Exhibit 4.4

GRAPHIC

AMENDMENT LETTER

1
November 2004

Dear
Sirs

We
refer to the US$1,000,000,000 multi-currency revolving credit agreement dated 17 November 2003 as amended on 10 December 2003 between, amongst others, yourselves and
ourselves (theAgreement).

Background

Since our successful restructuring in late 2003, we have continued to make good progress in our core business areas of power and automation technologies resulting
in an improved credit profile for the company- We are grateful for your continued support.

Proposed Amendments

In view of the above, we now wish to propose certain amendments to the Agreement pursuant to Clause 35 (Amendments and
Waivers). The effect of these amendments will be:



These
amendments and certain consequential amendments (together theAmendments) are set out in Schedule 2 to this letter. We also
attach as Schedule 3, for ease of reference, blacklined extracts from the Agreement showing the Amendments-

Under
Clause 35 (Amendments and Waivers) of the Agreement, the proposed amendments will require the consent of all Lenders (as
defined in the Agreement).

Amendment Fee and Execution Process

We are proposing to pay an amendment fee of 5 basis points (theAmendment Fee) to each Lender on its participation
under the Agreement on the Effective Date (as defined below).

In
order to approve the Amendments, please sign and return to us and to the Facility Agent the enclosed copies of this letteron or before 15
November 2004. The Amendments will be effective on 19 November 2004 (theEffective Date), if approved by all of
the Lenders (as defined in the Agreement) prior to that date. We will notify you promptly after the Effective Date whether or not we have received consent.

We
execute this letter on behalf of ourselves and as agent on behalf of the other Obligors.

Should
you have any questions, please contact either Urs Arnold (Phone: +41-43-3l7 6380) or Alex Hall (Phone: +41-43-317 3572) or the
Facility Agent, CSFB (Thomas Muoio, Phone: +44-20-7888 2128; Marc Pereira-Mendoza, Phone: +44-20-7888 7764).

Please
fax your completed consent to ABB (Fax: +41-43-317 3929) and to the attention of Paul Ronchi at CSFB (Fax: +44-20-7888 8398).

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For
your information towards the end of this week you will also receive the quarterly covenant compliance information package for the existing Credit Facility,

Yours
faithfully

|/s/ Dr. Alfred StorckDr. Alfred Storck
Authorized signatory for |  |  |  | /s/ Urs ArnoldUrs Arnold
Authorized signatory for
|--------------------------------------------------------------- |  |  |  | -------------------------------------------------
|                                                                |  |  |  |                                                  

ABB LTD

As
Obligors' Agent for and
on behalf of itself and the Obligors

2

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By:                     |  |                                     |  | 
|----------------------- |  | ----------------------------------- |  | 
|                        |  | /s/ Banco Bilbao Vizcaya Argentaria |  | 
|[INSERT NAME OF LENDER] |  |                                    
|                        |  |                                     |  | 

|/s/ Christopher MetherellChristopher Metherell
Global Relationship Manager |  |  |  | /s/ George Silva-RozziGeorge Silva-Rozzi
Global Relationship Manager
|-------------------------------------------------------------------------- |  |  |  | --------------------------------------------------------------------
|                                                                           |  |  |  |                                                                     

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|/s/ Roger Cosly[INSERT NAME OF LENDER] |  |  |  | 
|-------------------------------------- |  |  |  | 
|Barclays Bank PLC                      |  |  |  | 
|                                       |  |  |  | 

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Amendment Fee and Execution Process

We are proposing to pay an amendment fee of 5 basis points (the Amendment Fee) to each Lender on its participation under the Agreement on the Effective Date (as
defined below).

In
order to approve the Amendments, please sign and return to us and to the Facility Agent the enclosed copies of this letter on or before15
November 2004. The Amendments will be effective on 19 November 2004 (theEffective Date), if approved by all of
the Lenders (as defined in the Agreement) prior to that date. We will notify you promptly after the Effective Date whether or not we have received consent.

We
execute this letter on behalf of ourselves and as agent on behalf of the other Obligors.

