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                                                                     EXHIBIT 2.3

C L I F F O R D                                    LIMITED LIABILITY PARTNERSHIP

C H A N C E

                                                                  EXECUTION COPY

                        ABB INTERNATIONAL FINANCE LIMITED

                                ABB FINANCE INC.

                                ABB CAPITAL B.V.

                                   as issuers

                 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS

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

                  AMENDED AND RESTATED FISCAL AGENCY AGREEMENT

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

                                   30 MAY 2001

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                                    CONTENTS

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<Caption>
SECTION                                                                                         PAGE
<S>  <C>                                                                                          <C>
1.   Interpretation................................................................................2

2.   Appointment Of The Paying Agents And The Registrars...........................................5

3.   The Instruments...............................................................................5

4.   Issuance Of Instruments.......................................................................7

5.   Replacement Instruments......................................................................11

6.   Payments To The Fiscal Agent Or The Registrar................................................13

7.   Payments To Holders Of Bearer Instruments....................................................14

8.   Payments To Holders Of Registered Instruments................................................16

9.   Miscellaneous Duties Of The Fiscal Agent And The Paying Agents...............................17

10.  Early Redemption.............................................................................21

11.  Miscellaneous Duties Of The Registrars.......................................................22

12.  Commissions, Fees And Expenses...............................................................24

13.  Terms Of Appointment.........................................................................25

14.  Changes In Agents............................................................................26

15.  Substitution.................................................................................29

16.  Further Issuers..............................................................................29

17.  Notices......................................................................................30

18.  Law And Jurisdiction.........................................................................32

19.  Modification.................................................................................32

20.  Counterparts.................................................................................32

21.  Contracts (Rights Of Third Parties) Act 1999.................................................32

THE FIRST SCHEDULE................................................................................34
Form Of Temporary Global Instrument...............................................................34

THE SECOND SCHEDULE...............................................................................46
Form Of Permanent Global Instrument...............................................................46
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<Table>
<S>                                                                                               <C>
THE THIRD SCHEDULE................................................................................52
Form Of Definitive Instrument ("ISMA" Format).....................................................52

THE FOURTH SCHEDULE...............................................................................61
Form Of Registered Instrument.....................................................................61

THE FIFTH SCHEDULE................................................................................64
Provisions For Meetings Of Holders Of Instruments.................................................64

THE SIXTH SCHEDULE................................................................................72
Form Of Deed Of Assumption........................................................................72

THE SEVENTH SCHEDULE..............................................................................77
Regulations Concerning Transfers Of Registered Instruments And....................................77
Exchanges Of Bearer Instruments For Registered Instruments........................................77

THE EIGHTH SCHEDULE...............................................................................79
The Specified Offices Of The Paying Agents And The Registrars.....................................79
</Table>

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THIS AMENDED AND RESTATED FISCAL AGENCY AGREEMENT is made on 30 May 2001 and
replaces the fiscal agency agreement dated 10 March 1993 as supplemented.

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 Further
        Issuer as defined in Clause 16.1 hereof);

(2)     BANQUE GENERALE DU LUXEMBOURG S.A. in its capacities as fiscal agent
        (the "FISCAL AGENT", which expression shall include any successor to
        Banque Generale du Luxembourg S.A. in its capacity as such) and
        principal registrar (the "PRINCIPAL REGISTRAR", which expression shall
        include any successor to Banque Generale du Luxembourg S.A. in its
        capacity as such);

(3)     THE CHASE MANHATTAN BANK in its capacity as alternative registrar (the
        "ALTERNATIVE REGISTRAR", which expression shall include any successor to
        The Chase Manhattan Bank in its capacity as such); and

(4)     BANQUE GENERALE DU LUXEMBOURG (SUISSE) S.A. in its capacity as paying
        agent (the "PAYING AGENTS", which expression shall include the Fiscal
        Agent and any substitute or additional paying agents appointed in
        accordance herewith).

WHEREAS:

(A)     The Issuers 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 in connection with which they entered into a dealership
        agreement (the "DEALERSHIP AGREEMENT") dated 10 March 1993 and amended
        and restated on 30 May 2001 and made between the Issuers, ABN AMRO Bank
        N.V., Credit Suisse First Boston (Europe) Limited, Deutsche Bank AG
        London, Goldman Sachs International, Lehman Brothers International
        (Europe), J.P. Morgan Securities Ltd., Morgan Stanley & Co.
        International Limited, Societe Generale and UBS AG, acting through its
        business group UBS Warburg, (the "DEALERS", which expression shall
        include any substitute or additional dealers appointed in accordance
        with the Dealership Agreement). In respect of bearer Instruments issued
        in temporary global or permanent global form, each of the Issuers have
        executed and delivered a deed of covenant (the "DEEDS OF COVENANT") each
        dated 10 March 1993.

(B)     Instruments may be issued on a listed or unlisted basis. Each of the
        Issuers has made an application to the Luxembourg Stock Exchange (the
        "LUXEMBOURG STOCK EXCHANGE") for Instruments issued by it under the
        Programme to be listed on the Luxembourg Stock Exchange, in connection
        with which application an information memorandum dated 30 May 2001 has
        been prepared to permit Instruments to be so listed during the period of
        twelve months or such other period as may be allowed by the relevant
        Stock Exchange from the date of such information memorandum.

(C)     The parties hereto wish to record certain arrangements which they have
        made in relation to the Instruments to be issued under the Programme.

                                       -1-
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IT IS AGREED as follows:

1.      INTERPRETATION

1.1     In this Agreement, any reference to:

        "AUTHORISED AMOUNT" shall have the meaning ascribed in the Dealership
        Agreement;

        "BANKING DAY" is to a day (other than Saturdays and Sundays) on which
        commercial banks are open for business (including dealings in foreign
        exchange and foreign currency deposits) in the place where the specified
        office of the Fiscal Agent or, as the case may be, the Registrar is
        located;

        a "CLAUSE" is, unless the context indicates otherwise, to a clause in a
        section hereof;

        "CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme;

        a "CONDITION" is to the terms and conditions of the Instruments as
        appearing in the Information Memorandum or, in relation to any Tranche
        or Series of Instruments, such terms and conditions as the same may be
        amended or supplemented or replaced as described in the relevant Pricing
        Supplement or Pricing Supplements and any reference to a numbered
        "Condition" is to the correspondingly numbered provision thereof and
        "TERMS AND CONDITIONS" should be construed accordingly;

        a "COUPON" is to an interest coupon and where the context permits, a
        Talon, in each case appertaining to a Definitive Instrument;

        "EUROCLEAR" is to Euroclear Bank S.A./N.V., as operator of the Euroclear
        System;

        "EVENT OF DEFAULT" is to any of the circumstances or events set out in
        Condition 7 (as the same may be modified by the relevant Pricing
        Supplement in relation to any Tranche of Instruments);

        the "EXCHANGE ACT" is to the United States Securities Exchange Act of
        1934;

        the "EXCHANGE DATE" means the date which is 40 days after the completion
        of the distribution of the Instruments comprising the relevant Tranche,
        as specified in the relevant Pricing Supplement;

        "INFORMATION MEMORANDUM" means the information memorandum the
        preparation of which has been procured by the Issuers in connection with
        the application for Instruments issued by it to be listed on the
        Luxembourg Stock Exchange, together with any information incorporated
        therein by reference, as the same may be amended, supplemented, updated
        and/or substituted from time to time and any further information
        memorandum prepared in connection with the listing of such Instruments
        on any other stock exchange (as such further information memorandum may
        be amended, supplemented, updated and/or substituted from time to time);

        "INSTALMENT INSTRUMENT" means an Instrument the principal amount of
        which is repayable by instalments;

                                       -2-
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        "ISSUE DATE" means, in relation to any Tranche of Instruments, the date
        of issue of such Instruments;

        "LOCAL TIME" in relation to any payment is to the time in the city or
        town in which the relevant bank or the relevant branch or office thereof
        is located and any reference to "LOCAL BANKING DAYS" in relation thereto
        is to days (other than Saturdays and Sundays) on which commercial banks
        are open for business (including dealings in foreign exchange and
        foreign currency deposits) in such city or town;

        "LUXEMBOURG BANKING DAY" is to a day (other than Saturdays and Sundays)
        on which commercial banks are open for business (including dealings in
        foreign exchange and foreign currency deposits) in Luxembourg;

        "OUTSTANDING" means, in relation to the Instruments of any Issuer, all
        the Instruments of such Issuer and any coupons relating thereto other
        than:

        (i)     those which have been redeemed in full or purchased and
                cancelled pursuant to Condition 6;

        (ii)    those in respect of which the date for redemption in full
                (including, but not limited to, the due date for payment of the
                final instalment in respect of an Instalment Instrument) has
                occurred and the redemption moneys therefor (including all
                interest accrued thereon to such date for redemption) have been
                duly paid to the Fiscal Agent or (in the case of Registered
                Instruments) the Registrar in the manner provided for in this
                Fiscal Agency Agreement (and, where appropriate, notice to that
                effect has been given in accordance with Condition 14) and
                remain available for payment in accordance with the Conditions;

        (iii)   any Bearer Instrument which has been exchanged for a Registered
                Instrument;

        (iv)    those which have become void under Condition 10 or Condition
                9A.06;

        (v)     (for the purpose only of ascertaining the amount outstanding and
                without prejudice to their status for any other purpose) those
                Instruments which are alleged to have been lost, stolen or
                destroyed and in respect of which replacement Instruments have
                been issued pursuant to Condition 12;

        (vi)    those Instruments which have been mutilated or defaced and which
                have been surrendered or cancelled and in respect of which
                replacement Instruments have been issued pursuant to Condition
                12;

        (vii)   any Temporary Global Instrument to the extent that it has been
                exchanged for Definitive Instruments or a Permanent Global
                Instrument; and

        (viii)  any Permanent Global Instrument to the extent that it has been
                exchanged for Definitive Instruments.

