                                             ,
                                        in
principal amount of this [title of Instrument] and irrevocably
requests and authorises
[                                           ](37),
in its capacity as registrar in relation to the [title of Instruments] (or
any successor to
[                                ](37),
in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the register kept by it.  Dated:   By:
  [manual signature]
  [By:
  [manual signature](duly authorised)
  
  (duly authorised)   Notes:  The name of the person by or on whose behalf this form of transfer is
signed must correspond with the name of the registered holder as it appears on
the face of this Instrument.  (i)A representative of such registered holder
should state the capacity in which he signs (e.g. executor).  (ii)The
signature of the person effecting a transfer shall conform to any list of duly
authorised specimen signatures supplied by the registered holder or be
certified by a recognised bank, notary public or in such other manner as the
Registrar may require.  Any transfer of [title of Instruments] shall be in an amount equal to
the minimum denomination as may be specified in the relevant Pricing Supplement
or an integral multiple thereof.  
 (37) Insert name of the relevant Registrar  46 
   SIGNATURES  ABB INTERNATIONAL FINANCE LIMITEDBy: Christopher Noon
  By:  Ann
  LarssonABB FINANCE INC.By:Alex
  Hall
  By:  Patrick
  KrähenbühlABB CAPITAL B.V.By:  Ann
  Larsson
  By:  Patrick
  KrähenbühlBANQUE GENERALE DU LUXEMBOURG S.A.as Fiscal Agent andPrincipal RegistrarBy:
  By:BANQUE MEESPIERSON BGL S.A.as Paying AgentBy:
  By:JPMORGAN CHASE BANKas Alternative RegistrarBy:  47