Should
you have any questions, please contact either Urs Arnold (Phone: +41-43-317 6380) or Alex Hall (Phone; +41-43-317 3572) or the
Facility Agent, CSFB (Thomas Muoio, Phone: +44-20-7888 2128; Marc Pereira-Mendoza, Phone: +44-20-7888 7764).

Please
fax your completed consent to ABB (Fax: +41-43-317 39290 and to the attention of Paul Ronehi at CSFB (Fax:
+44-20-7888-8398).

For
your information towards the end of this week you will also receive the quarterly covenant compliance information package for the existing Credit Facility.

Yours
faithfully

|/s/ Dr. Alfred StorckDr. Alfred Storck
Authorized signatory for |  |  |  | /s/ Urs ArnoldUrs Arnold
Authorized signatory for
|--------------------------------------------------------------- |  |  |  | -------------------------------------------------
|                                                                |  |  |  |                                                  

ABB LTD

We
agree to the Amendments outlined above.

Bayerische Hypo-und Vereinsbank AG

|/s/ Harold StegmaierHarold Stegmaier
Senior Vice President |  |  |  | /s/ Thomas PentenriederThomas Pentenrieder
Vice President
|---------------------------------------------------------- |  |  |  | ---------------------------------------------------------
|                                                           |  |  |  |                                                          

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By:                     |  | /s/BNP PARIBAS SA |  |  |  | 
|----------------------- |  | ----------------- |  |  |  | 
|[INSERT NAME OF LENDER] |  |                   |  | 
|                        |  |                   |  |  |  | 

|/s/ Bummound HeurdierBummound Heurdier |  |  |  | /s/ Lionel BordonierLionel Bordonier
|-------------------------------------- |  |  |  | ------------------------------------
|                                       |  |  |  |                                     

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By:                     |  | IXIS CORPORATE AND
INVESTMENT BANK |  |  |  | 
|----------------------- |  | ---------------------------------- |  |  |  | 
|[INSERT NAME OF LENDER] |  |                                    |  | 
|                        |  |                                    |  |  |  | 

|/s/ Henri MalickHenri Malick
Managing Director for Financing Activities |  |  |  | 
|----------------------------------------------------------------------- |  |  |  | 
|                                                                        |  |  |  | 

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By:                     |  | Citibank, N.A.            4 Nov. 2004 |  |  |  | 
|----------------------- |  | ------------------------------------- |  |  |  | 
|[INSERT NAME OF LENDER] |  |                                       |  | 
|                        |  |                                       |  |  |  | 

|/s/ Timo VattoTimo Vatto
Managing Director |  |  |  | 
|------------------------------------------ |  |  |  | 
|                                           |  |  |  | 

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By:                     |  | COMMERZBANK        12 Nov. 2004 |  |  |  | 
|----------------------- |  | ------------------------------- |  |  |  | 
|[INSERT NAME OF LENDER] |  |                                 |  | 
|                        |  |                                 |  |  |  | 

|/s/ Wohwen CzajaWohwen Czaja |  |  |  | 
|---------------------------- |  |  |  | 
|                             |  |  |  | 

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GRAPHIC

|To:   |  | ABB Ltd.
Attn. Urs Arnold/Alex Hall
Fax: +41-43 317 3929                               
|----- |  | ---------------------------------------------------------------------------------------
|Cc:   |  | Credit Suisse First Boston (the Facility Agent)
Attn. Paul Ronchi
Fax: +44-207-888-8398
|Date: |  | 3 November 2004                                                                        

Re: ABB Ltd.USD 1,000,000,000 Multi-Currency Revolving Credit Agreement

We refer to the Amendment Letter dated 1 November 2004 and are pleased to confirm that we agree to the Amendments outlined therein.

|CREDIT SUISSE FIRST BOSTON            |  |                            
|------------------------------------- |  | ---------------------------
|/s/Christopher RoderChristopher Roder |  | /s/Clems KramerClems Kramer

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GRAPHIC

Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|                                                         |  |                        
|-------------------------------------------------------- |  | -----------------------
|By: Deutsche Bank Luxembourg S.A.[INSERT NAME OF LENDER] |  |                        
|/s/A. SchneiderA. Schneider                              |  | /s/N. HibberdN. Hibberd

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GRAPHIC

Fax
+41 43 317 3929

CSFB
Paul Ronchi
Fax +44 20 7888 8398

|Our ref. |  | Your ref. |  | Date
Oslo, November 9th 2004
|-------- |  | --------- |  | ----------------------------

AMENDMENT LETTER

We agree to the Amendments outlined above.