        Provided that for the purposes of the Fifth Schedule those Instruments
        which are beneficially held by, or are held on behalf of, the relevant
        Issuer or any affiliated

                                       -3-
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        company of such Issuer or ABB Ltd or any subsidiary of ABB Ltd and not
        cancelled shall (unless and until ceasing to be so held) be deemed not
        to remain outstanding;

        "PRINCIPAL AMOUNT OUTSTANDING" means, on any date, the principal amount
        of that Instrument on its date of issue (i) less, in respect of any
        Instrument any amount of principal in respect of that Instrument that
        has become due and payable and either has been paid to the relevant
        holder or in respect of which the Relevant Date (as defined in Condition
        8) shall have occurred, and (ii) less, in respect of any partly paid
        Instrument, any amount that shall not have been paid up in full;

        "REGISTRAR" is to the Principal Registrar or, as the case may be, the
        Alternative Registrar as specified in the relevant Pricing Supplement
        relating to Registered Instruments;

        "REGULATIONS" is to the regulations concerning the transfer of
        Registered Instruments or for the exchange of Bearer Instruments for
        Registered Instruments as may from time to time be promulgated by the
        relevant Issuer. The initial such regulations are set out in the Seventh
        Schedule;

        "RELEVANT DEALER" means, in respect of any Tranche of Instruments, the
        institution specified as such in the relevant Pricing Supplement or, if
        there is only one Dealer in respect of such Tranche of Instruments, such
        Dealer;

        the "SPECIFIED OFFICE" of any Paying Agent or any Registrar is to the
        office specified against its name in the Eighth Schedule or such other
        office in the same city or town as such Paying Agent or, as the case may
        be, such Registrar may specify by notice to the Issuer and the other
        parties hereto in accordance with Clause 14.7;

        a "SCHEDULE" is, unless the context indicates otherwise, to a schedule
        hereto;

        a "SECTION" is, unless the context indicates otherwise, to a section
        hereof;

        the "SECURITIES ACT" is to the United States Securities Act of 1933;

        a "TALON" is to a talon exchangeable for further Coupons; and

        a "TRANCHE" is to an issue of Instruments which are identical in all
        respects (save that they may be denominated in different amounts and may
        comprise Instruments in bearer form and Instruments in registered form),
        which are intended to be issued on the same closing date.

1.2     Terms used, but not defined, herein shall have the meanings ascribed to
        them as set out in the terms and conditions of the relevant Instruments.

1.3     Section and Schedule headings are for ease of reference only and shall
        not affect the construction or interpretation of this Agreement.

1.4     In this Agreement, any reference to payments of principal, redemption
        amount or interest includes any additional amounts payable in relation
        thereto under Condition 8.

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2.      APPOINTMENT OF THE PAYING AGENTS AND THE REGISTRARS

2.1     Each of the Issuers appoint each of the Paying Agents and each of the
        Registrars at their respective specified offices as their agent in
        relation to the Instruments of such Issuer for the purposes specified in
        this Agreement and on the terms and conditions applicable thereto and
        all matters incidental thereto. Except where the context otherwise
        requires references to the Paying Agents and the Registrars are to them
        acting solely through such respective specified offices. The obligations
        of the Paying Agents and the Registrars hereunder are several and not
        joint.

2.2     Each of the Paying Agents and each of the Registrars accepts its
        appointment as agent of each Issuer in relation to the Instruments and
        shall perform all matters expressed to be performed by it in, and
        otherwise comply with, the terms and conditions applicable thereto and
        the provisions of this Agreement and, in connection therewith, shall
        take all such action as may be incidental thereto.

3.      THE INSTRUMENTS

3.1     Instruments may be issued in series (each a "SERIES") and each Series
        may comprise one or more Tranches of Instruments. Each Tranche will be
        the subject of a pricing supplement (each a "PRICING SUPPLEMENT")
        prepared by or on behalf of the relevant Issuer or, as the case may be,
        the relevant Dealer, attached to or incorporated by reference into each
        Instrument of such Tranche and in the case of a Tranche in relation to
        which application has been made for listing on the Luxembourg Stock
        Exchange, lodged with the Luxembourg Stock Exchange.

3.2     Instruments may be issued in bearer form or in registered form, as
        specified in the relevant Pricing Supplement.

3.3     Instruments in bearer form ("BEARER INSTRUMENTS") will initially be
        represented by a temporary global instrument, without interest coupons
        (a "TEMPORARY GLOBAL INSTRUMENT"), in bearer form which shall be
        exchangeable in accordance with its terms on and from the Exchange Date
        applicable to the Instruments represented by such Temporary Global
        Instrument and upon due certification as described therein, for a
        permanent global instrument (a "PERMANENT GLOBAL INSTRUMENT")
        representing such Bearer Instruments or, if so specified in the relevant
        Pricing Supplement, for definitive instruments ("DEFINITIVE
        INSTRUMENTS"). In the case of a Series comprising both Bearer
        Instruments and Instruments in registered form ("REGISTERED
        INSTRUMENTS") the Temporary Global Instrument may be exchanged for
        Registered Instruments in accordance with its terms and, in the case of
        a Series comprising both Bearer Instruments and Registered Instruments
        issued by AFI, only on and from the Exchange Date applicable to the
        Instruments represented by such Temporary Global Instrument and upon due
        certification as described therein. Each Permanent Global Instrument
        will only be exchangeable in accordance with its terms for Definitive
        Instruments and/or (in the case of a Series comprising both Bearer
        Instruments and Registered Instruments) Registered Instruments.

3.4     Each Temporary Global Instrument shall:

                                       -5-
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        (a)     be printed, lithographed or typewritten in substantially the
                form (duly completed) set out in the First Schedule but with
                such modifications, amendments and additions as the Fiscal
                Agent, the relevant Dealer and the relevant Issuer shall have
                agreed to be necessary;

        (b)     have attached thereto or incorporated by reference therein the
                terms and conditions applicable thereto;

        (c)     be executed manually by two directors (or, as the case may be)
                managing directors of, or by a duly authorised attorney on
                behalf of, the relevant Issuer and shall be authenticated
                manually by or on behalf of the Fiscal Agent; and

        (d)     bear a unique serial number.

3.5     Each Permanent Global Instrument shall:

        (a)     be printed, lithographed or typewritten in substantially the
                form (duly completed) set out in the Second Schedule but with
                such modifications, amendments and additions as the Fiscal
                Agent, the relevant Dealer and the relevant Issuer shall have
                agreed to be necessary;

        (b)     have attached thereto or incorporated by reference therein the
                terms and conditions applicable thereto;

        (c)     be executed manually by two directors (or, as the case may be)
                managing directors of, or by a duly authorised attorney on
                behalf of, the relevant Issuer and shall be authenticated
                manually by or on behalf of the Fiscal Agent; and

        (d)     bear a unique serial number.

3.6     Each Definitive Instrument shall:

        (a)     be in substantially the form (duly completed) set out in the
                Third Schedule but with such modifications, amendments and
                additions as the Fiscal Agent, the relevant Dealer and the
                relevant Issuer shall have agreed to be necessary;

        (b)     unless the contrary is specified in the relevant Pricing
                Supplement, be in the format from time to time specified by the
                International Securities Markets Association or any successor
                body thereto;

        (c)     have a unique serial number printed thereon;

        (d)     if so specified in the relevant Pricing Supplement, have
                attached thereto at the time of its initial delivery Coupons;

        (e)     if so specified in the relevant Pricing Supplement, have
                attached thereto at the time of its initial delivery a Talon;

        (f)     have endorsed thereon, attached thereto or incorporated by
                reference therein the terms and conditions applicable thereto;

                                       -6-
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        (g)     be executed manually or in facsimile by two directors (or, as
                the case may be) managing directors of the relevant Issuer and
                authenticated manually by or on behalf of the Fiscal Agent;

        (h)     be printed in accordance with the requirements of any clearing
                system by which such Instruments are intended to be accepted;
                and

        (i)     be printed in accordance with the requirements of any stock
                exchange on which such Instruments may be listed.