Yours
faithfully
on behalf of DnB NOR Bank ASA

|/s/J. Morten KreutzJ. Morten Kreutz
Senior Vice President |  | /s/Kristi BirkelandKristi Birkeland
Vice President
|--------------------------------------------------------- |  | --------------------------------------------------

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GRAPHIC

Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By: Dresdner Bank Luxembourg S.A.[INSERT NAME OF LENDER] |  |                                                    
|-------------------------------------------------------- |  | ---------------------------------------------------
|/s/C. KoggeC. Kogge
Sous-Directeur                       |  | /s/J. SchirraJ. Schirra
Fondé de Pouvoirs Principal

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By: HSBC BANK PLC[INSERT NAME OF LENDER] |  | 
|---------------------------------------- |  | 
|/s/Per Orov SynnemanPer Orov Synneman    |  | 

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By: POUR ING[INSERT NAME OF LENDER]          |  |                                         
|-------------------------------------------- |  | ----------------------------------------
|/s/Nick SmitNick Smit
Attaché à la Direction |  | /s/Yves AdlerYves Adler
Director Adjoint

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By: KBC Bank[INSERT NAME OF LENDER]                                                        |  |                                            
|------------------------------------------------------------------------------------------ |  | -------------------------------------------
|/s/Herlinda WoutersHerlinda Wouters
Global Relationship Manager
Multinationals
KBC Bank NV |  | /s/Guy SnoeksGuy Snoeks
General Manager IBB

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Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|By:[INSERT NAME OF LENDER] |  | 
|-------------------------- |  | 

Nordea
Bank AB (publ)
(a company which by a merger completed and registered on 1 March 2004 has acquired and taken over all assets and rights of Nordea Bank Sweden AB (publ) and assumed all the liabilities and
obligations of Nordea Bank Sweden AB (publ))

|/s/Arne LjungArne Ljung |  | /s/Cecilia MurrayCecilia Murray
|----------------------- |  | -------------------------------

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Agency
Operations Unit
Samba Financial Group
P.O. Box 839
Riyadh 11421
kingdom of Saudi Arabia
Tol. +968-1-211 7421/7456
Fax +965-1-1211 7488
Telex: 400135 AM8A SJ

|9th November 2004                        |  | Total No. of pages including this page1
|---------------------------------------- |  | ----------------------------------------
|To: ABB Ltd., Zurich                     |  | Fax +41 43 317 3929                     
|Attn: Alfred Stock/Urs Arnold            |  |                                         
|cc: Credit Suisse First Boston, London   |  | Fax +44-207888 8398                    
|Attn: Paul Ronchi                        |  |                                         
|cc: Hasan Ali/Khalid Al-Gwaiz (in-house) |  |                                         

Dear
Sirs,

We
refer to your letter dated 1st November 2004 requesting the lenders' approval to amend certain provision of the Agreement and, in response, are pleased to advise you of Samba
Financial Group's approval to the Amendments proposed, specifically the:



provided
other terms of the Agreement not affecting any of these amendments shall remain in full force and effect.

As
requested we attach the form for acknowledging our agreement duly signed by our authorized officers.

|Yours faithfully,                                                                         |  |                                  
|----------------------------------------------------------------------------------------- |  | ---------------------------------
|Samba Financial Group
By:                                                                 |  |                                  
|/s/Hortendio TaezaHortendio Taeza
Assistant General manager
Head of Agency Operation Unit |  | /s/Hasan AliHasan Ali
RM EXT 7536

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GRAPHIC

Form
of acknowledgement of the amendment letter

We
agree to the Amendments outlined above.

|/s/Ulla S. NilssonUlla S. Nilsson
Skandinaviska Enskilda Banken AB (Publ) |  | /s/Martin LindebergMartin Lindeberg
|------------------------------------------------------------------------- |  | -----------------------------------

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Svenska HandelsbankenDivision Handelsbanken Markets

ABB
Attn: Urs Arnold
Fax No. +41 43 317 3929
Date: November 10, 2004

CSFB
Attn: Paul Ronchi
Fax No. +44 20 7888 8398
Date November 10, 2004

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Dear
Sirs,

Re:
ABB Ltd USD 1,000,000,000 multi-currency revolving credit agreement dated 17 November 2003 as amended on 10 December 2003.

We
hereby agree to the Amendments outlined in your letter dated 1 November 2004

|Yours faithfully                                                                     |  |                        
|------------------------------------------------------------------------------------ |  | -----------------------
|/s/Anders AlmbergAnders Almberg
For and on behalf of Svenska
Handelsbanken AB (publ) |  | /s/Mona JöhnkMona Jöhnk

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SCHEDULE 1        FINANCIAL INSTITUTIONS

|Barclays Bank plc                       |  | 
|--------------------------------------- |  | 
|Bayerische Hypo- und Vereinsbank AG     |  | 
|BNP Paribas SA                          |  | 
|Citibank, N.A.                          |  | 
|Commerzbank Aktiengesellschaft          |  | 
|Credit Suisse First Boston              |  | 
|Deutsche Bank Luxembourg S.A.           |  | 
|Dresdner Bank Luxembourg S.A.           |  | 
|HSBC Bank Plc                           |  | 
|Nordea Bank Sweden AB (Publ)            |  | 
|Skandinaviska Enskilda Banken AB (Publ) |  | 
|Svenska Handelsbanken AB (Publ)         |  | 
|Banco Bilbao Vizcaya Argentaria S.A.    |  | 
|CDC IXIS                                |  | 
|Den Norske Bank ASA                     |  | 
|ING Belgium NV                          |  | 
|KBC Bank NV                             |  | 
|Saudi American Bank                     |  | 

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SCHEDULE 2    AMENDMENTS TO THE $1,000,000,000 MULTI-CURRENCY REVOLVING  CREDIT AGREEMENT

1.     Commitment Fee (Clause 12)

Paragraph (s)
of Clause 12.1 will be amended to read as follows:



2.     Provision of Liquidity Plan (Clause 20)





3.     Prepayment of Group Facilities (Clause 22.9)

The
text of Clause 22.9 will be deleted and will be replaced by the words "[Intentionally deleted.]"

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SCHEDULE 3    EXTRACTS FROM THE AGREEMENT

11.3 Alternative basis of interest or funding



11.4 Break Costs



12.   FEES

12.1 Commitment Fee



12.2 Utilisation Fee



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20.4 Business Plan



20.5 Information: miscellaneous

ABB
shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):



20.6 Notification of default



"Base Currency" means Dollars.

"Base Currency Amount" means, in relation to an Advance, the amount specified in the Utilisation Request delivered by the relevant
Borrower for that Advance (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Facility Agent's Spot Rate of Exchange on the date
which is 3 Business Days before the Utilisation Date or, if later, on the date the Facility Agent receives the Utilisation Request) adjusted to reflect any repayment or prepayment of the Advance.

"Borrowers" means each Original Borrower and each Additional Borrower,providedthat it
has not been released from its rights and obligations under this Agreement in accordance with Clause 25.3 (Resignation of Borrower),

"Break Costs"means the amount (if any) by which;

24

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exceeds:



"Business Day"means:



"Business Plan" means the 3 year business plan (consisting of an income statement and balance sheet of the Group) dated 7
October 2003 prepared by ABB and as updated in accordance with Clause 20.4 (Business Plan)

"Lender" means;



which
in each case has not ceased to be a Party in accordance with the terms of this Agreement.