3.7     Each Registered Instrument shall:

        (a)     be printed, lithographed or typewritten in substantially the
                form (duly completed) set out in the Fourth Schedule but with
                such modifications, amendments and additions as the Registrar,
                the relevant Dealer and the relevant Issuer shall have agreed to
                be necessary;

        (b)     have endorsed thereon, attached thereto or incorporated by
                reference therein the terms and conditions applicable thereto;
                and

        (c)     be executed manually by two directors (or, as the case may be)
                managing directors of, or by a duly authorised attorney on
                behalf of the relevant Issuer or shall be executed in facsimile
                by two directors (or, as the case may be) managing directors of
                the relevant Issuer and, in any case, shall be authenticated
                manually by or on behalf of the Registrar.

3.8     Any Issuer may adopt and use the signature of any person who at the date
        of signing a Temporary Global Instrument, Permanent Global Instrument or
        Registered Instrument is an authorised signatory for such purpose of the
        relevant Issuer notwithstanding that such person may for any reason
        (including death) have ceased to be such an authorised signatory at the
        time of the creation and issue of the relevant Tranche or the issue and
        delivery of the relevant Instruments.

3.9     Any facsimile signature affixed to an Instrument may be that of a person
        who is at the time of the creation and issue of the relevant Tranche an
        authorised signatory for such purpose of the relevant Issuer
        notwithstanding that such person may for any reason (including death)
        have ceased to be such an authorised signatory at the time at which the
        relevant Instrument may be delivered.

3.10    Execution in facsimile of any Instruments and any photostatic copying or
        other duplication of master Global Instruments (in unauthenticated form,
        but executed manually on behalf of the relevant Issuer as stated above)
        shall be binding upon the relevant Issuer in the same manner as if such
        Notes were signed manually by such signatories.

4.      ISSUANCE OF INSTRUMENTS

4.1     Upon the conclusion of any agreement between the relevant Issuer and any
        Dealer(s) for the sale by such Issuer and the purchase by such Dealer(s)
        of any Instruments the Issuer

                                       -7-
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        shall, as soon as practicable but in any event not later than 3.00 p.m.
        (Luxembourg time) four Luxembourg Banking Days, prior to the proposed
        issue date therefor:

        (a)     confirm by tested telex or tested fax, to the Fiscal Agent or,
                if such Instruments are to be Registered Instruments, the
                Registrar (copied to the Fiscal Agent) all such information as
                the Fiscal Agent or, as the case may be, the Registrar may
                reasonably require to carry out its functions under this
                Agreement and in particular, if a Temporary Global Instrument or
                Registered Instruments from the stock provided for in Clause 4.2
                is/are to be used, such details as are necessary to enable it to
                complete such Temporary Global Instrument or Registered
                Instruments, the settlement and payment procedures applicable to
                the relevant Tranche of Instruments and the account of the
                relevant Issuer to which payment should be made;

        (b)     deliver a duly executed copy of the Pricing Supplement in
                relation to the relevant Tranche to the Fiscal Agent or, as the
                case may be, the Registrar (copied to the Fiscal Agent); and

        (c)     unless a Temporary Global Instrument or a Registered Instrument
                from the stock provided for in Clause 4.2 is to be used and the
                relevant Issuer shall have provided such document to the Fiscal
                Agent or, as the case may be, the Registrar pursuant to Clause
                4.2, ensure that there is delivered to the Fiscal Agent a
                Temporary Global Instrument (in unauthenticated form but
                executed on behalf of the relevant Issuer and otherwise
                complete) or, as the case may be, to the Registrar Registered
                Instruments (in unauthenticated form and with the names of the
                registered holders left blank but executed on behalf of the
                Issuer and otherwise complete) in relation to the relevant
                Tranche.

4.2     Each Issuer may, at its option, deliver from time to time to the Fiscal
        Agent a stock of PRO FORMA Temporary Global Instruments and Permanent
        Global Instruments (in unauthenticated form but executed on behalf of
        the relevant Issuer) and/or, to the Registrar, a stock of PRO FORMA
        Registered Instruments (in unauthenticated form but executed on behalf
        of the relevant Issuer). Any such stock of Instruments shall be held in
        safe custody by the Fiscal Agent or, as the case may be, the Registrar
        upon trust for the relevant Issuer for use only in accordance with the
        written instructions of such Issuer. The Fiscal Agent or, as the case
        may be, the Registrar shall return the stock of Instruments to the
        relevant Issuer forthwith upon written request by such Issuer.

4.3     The Fiscal Agent or, as the case may be, the Registrar shall, on behalf
        of the relevant Issuer, where the relevant Instruments are to be listed
        on the Luxembourg Stock Exchange, deliver a copy of the Pricing
        Supplement in relation to the relevant Tranche to the Luxembourg Stock
        Exchange as soon as practicable but in any event not later than 2.00
        p.m. (local time) two Luxembourg Banking Days prior to the proposed
        issue date therefor.

4.4     The provisions of this Clause 4.4 shall apply to each Tranche of
        Instruments unless otherwise agreed between the relevant Issuer, the
        Relevant Dealer and the Fiscal Agent or (in the case of Registered
        Instruments) the Registrar. On or before 10.00 a.m. (local time) two
        Banking Days prior to the issue date in relation to each Tranche, the
        Fiscal

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        Agent or, as the case may be, the Registrar shall authenticate and
        deliver to the relevant depositary for Euroclear and/or Clearstream,
        Luxembourg and/or any other relevant clearing system the relevant
        Temporary Global Instrument or, as the case may be, Registered
        Instruments together with instructions to Euroclear or Clearstream,
        Luxembourg or such other clearing system to credit the Instruments
        represented by such Temporary Global Instrument or the Registered
        Instruments to such securities account(s) on a delivery against payment
        basis (or on such other basis as shall have been agreed between the
        relevant Issuer and the Relevant Dealer and notified to the Fiscal
        Agent) as shall have been notified to the Fiscal Agent by the relevant
        Issuer.

        The Fiscal Agent shall give instructions to Euroclear and/or
        Clearstream, Luxembourg and/or any other relevant clearing system to
        credit Instruments represented by a Temporary Global Instrument or, as
        the case may be, Registered Instruments registered in the name of the
        relevant depositary, to the Fiscal Agent's distribution account. Unless
        otherwise agreed in respect of any Tranche of Instruments by the
        relevant Issuer and the Relevant Dealer and notified to the Fiscal Agent
        each Instrument which is so credited to the Fiscal Agent's distribution
        account with Euroclear or Clearstream, Luxembourg or such other clearing
        system following the delivery of a Temporary Global Instrument or
        Registered Instrument to the relevant depositary shall be held to the
        order of the relevant Issuer pending delivery to the relevant Dealer(s)
        on a delivery against payment basis in accordance with the normal
        procedures of Euroclear or Clearstream, Luxembourg or such other
        clearing system, as the case may be. The Fiscal Agent shall on the issue
        date in respect of the relevant Tranche and against receipt of funds
        from the relevant Dealer(s) transfer (with same value date) the proceeds
        of issue to the relevant Issuer to the account notified in accordance
        with Clause 4.1 above.

4.5     If the Fiscal Agent or, as the case may be, the Registrar should pay an
        amount (an "ADVANCE") to an Issuer in the belief that a payment has been
        or will be received from a Dealer and if such payment is not received by
        the Fiscal Agent or, as the case may be, the Registrar on the date that
        the Fiscal Agent or, as the case may be, the Registrar pays the relevant
        Issuer, such Issuer shall forthwith repay the advance (unless prior to
        such repayment the payment is received from the Dealer) and shall pay
        interest on such amount which shall accrue (as well after as before
        judgment) on the basis of a year of 360 days (365 days (or 366 days, in
        the case of a leap year) in the case of an advance paid in sterling) and
        the actual number of days elapsed from the date of payment of such
        advance until the earlier of (i) repayment of the advance or (ii)
        receipt by the Fiscal Agent or, as the case may be, the Registrar of the
        payment from the Dealer, and at the rate per annum which is the
        aggregate of one per cent. per annum and the rate per annum specified by
        the Fiscal Agent or, as the case may be, the Registrar as reflecting its
        cost of funds for the time being in relation to the unpaid amount.

4.6     Unless a Permanent Global Instrument from the stock provided for in
        Clause 4.2 is to be used and the relevant Issuer has provided such
        document to the Fiscal Agent pursuant to Clause 4.2, the relevant Issuer
        shall, in relation to each Tranche of Bearer Instruments, ensure that
        there is delivered to the Fiscal Agent not less than four Luxembourg
        Banking Days before the Exchange Date for the relevant Temporary Global
        Instrument, the Permanent Global Instrument (in unauthenticated form but
        executed by such Issuer and otherwise complete) in relation thereto or,
        as the case may be, the Definitive Instruments

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        (in unauthenticated form but executed by such Issuer and otherwise
        complete) in relation thereto. If, in the case of a Series comprising
        both Bearer Instruments and Registered Instruments, the Temporary Global
        Instrument is exchangeable for Definitive Instruments and/or Registered
        Instruments, (unless a Registered Instrument from the stock provided for
        in Clause 4.2 is to be used and the relevant Issuer shall have provided
        such document to the Registrar pursuant to Clause 4.2) the Issuer shall
        ensure that there is delivered to the Registrar, sufficient Registered
        Instruments to enable the Registrar to effect exchanges of interests in
        the Temporary Global Instrument for Registered Instruments in accordance
        with the terms of the Temporary Global Instrument. The Fiscal Agent or,
        as the case may be, the Registrar, shall authenticate and deliver such
        Permanent Global Instrument or, as the case may be, Definitive
        Instruments and/or Registered Instruments in accordance with the terms
        hereof and of the relevant Temporary Global Instrument.

4.7     The relevant Issuer shall, in relation to each Tranche of Bearer
        Instruments which is represented by a Permanent Global Instrument in
        relation to which an exchange notice has been given in accordance with
        the terms of such Permanent Global Instrument, ensure that there is
        delivered to the Fiscal Agent not less than ten Luxembourg Banking Days
        before the day on which the relevant notice period expires the
        Definitive Instruments (in unauthenticated form but executed by such
        Issuer and otherwise complete) in relation thereto. If, in the case of a
        Series comprising both Bearer Instruments and Registered Instruments,
        the Permanent Global Instrument is exchangeable for Definitive
        Instruments and/or Registered Instruments, (unless a Registered
        Instrument from the stock provided for in Clause 4.2 is to be used and
        the relevant Issuer shall have provided such document to the Registrar
        pursuant to Clause 4.2) the Issuer shall ensure that there is delivered
        to the Registrar, sufficient Registered Instruments to enable the
        Registrar to effect exchanges of interests in the Permanent Global
        Instrument for Registered Instruments in accordance with the terms of
        the Permanent Global Instrument. The Fiscal Agent or, as the case may
        be, the Registrar, shall authenticate and deliver such Definitive
        Instruments and/or Registered Instruments in accordance with the terms
        hereof and of the relevant Permanent Global Instrument.

4.8     Where any Definitive Instruments with Coupons attached are to be
        delivered in exchange (not earlier than the Exchange Date) for a
        Temporary Global Instrument or a Permanent Global Instrument, the Fiscal
        Agent shall ensure that such Definitive Instruments shall have attached
        thereto only such Coupons as shall ensure that neither loss nor gain of
        interest shall accrue to the bearer thereof.

4.9     The Fiscal Agent or, as the case may be, the Registrar shall hold in
        safe custody and in trust for the account of, and to the order of, the
        relevant Issuer all unauthenticated Temporary Global Instruments,
        Permanent Global Instruments, Definitive Instruments or, as the case may
        be, Registered Instruments delivered to it in accordance with this
        Section 4, Section 5 or Section 11 and shall ensure that the same are
        authenticated and delivered only in accordance with the terms hereof
        and, if applicable, the relevant Temporary Global Instrument or
        Permanent Global Instrument.

4.10    The Fiscal Agent and the Registrar are authorised by the relevant Issuer
        to authenticate such Temporary Global Instruments, Permanent Global
        Instruments, Definitive

                                      -10-
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        Instruments or, as the case may be, Registered Instruments as may be
        required to be authenticated hereunder by the signature of any of their
        respective officers or any other person duly authorised for the purpose
        by the Fiscal Agent or, as the case may be, the Registrar.

4.11    On each occasion on which a portion of a Temporary Global Instrument or
        a Permanent Global Instrument is exchanged for a portion of a Permanent
        Global Instrument or, as the case may be, for Definitive Instruments
        and/or Registered Instruments, the Fiscal Agent shall note or procure
        that there is noted on the Schedule to, or in the absence of a Schedule,
        on the face of, the Temporary Global Instrument or, as the case may be,
        Permanent Global Instrument the aggregate principal amount thereof so
        exchanged and the remaining principal amount of the Temporary Global
        Instrument or, as the case may be, Permanent Global Instrument (which
        shall be the previous principal amount thereof less (or, in the case of
        a Permanent Global Instrument in respect of an exchange of a portion of
        a Temporary Global Instrument for a Permanent Global Instrument, plus)
        the aggregate principal amount so exchanged) and shall procure the
        signature of such notation on its behalf. The Fiscal Agent shall
        forthwith cancel or procure the cancellation of each Temporary Global
        Instrument or, as the case may be, Permanent Global Instrument against
        surrender of which it has made full exchange for a Permanent Global
        Instrument or Definitive Instruments and/or Registered Instruments.

4.12    The relevant Issuer shall, in relation to each series of Definitive
        Instruments to which a Talon is attached upon the initial delivery
        thereof, on each occasion on which a Talon becomes exchangeable for
        further Coupons, not less than five Luxembourg Banking Days before the
        date on which the final Coupon comprised in any Coupon sheet (which
        includes a Talon) matures ("TALON EXCHANGE DATE"), ensure that there is
        delivered to the Fiscal Agent such number of Coupon sheets as may be
        required in order to enable the Paying Agents to fulfil their obligation
        under Clause 4.13 hereof.

4.13    The Paying Agent shall on or after the Talon Exchange Date in respect of
        such Talon deliver a Coupon sheet against the presentation and surrender
        of such Talon provided that if any Talon is presented and surrendered
        for exchange to any Paying Agent and the Replacement Agent (as defined
        in Clause 5.1) has delivered a replacement therefor the Paying Agent
        shall forthwith notify the Fiscal Agent which shall immediately inform
        the relevant Issuer of such presentation and surrender and the Paying
        Agent shall not exchange against the same unless and until it is so
        instructed in writing by the Fiscal Agent. The Paying Agent which makes
        an exchange as set out in this Clause 4.13 shall cancel each Talon
        surrendered to it and in respect of which a Coupon sheet shall have been
        delivered and shall (if such Paying Agent is not the Fiscal Agent)
        forthwith deliver the cancelled Talon to the Fiscal Agent.

4.14    Each of the Issuers undertakes to notify the Fiscal Agent of any changes
        in the identity of the Dealers and the Fiscal Agent agrees to notify the
        other Paying Agents and Registrars thereof as soon as reasonably
        practicable thereafter.

5.      REPLACEMENT INSTRUMENTS

5.1     The Fiscal Agent or, as the case may be, the Registrar (in such capacity
        "REPLACEMENT AGENT") shall in accordance with the instructions of the
        relevant Issuer and the terms and

                                      -11-
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        conditions (subject to the provisions of Clause 5.2 below) authenticate
        and deliver a Temporary Global Instrument, Permanent Global Instrument,
        Definitive Instrument, Coupon or, as the case may be, Registered
        Instrument as a replacement for any of the same which has been mutilated
        or defaced or which has or has been alleged to have been destroyed,
        stolen or lost Provided that no Temporary Global Instrument, Permanent
        Global Instrument, Definitive Instrument, Coupon or Registered
        Instrument shall be delivered as a replacement for any of the same which
        has been mutilated or defaced otherwise than against surrender of the
        same and any replacement Definitive Instrument shall have the same
        number of Coupons and, if applicable, a Talon as are attached to the
        mutilated or defaced Definitive Instrument so replaced.

5.2     The Replacement Agent shall not issue any replacement Temporary Global
        Instrument, Permanent Global Instrument, Definitive Instrument, Coupon
        or, as the case may be, Registered Instrument unless the claimant shall
        have:

        (i)     paid such costs as may be incurred; and

        (ii)    furnished (in the case of destroyed, lost or stolen Instruments)
                such evidence, security, indemnity and otherwise as the relevant
                Issuer may require.

5.3     Each replacement Temporary Global Instrument, Permanent Global
        Instrument, Definitive Instrument, Coupon or Registered Instrument
        delivered hereunder shall bear a unique serial number.