"LIBOR" means, in relation to any Advance:



"Majority Lenders" means a Lender or Lenders whose Commitments aggregate 662/3% or more of the Total Commitments

"Mandatory Cost"means, the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 9
(Mandatory Costs).

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"Margin" means, at any time the rate per annum computed in accordance with the table set out in Schedule 4 (The Margin and
Utilisation Fee) provided that:



in
each case computed in accordance with the table set out in Schedule 4 (The Margin and Utilisation Fee).

"Material Adverse Effect"means a material adverse effect on:



19.1 Financial statements



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19.12 No Material Adverse Effect

Since June 2003:



19.19 Repetition



20.   INFORMATION UNDERTAKINGS

The
undertakings in this Clause 20 remain in force from the date of this Agreement for 90 long as any amount is outstanding under the Finance; Documents or any Commitment is in
force.

20.1 Financial statements



27

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20.2 Requirements as to financial statements





20.3 Covenant Compliance Certificate



28

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"Net Debt" means Total Gross Debt less cash available in group treasury operations

"Quarter Date"means the last day of each Relevant Period.

"Relevant
Period" means each period of twelve months ending on the last day of ABB's financial year and each period of twelve months ending on the last day of each quarter of ABB's
financial year.

"Total Gross Debt"means the aggregate short-term borrowings and current maturities on long-term borrowings and
long-term borrowings in each case as reflected in ABB's consolidated balance sheet as of the 1st day of the Relevant Period plus, the obligation of members of the Group to make cash
payments to the Asbestos Trusts plus (without double counting) the aggregate net proceeds of any Securitisation to the extent that the aggregate net proceeds thereof for the Group at any time exceed
$650,000,000 (excluding any amount of such cash proceeds that are not freely transferable under applicable law and regulation to the group treasury operations as disclosed in the Covenant Compliance
Certificate) on the last day of the Relevant Period excluding the impact of changes in US GAAP or the application thereof effective after 30 June: 2003 and further excluding any changes from 30
June 2003 in the market valuation of derivatives embedded in the $968,000,000 convertible bond issued by a member of the Group and the related amortisation of discount on issuance resulting
from the bifurcation of the embedded derivatives in such bond.

"Total Gross Interest" means, in respect of any Relevant Period, the interest expense for financial liabilities and costs of the
securitisation programmes of the Group as reflected in ABB's consolidated income statement (excluding items considered as other finance expense, such as, but not limited to any fees, taxes or
commissions, foreign exchange: gains or losses, gains or losses On marketable securities, gains or losses on derivatives, the effects arising from the bifurcation of toe embedded derivatives in
respect of the $968,000,000 convertible bond issued by a member of the Group and charges or credits in relation to management incentive plans).

21.2 Financial Condition

ABB
shall ensure that:



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SCHEDULE 11    FORM OF COVENANT COMPLIANCE CERTIFICATE

To:
Credit Suisse First Boston as Facility Agent

From:
ABB Ltd

Dated:

Dear
Sirs

ABB Ltd
$1,000,000,000 Multicurrency Revolving Credit Agreement dated [sp2f] (the "Agreement")

We
refer to the Agreement. This is a Covenant Compliance Certificate delivered with the consolidated accounts of ABB dated [31 March, 30 June, 30 September]
[2003] (the "Reference Date"). Terms defined in the Agreement have the same meaning when used in this Covenant Compliance
Certificate unless given a different meaning.

We
confirm that:









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22.7 Change of business

ABB
shall procure that no change is made to the business of the Group which would result in the core business of the Group, taken as a whole, being something other than the business of
power and automation technology.

22.8 Insurance

Each
Obligor shall (and ABB shall ensure that each Group Company win) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies
against those risks and to the extent as is usual for companies carrying on the same or substantially similar business in the relevant jurisdiction and taking into account the availability of
insurance generally.

22.9 [Intentionally deleted]

22.10 Restrictions on making loans and guarantees



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