5.4     The Replacement Agent shall cancel each mutilated or defaced Temporary
        Global Instrument, Permanent Global Instrument, Definitive Instrument,
        Coupon or Registered Instrument surrendered to it and in respect of
        which a replacement has been delivered.

5.5     The Replacement Agent shall forthwith notify the relevant Issuer, and
        (in the case of Bearer Instruments) the other Paying Agents of the
        delivery by it in accordance herewith of any replacement Temporary
        Global Instrument, Permanent Global Instrument, Definitive Instrument,
        Coupon or Registered Instrument, specifying the serial number thereof
        and the serial number (if any and if known) of the Instrument which it
        replaces and confirming (if such be the case) that the Instrument which
        it replaces has been cancelled.

5.6     Each of the Issuers shall ensure that the Replacement Agent has
        available to it supplies of such Temporary Global Instruments, Permanent
        Global Instruments, Definitive Instruments, Coupons and Registered
        Instruments, as the case may be, as shall be necessary to effect the
        delivery of replacement Instruments under this Section 5.

5.7     Each of the Fiscal Agent, the Registrar and the Replacement Agent
        undertake to notify the relevant Issuer if its holds insufficient
        Instruments or Coupons to fulfil its respective obligations under
        Section 4 and this Section 5.

5.8     Unless the relevant Issuer instructs otherwise, the Replacement Agent
        shall destroy each mutilated or defaced Temporary Global Instrument,
        Permanent Global Instrument, Definitive Instrument, Coupon or Registered
        Instrument surrendered to and cancelled by it and in respect of which a
        replacement has been delivered and shall as soon as possible but not
        later than three months after such destruction furnish such Issuer with
        a

                                      -12-
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        certificate as to such destruction and specifying the serial numbers of
        the Temporary Global Instrument, Permanent Global Instrument, Definitive
        Instruments and Registered Instruments in numerical sequence and the
        total number by maturity date of Coupons (and distinguishing any Talon
        in respect thereof) so destroyed.

6.      PAYMENTS TO THE FISCAL AGENT OR THE REGISTRAR

6.1     In order to provide for the payment of interest and principal or, as the
        case may be, any other redemption amount payable in respect of the
        Instruments of each Series as the same shall become due and payable the
        relevant Issuer shall pay to the Fiscal Agent or, as the case may be,
        the Registrar on or before the date on which such payment becomes due an
        amount equal to the amount of principal, redemption amount or, as the
        case may be, interest then becoming due in respect of such Instruments.

6.2     Each amount payable by the relevant Issuer under Clause 6.1 shall be
        paid unconditionally by credit transfer in the currency in which the
        Instruments of the relevant Series are denominated or, if different,
        payable and in immediately available, freely transferable funds not
        later than 10.00 a.m. (local time) on the relevant day to such account
        with such bank as the Fiscal Agent or, as the case may be, the Registrar
        may by notice to such Issuer have specified for the purpose. If the due
        date for payment in respect of any Instruments is not, in respect of
        such Instruments, a Relevant Financial Centre Day (as defined in
        Condition 9B.02 of the terms and conditions of the relevant Instruments)
        then payment will be made on the next following Relevant Financial
        Centre Day (or, in the case of Instruments denominated or, if different,
        payable in Euro on the next following day which is a TARGET Business Day
        (as defined in Condition 5B.04 of the terms and conditions of the
        Instruments). The Fiscal Agent or, as the case may be, the Registrar
        shall give not less than 14 nor more than 21 days' notice to the
        relevant Issuer of the due date for, and amount of, each payment in
        respect of the Instruments. The relevant Issuer shall, before 10.00 a.m.
        (local time) at least two Luxembourg Banking Days before the due date of
        each payment by it under Clause 6.1, confirm to the Fiscal Agent or, as
        the case may be, the Registrar by tested telex or tested fax that it has
        given irrevocable instructions for the transfer of the relevant funds to
        the Fiscal Agent or, as the case may be, the Registrar and the name and
        the account of the bank through which such payment is being made.

6.3     The Fiscal Agent and each Registrar shall be entitled to deal with each
        amount paid to it hereunder in the same manner as other amounts paid to
        it as a banker by its customers Provided that:

        (a)     it shall not against the relevant Issuer exercise any lien,
                right of set-off or similar claim in respect thereof; and

        (b)     it shall not be liable to any person for interest thereon.

6.4     All moneys paid to the Fiscal Agent by the relevant Issuer in respect of
        any Instrument shall be held by the Fiscal Agent from the moment when
        such moneys are received until the time of actual payment thereof, upon
        trust to apply the same in accordance with Section 7, and the Fiscal
        Agent shall not be obliged to repay any such amount unless or until
        claims against such Issuer in respect of the relevant Instruments are
        prescribed or

                                      -13-
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        the relevant payment becomes void or ceases in accordance with the terms
        and conditions, in which event it shall forthwith repay to the relevant
        Issuer such portion of such amount as relates to such payment by paying
        the same by credit transfer to such account with such bank as the
        relevant Issuer may by notice to the Fiscal Agent have specified for the
        purpose.

6.5     (a)     The Fiscal Agent or, as the case may be, the Registrar shall
                forthwith notify the Paying Agents and the relevant Issuer by
                telex or fax or cable if, by 10.00 a.m. (local time) on the due
                date for any payment to it under Clause 6.1, it has not received
                confirmation that such Issuer has given irrevocable instructions
                for payment to be made as referred to in Clause 6.2.

        (b)     The Fiscal Agent or, as the case may be, the Registrar shall
                forthwith (and in any event within one Relevant Financial Centre
                Day in respect of the relevant Instruments) notify the relevant
                Issuer if it has not received from such Issuer in the manner
                provided herein full payment on the due date of any amount with
                respect to the Instruments.

        (c)     If the Fiscal Agent or, as the case may be, the Registrar has
                not received the full amount payable by the due date but
                receives such amount later it shall:

                (i)   forthwith so notify the other Paying Agents; and

                (ii)  forthwith give notice to the holders of the Instruments in
                      accordance with Condition 14 that it has received such
                      full amount.

6.6     All moneys paid to the Registrar by the relevant Issuer in respect of
        any Instrument shall be held by the Registrar from the moment when such
        moneys are received until the time of actual payment thereof, upon trust
        to apply the same in accordance with Section 8, and the Registrar shall
        not be obliged to repay any such amount unless or until the claims
        against such Issuer in respect of the relevant Registered Instruments
        are prescribed or the relevant payment becomes void or ceases in
        accordance with the terms and conditions, in which event it shall
        forthwith repay to the relevant Issuer such portion of such amount as
        relates to such claims in respect of the relevant Registered Instruments
        by paying the same by credit transfer to such account with such bank as
        the relevant Issuer may by notice to the Registrar have specified for
        the purpose.

7.      PAYMENTS TO HOLDERS OF BEARER INSTRUMENTS

7.1     Each Paying Agent shall make payments of interest, principal or, as the
        case may be, redemption amount in respect of Bearer Instruments in
        accordance with the terms and conditions applicable thereto (and, in the
        case of a Temporary Global Instrument or a Permanent Global Instrument,
        the terms thereof) Provided that:

        (a)     if any Temporary Global Instrument, Permanent Global Instrument,
                Definitive Instrument or Coupon is presented or surrendered for
                payment to any Paying Agent and such Paying Agent has delivered
                a replacement therefor or has been notified that the same has
                been replaced, such Paying Agent shall forthwith notify the
                Fiscal Agent (which shall immediately notify the relevant
                Issuer) of such presentation or surrender and shall not make
                payment against the same

                                      -14-
<Page>

                until it is so instructed in writing by such Issuer and has
                received the amount to be so paid;

        (b)     if any Temporary Global Instrument or Permanent Global
                Instrument is presented or surrendered for payment to any Paying
                Agent other than the Fiscal Agent, such Paying Agent shall
                (without prejudice to Clause 7.3) forthwith notify the Fiscal
                Agent of that fact;

        (c)     unless and until the full amount of any payment has been
                transferred to the Fiscal Agent, none of the Paying Agents shall
                be bound to make payments on behalf of the relevant Issuer in
                respect of the Instruments;

        (d)     in the absence of contrary notification from the Fiscal Agent on
                the due date for any payment in respect of the Instruments of
                any Series, the Paying Agents shall assume that the Fiscal Agent
                has received the full amount so due in respect of such
                Instruments and shall be entitled:

                (i)   to pay maturing Instruments and Coupons in accordance with
                      the terms and conditions; and

                (ii)  to claim any amounts so paid by it from the Fiscal Agent;

        (e)     each Paying Agent shall (in the case of the Temporary Global
                Instrument or Permanent Global Instrument, in accordance with
                the directions of the Fiscal Agent) cancel or procure the
                cancellation of each Temporary Global Instrument, Permanent
                Global Instrument, Definitive Instrument (in the case of early
                redemption, together with such unmatured Coupons or unexchanged
                Talons as are attached to or are surrendered with it at the time
                of such redemption), or, as the case may be, Coupon against
                surrender of which it has made full payment and shall (if such
                Paying Agent is not the Fiscal Agent) forthwith deliver or
                procure the delivery of each Temporary Global Instrument,
                Permanent Global Instrument, Definitive Instrument (together
                with as aforesaid) or Coupon so cancelled by it to the Fiscal
                Agent together with all relevant details; and

        (f)     in the case of payment of interest, principal or, as the case
                may be, redemption amount against presentation of a Temporary
                Global Instrument or a Permanent Global Instrument or in the
                case of payment of an instalment in respect of an Instalment
                Instrument against presentation of a Definitive Instrument, the
                relevant Paying Agent shall (in the case of the Temporary Global
                Instrument or Permanent Global Instrument, in accordance with
                the directions of the Fiscal Agent) note or procure that there
                is noted on the Schedule thereto, or in the absence of a
                Schedule, on the face thereof, the amount of such payment and,
                in the case of payment of principal or redemption amount, the
                remaining principal amount of the relevant Instrument (which
                shall be the previous principal amount less the amount of
                principal or, as the case may be, the principal amount in
                respect of which redemption amount has then been paid) and shall
                procure the signature of such notation on its behalf.

                                      -15-
<Page>

7.2     None of the Paying Agents shall exercise any lien, right of set-off or
        similar claim against any person to whom it makes any payment under
        Clause 7.1 in respect thereof, nor shall any commission or expense be
        charged by it to any such person in respect thereof.

7.3     If a Paying Agent other than the Fiscal Agent makes any payment in
        accordance with Clause 7.1:

        (a)     it shall notify the Fiscal Agent of the amount so paid by it,
                the serial number of the Temporary Global Instrument, Permanent
                Global Instrument, Definitive Instrument or Coupon against
                presentation or surrender of which payment of interest,
                principal or redemption amount was made and the number of
                Coupons by maturity against which payment of interest was made;
                and

        (b)     the Fiscal Agent shall on demand promptly reimburse such Paying
                Agent for the amount so properly paid by it by payment out of
                the funds received by it under Clause 6.1 of an amount equal to
                the amount so paid by it by paying the same by credit transfer
                to such account with such bank as such Paying Agent may by
                notice to the Fiscal Agent have specified for the purpose.

7.4     If the Fiscal Agent makes any payment in accordance with Clause 7.1 out
        of its own funds, it shall be entitled to appropriate for its own
        account out of the funds received by it under Clause 6.1 an amount equal
        to the amount so paid by it.

7.5     If at any time and for any reason a Paying Agent makes a partial payment
        in respect of any Temporary Global Instrument, Permanent Global
        Instrument, Definitive Instrument or Coupon surrendered for payment to
        it, such Paying Agent shall endorse thereon a statement indicating the
        amount and date of such payment.

8.      PAYMENTS TO HOLDERS OF REGISTERED INSTRUMENTS

8.1     The Registrar shall make payments of interest, principal or, as the case
        may be, redemption amount in respect of Registered Instruments in
        accordance with the terms and conditions applicable thereto Provided
        that unless and until the full amount of any payment has been
        transferred to the Registrar, the Registrar shall not be bound to make
        payments on behalf of the Instruments.

8.2     The Registrar shall not exercise any lien, right of set-off or similar
        claim against any person to whom it makes any payment under Clause 8.1
        in respect thereof, nor shall any commission or expense be charged by it
        to any such person in respect thereof.

8.3     If a Registrar makes any payment in accordance with Clause 8.1 out of
        its own funds, it shall be entitled to appropriate for its own account
        out of the funds received by it under Clause 6.1 an amount equal to the
        amount so paid by it.

8.4     If at any time and for any reason a Registrar makes a partial payment in
        respect of any Registered Instrument surrendered for payment to it, such
        Registrar shall endorse thereon a statement indicating the amount and
        date of such payment.

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9.      MISCELLANEOUS DUTIES OF THE FISCAL AGENT AND THE PAYING AGENTS

CANCELLATION, DESTRUCTION AND RECORDS

9.1     The Fiscal Agent shall:

        (a)     maintain a complete record of all Temporary Global Instruments,
                Permanent Global Instruments, Definitive Instruments and Coupons
                delivered hereunder and of their redemption, payment, exchange,
                cancellation, mutilation, defacement, alleged destruction, theft
                or loss or replacement Provided that no record need be
                maintained of the serial numbers of Coupons save insofar as that
                a record shall be maintained of the serial numbers of unmatured
                Coupons missing at the time of redemption or other cancellation
                of the relevant Definitive Instruments and of any subsequent
                payments against such Coupons and shall send forthwith to the
                other Paying Agents a list of any unmatured Coupons and/or
                unexchanged Talons missing upon redemption of the relevant
                Definitive Instrument;

        (b)     maintain a record of all certifications received by it in
                accordance with the provisions of any Temporary Global
                Instrument;

        (c)     upon request by an Issuer, inform such Issuer of the spot rate
                of exchange quoted by it for the purchase of the currency in
                which the relevant Instruments are denominated against payment
                of United States dollars (or such other currency specified by
                such Issuer) on the date on which the Relevant Agreement (as
                defined in the Dealership Agreement) in respect of such
                Instruments was made;

        (d)     in relation to each series of Instruments the terms and
                conditions applicable to which provide that the rate of interest
                or redemption amount or any calculation applicable thereto shall
                be determined by the Fiscal Agent, determine such rate of
                interest or redemption amount or make such calculation from time
                to time on the basis therein and take all such actions as may to
                it seem reasonably incidental thereto including, without
                limitation, the notification of all rates and amounts so
                determined and the maintenance of all appropriate records; and

        (e)     make such records available for inspection at all reasonable
                times by the relevant Issuer and the other Paying Agents.

9.2     The Paying Agents shall make available to the Fiscal Agent such
        information as may reasonably be required for the maintenance of the
        records referred to in Clause 9.1.

9.3     In relation to any Instruments purchased by any Issuer or any of its
        affiliated companies, the relevant Issuer may deliver to the Fiscal
        Agent Definitive Instruments and unmatured Coupons appertaining thereto
        for cancellation or, as the case may be, may procure the delivery to the
        Fiscal Agent of a Temporary Global Instrument or a Permanent Global
        Instrument with instructions to cancel a specified aggregate principal
        amount of Instruments represented thereby (which instructions shall be
        accompanied by evidence satisfactory to the Fiscal Agent that the
        relevant Issuer is entitled to give such instructions) whereupon the
        Fiscal Agent shall cancel such Definitive Instruments and

                                      -17-
<Page>

        Coupons or, as the case may be, note or procure that there is noted on
        the Schedule to, or in the absence of a Schedule, on the face of, such
        Temporary Global Instrument or Permanent Global Instrument the aggregate
        principal amount of Instruments so to be cancelled and the remaining
        principal amount thereof (which shall be the previous principal amount
        thereof less the aggregate principal amount of the Instruments so
        cancelled) and shall procure the signature of such notation on its
        behalf.

9.4     As soon as possible (and in any event within three months) after each
        interest or other payment date in relation to any Series of Bearer
        Instruments, after each date on which Instruments are cancelled in
        accordance with Clause 9.3, and after each date on which the Instruments
        fall due for redemption, the Fiscal Agent shall notify the relevant
        Issuer and the other Paying Agents (on the basis of the information
        available to it) of:

        (i)     the aggregate principal amount paid on, and the serial numbers
                of all Instruments redeemed, surrendered and cancelled and the
                serial numbers of any Definitive Instruments which have not yet
                been surrendered for payment;

        (ii)    for each date for the payment of interest, the total number of
                Coupons paid and the aggregate amount paid thereon;

        (iii)   the aggregate principal amount and serial numbers of Instruments
                purchased and cancelled; and

        (iv)    the total number by maturity date of unmatured Coupons missing
                from Instruments redeemed or purchased and surrendered and the
                serial numbers of the Instruments to which such missing
                unmatured Coupons appertained.

9.5     The Fiscal Agent shall (unless the relevant Issuer otherwise requests)
        destroy each Temporary Global Instrument, Permanent Global Instrument,
        Definitive Instrument and Coupon delivered to or cancelled by it in
        accordance with Clauses 4.11, 4.13, paragraph (d) of Clause 7.1, Clause
        9.14, Clause 11.13 or (where there is no principal amount remaining of
        such Temporary Global Instrument or Permanent Global Instrument)
        delivered to and cancelled by it in accordance with Clause 9.3, in which
        case it shall as soon as possible (and in any event within 3 months of
        such destruction) furnish the relevant Issuer with a certificate as to
        such destruction and specifying the serial numbers of the Temporary
        Global Instrument, Permanent Global Instrument, Definitive Instruments
        in numerical sequence and the total number by maturity date of Coupons
        (distinguishing Talons) so destroyed.

MEETINGS OF HOLDERS OF INSTRUMENTS

9.6     Each Paying Agent shall, at the request of the holder of any Bearer
        Instrument issue voting certificates and block voting instructions in a
        form and manner which comply with the provisions of the Fifth Schedule
        (except that it shall not be required to issue the same less than
        forty-eight hours before the time fixed for any meeting therein provided
        for) and will perform the other functions specified in the Fifth
        Schedule. The provisions contained in the Fifth Schedule will have full
        effect in the like manner as if they had been expressly incorporated
        herein in full. Each Paying Agent shall keep a full record of voting
        certificates and block voting instructions issued by it and will give to
        the relevant

                                      -18-
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        Issuer not less than twenty-four hours before the time appointed for any
        meeting or adjourned meeting full particulars of all voting certificates
        and block voting instructions issued by it in respect of such meeting or
        adjourned meeting.

DOCUMENTS AND FORMS

9.7     The Issuer shall provide to the Fiscal Agent for distribution among the
        Paying Agents:

        (a)     specimen Instruments;

        (b)     sufficient copies of all documents required to be available for
                issue or inspection as provided in the Information Memorandum
                or, in relation to any Instruments, the terms and conditions or
                Pricing Supplement in respect of such Instruments; and

        (c)     in the event that the provisions of such Condition become
                relevant in relation to any Instruments, the certificate
                contemplated under the Condition headed "Early Redemption for
                Taxation Reasons".

9.8     Each Paying Agent shall make available for examination or use during
        normal business hours at its specified office such documents as may be
        specified as so available at the specified office of such agent in the
        Information Memorandum or, in relation to any Instruments, the terms and
        conditions or Pricing Supplement in respect of such Instruments, or as
        may be required by any stock exchange on which the Instruments may be
        listed and, without prejudice to the generality of the foregoing, the
        Fiscal Agent and the Paying Agent with its specified office in
        Luxembourg shall make available for examination or use during normal
        business hours at its specified office copies of the Information
        Memorandum and each Pricing Supplement and all other documents listed in
        paragraph 8 of the General Information section of the Information
        Memorandum and, in the event that the provisions of such Condition
        become relevant, the certificate contemplated in the Condition headed
        "Early Redemption for Taxation Reasons".

NOTIFICATIONS

9.9     The Fiscal Agent shall make all necessary notifications (including the
        submission of documents or reports where required) to and with the Bank
        of England and the Ministry of Finance in Japan in connection with
        Instruments denominated in Pounds Sterling and Yen respectively and
        other similar notifications (including the submission of documents or
        reports where required) as may be required in respect of any other
        Instruments. Within one week after the end of each calendar month, the
        Fiscal Agent shall notify the Bank of England of the principal amount of
        each Tranche of Instruments denominated in Sterling (i) outstanding as
        at the end of the relevant calendar month and (ii) issued and redeemed
        since the previous such notification (or since the date of this Fiscal
        Agency Agreement, as the case may be). Such notification shall be made
        even if no such Instruments were outstanding as at such time or issued
        or redeemed during such calendar month. Such notification shall be
        consistent with the requirements from time to time of the Bank of
        England. Within fifteen days after the end of each calendar month, the
        Fiscal Agent shall submit a report in Japanese to the Ministry of
        Finance in Japan in respect of each Tranche of Instruments denominated
        in Yen issued during the relevant

                                      -19-
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        calendar month. Such report shall be submitted even if no such
        Instruments were issued during such calendar month. Such report shall be
        consistent with the requirements from time to time of the Ministry of
        Finance of Japan.

9.10    The Fiscal Agent agrees with each Issuer that, to the extent that it is
        notified by each relevant Dealer that the distribution of the
        Instruments of any Tranche is complete it will notify the relevant
        Issuer and the relevant Dealers of the completion of distribution of the
        Instruments of any Tranche which are sold to or through more than one
        Dealer as contemplated in Schedule 1 to the Dealership Agreement.

NOTICES

9.11    Forthwith upon receipt by the Fiscal Agent of any notice or other
        communication from or on behalf of the holder of any Instrument in
        relation to any Instrument, the Fiscal Agent shall forward a copy of the
        notice or communication to the relevant Issuer. Each of the Paying
        Agents agrees to notify the Fiscal Agent forthwith in the event that it
        receives any such notice or communication.

9.12    The Fiscal Agent shall, upon and in accordance with the instructions of
        the relevant Issuer but not otherwise promptly arrange for the
        publication of any notices required to be given to the holders of Bearer
        Instruments in accordance with the terms and conditions of the relevant
        Instruments or required to comply with the requirements of any stock
        exchange on which the relevant Instruments may be listed and shall
        supply a copy thereof to each other Paying Agent.

INDEMNITY

9.13    Each of the Paying Agents shall severally indemnify the Issuers and each
        of them against any direct loss, liability, cost, claims, action, demand
        or expense incurred by such Issuer as a result of or arising out of or
        in relation to or in connection with any breach by such Paying Agent, or
        any person acting on its behalf, of the terms of this Agreement, or as a
        result of its wilful misconduct, negligence or bad faith or that of its
        agents, officers or employees. The Issuers and each of them shall remain
        entitled to the benefit and each of the Paying Agents shall be subject
        to the provisions of this Clause 9.13 notwithstanding the provisions of
        Clause 14.6.

EXCHANGE OF BEARER INSTRUMENTS FOR REGISTERED INSTRUMENTS

9.14    In relation to any Series comprising Bearer and Registered Instruments,
        the Fiscal Agent shall receive requests to effect exchanges of Bearer
        Instruments for Registered Instruments together with the relevant Bearer
        Instruments, inform the Registrar (specifying (i) the aggregate
        principal amount of such Bearer Instruments, (ii) the name(s) and
        address(es) to be entered on the Register as the holder(s) of the
        Registered Instrument(s) and (iii) the denomination(s) of the Registered
        Instrument(s)) and assist in the issue of the Registered Instrument(s)
        in accordance with the terms and conditions applicable thereto and in
        accordance with the Regulations. The Fiscal Agent shall, on the exchange
        date (as defined in Condition 2.06) applicable to such exchange of
        Bearer Instruments for Registered Instruments, cancel such Bearer
        Instruments.

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10.     EARLY REDEMPTION

10.1    If an Issuer intends (other than consequent upon an Event of Default) to
        redeem all or any of the Instruments prior to their stated maturity date
        it shall not less than 15 days prior to the latest date for the
        publication of the notice of redemption required to be given to the
        holders of any Instruments, give notice of such intention to the Fiscal
        Agent or, in the case of Registered Instruments, the Registrar (copied
        to the Fiscal Agent) stating the date on which such Instruments are to
        be redeemed.

10.2    In respect of any Instruments to which Condition 6.06 applies or which
        carries any other right of redemption at the option of the holders of
        such Instruments, the relevant Issuer will provide the Paying Agents or,
        in the case of Registered Instruments, the Registrar with copies of the
        form of the current redemption notice and the Paying Agents or, as the
        case may be, the Registrar will make available forms of the current
        redemption notice to holders of Instruments upon request during usual
        business hours at their respective specified offices. Upon receipt of
        any Instrument deposited in the exercise of such option, the Paying
        Agent or, in the case of Registered Instruments, the Registrar with
        which such Instrument is deposited shall hold such Instrument (together
        with, in the case of a Definitive Instrument, any Coupons relating to it
        deposited with it) on behalf of the depositing holder of such Instrument
        (but shall not, save as provided below, release it) until the due date
        for redemption of the relevant Instrument consequent upon the exercise
        of such option, when, subject as provided below, it shall present such
        Instrument (and any such Coupons) to itself for payment in accordance
        with the terms and conditions of the relevant Instruments and shall pay
        such moneys in accordance with the directions of the holder of the
        Instrument contained in the relevant redemption notice. If, prior to
        such due date for its redemption, such Instrument becomes immediately
        due and payable by reason of an Event of Default or if upon due
        presentation payment of such redemption moneys is improperly withheld or
        refused, the Paying Agent concerned or, as the case may be, the
        Registrar shall without prejudice to the exercise of such option mail
        such Instrument (together with any such Coupons) by uninsured post to,
        and at the risk of, the holder of the relevant Instrument at such
        address as may have been given by such holder in the relevant redemption
        notice.

10.3    At the end of any applicable period for the exercise of such option or,
        as the case may be, not later than 7 days after the latest date for the
        exercise of such option in relation to a particular date, in relation to
        Bearer Instruments each Paying Agent shall promptly notify the Fiscal
        Agent of the principal amount of the Instruments in respect of which
        such option has been exercised with it together with their serial
        numbers and the Fiscal Agent shall promptly notify such details to the
        relevant Issuer.

10.4    At the end of any applicable period for the exercise of such option or,
        as the case may be, not later than 7 days after the latest date for the
        exercise of such option in relation to a particular date, in relation to
        Registered Instruments, the Registrar shall promptly notify the relevant
        Issuer of the principal amount of the Instruments in respect of which
        such option has been exercised together with their serial numbers.

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11.      MISCELLANEOUS DUTIES OF THE REGISTRARS

CANCELLATION AND RECORDS

11.1    Each Registrar shall maintain in relation to each Series of Registered
        Instruments in relation to which it is appointed as registrar a register
        (each a "Register"), which shall be kept in accordance with the terms
        and conditions applicable to such Series of Registered Instruments and
        the Regulations. Each Register shall show the aggregate principal amount
        and date of issue of each Tranche comprising the relevant Series of
        Registered Instruments, the names and addresses of the initial holders
        thereof and the dates of all transfers to, and the names and addresses
        of, all subsequent holders thereof. The Registrar shall further, in
        relation to each Series of Registered Instruments the terms and
        conditions applicable to which provide that the rate of interest or
        redemption amount or any calculation applicable thereto shall be
        determined by such Registrar, determine such rate of interest or
        redemption amount or make such calculation from time to time on the
        basis therein provided and take all such action as may to it seem
        reasonably incidental thereto including, without limitation, the
        notification of all rates and amounts so determined and the maintenance
        of all appropriate records. The Registrar shall make each Register and
        all such records available for inspection at all reasonable times by the
        relevant Issuer.

11.2    The Registrar shall by the issue of new Registered Instruments, the
        cancellation of old Registered Instruments and the making of entries in
        the relevant Register give effect to transfers of Registered Instruments
        in accordance with the terms and conditions applicable thereto and in
        accordance with the Regulations.

11.3    In relation to any Instruments purchased by any Issuer or any of its
        affiliated companies, the relevant Issuer may from time to time deliver
        to the Registrar such Registered Instruments of which it is the holder
        for cancellation, whereupon such Registrar shall cancel the same and
        shall make the corresponding entries in the relevant Register.

11.4    As soon as possible (and in any event within three months) after each
        date on which Registered Instruments are cancelled in accordance with
        Clause 11.3 or fall due for redemption, the Registrar shall notify the
        relevant Issuer of:

        (i)     the aggregate principal amount paid on, and the serial numbers
                of all Registered Instruments redeemed, surrendered and
                cancelled and the serial numbers of any Registered Instruments
                (and the names and addresses of the holders thereof) which have
                not yet been surrendered for payment; and

        (ii)    the aggregate principal amount and serial numbers of Registered
                Instruments purchased and cancelled.

11.5    Each of the Issuers shall ensure that each Registrar has available to it
        supplies of such Registered Instruments as shall be necessary in
        connection with the transfer of Registered Instruments under this
        Section 11.

11.6    The Registrar shall, upon and in accordance with the instructions of the
        relevant Issuer but not otherwise, promptly arrange for the despatch of
        any notices required to be given to the holders of Registered
        Instruments in accordance with the terms and conditions of

                                      -22-
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        the relevant Instruments or required to comply with the requirements of
        any stock exchange on which the relevant Instruments may be listed.

MEETINGS OF HOLDERS OF INSTRUMENTS

11.7    The Registrar shall, at the request of the holder of any Registered
        Instrument, issue voting certificates and block voting instructions in a
        form and manner which comply with the provisions of the Fifth Schedule
        (except that it shall not be required to issue the same less than
        forty-eight hours before the time fixed for any meeting therein provided
        for) and shall make available at the request of the holder of any
        Registered Instrument, forms of proxy in a form and manner which comply
        with the provisions of the Fifth Schedule and will comply with the other
        functions specified in the Fifth Schedule. The provisions contained in
        the Fifth Schedule will have full effect in the like manner as if they
        had been expressly incorporated herein in full. The Registrar shall keep
        a full record of voting certificates and block voting instructions
        issued by it and will give to the relevant Issuer not less than
        twenty-four hours before the time appointed for any meeting or adjourned
        meeting, full particulars of all voting certificates and block voting
        instructions issued by it in respect of such meeting or adjourned
        meeting.

DOCUMENTS AND FORMS

11.8    The Issuer shall provide to the Registrar:

        (a)     specimen Instruments;

        (b)     sufficient copies of all documents required to be available for
                issue or inspection as provided in the Information Memorandum
                or, in relation to any Instruments, the terms and conditions or
                Pricing Supplement in respect of such Instruments; and

        (c)     in the event that the provisions of such Condition become
                relevant in relation to any Instruments, the certificate
                contemplated under the Condition "Early Redemption for Taxation
                Reasons".

11.9    The Registrar shall make available for examination or use during normal
        business hours at its specified office such documents as may be
        specified as so available at the specified office of such agent in the
        Information Memorandum or, in relation to any Instruments, the terms and
        conditions or Pricing Supplement in respect of such Instruments or as
        may be required by any stock exchange on which the Instruments may be
        listed and, without prejudice to the generality of the foregoing, shall
        make available for examination or use during normal business hours at
        its specified office copies of the Information Memorandum and each
        Pricing Supplement and all other documents listed in paragraph 8 of the
        General Information section of the Information Memorandum and, in the
        event that the provisions of such Condition become relevant, the
        certificate contemplated in the Condition headed "Early Redemption for
        Taxation Reasons".

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<Page>

PROVISION OF INFORMATION

11.10   The Registrar shall provide the Fiscal Agent with all such information
        as the Fiscal Agent may reasonably require in order to perform the
        obligations set out in Clause 9.9 hereof.

INDEMNITY

11.11   The Registrar shall severally indemnify the Issuers and each of them
        against any direct loss, liability, cost, claims, action, demand or
        expense incurred by such Issuer as a result of or arising out of or in
        relation to or in connection with any breach by the Registrar, or any
        person acting on its behalf, of the terms of this Agreement, or as a
        result of its wilful misconduct, negligence or bad faith or that of its
        agents, officers or employees. The Issuers and each of them shall remain
        entitled to the benefit and the Registrar shall be subject to the
        provisions of this Clause 11.11 notwithstanding the provisions of Clause
        14.6.

11.12   Forthwith upon receipt by the Registrar of any notice or other
        communication from or on behalf of the holder of any Instrument in
        relation to any Instrument, the Registrar shall forward a copy of the
        notice or communication to the relevant Issuer.

EXCHANGES OF BEARER INSTRUMENTS FOR REGISTERED INSTRUMENTS

11.13   In relation to any Series comprising Bearer and Registered Instruments,
        by the receipt of requests for exchanges of Bearer Instruments for
        Registered Instruments together with the relevant Bearer Instruments (or
        notifications from the Fiscal Agent of receipt thereof by the Fiscal
        Agent), the issue of Registered Instruments and the making of entries in
        the Register, give effect to exchanges of Bearer Instruments for
        Registered Instruments in accordance with the terms and conditions
        applicable thereto and in accordance with the Regulations.

        The Registrar shall forthwith upon the receipt of a request for the
        exchange of Bearer Instruments for Registered Instruments notify the
        Fiscal Agent thereof (specifying (i) the serial numbers of the Bearer
        Instruments, (ii) the aggregate principal amount of Instruments
        involved, and (iii) the exchange date (as defined in Condition 2.06)
        applicable thereto) and shall on the exchange date cancel the relevant
        Bearer Instruments and forward the same to the Fiscal Agent. The
        Registrar shall notify the relevant Issuer promptly of the exchange of
        Bearer Instruments for Registered Instruments, specifying the serial
        numbers of the Bearer Instruments and of the Registered Instruments
        issued in exchange therefor, the aggregate principal amount involved and
        the applicable exchange date.

12.     COMMISSIONS, FEES AND EXPENSES

12.1    The Fiscal Agent and the relevant Issuer shall separately agree from
        time to time as to the amount of any commissions, fees and expense
        reimbursements to which the Fiscal Agent, the Paying Agents and the
        Registrars will be entitled hereunder, and any and all such agreements
        shall be binding on all of the parties hereto.

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12.2    Each of the Issuers (on a several basis where the relevant tax or duty
        is attributable to the Instruments issued by it and the related Coupons
        but otherwise on a several basis for a proportion thereof which is the
        same proportion as the aggregate principal amount of Instruments issued
        by such Issuer and outstanding as at the relevant date for payment bears
        to the aggregate principal amount of Instruments issued under the
        Programme and outstanding as at the relevant date for payment) shall pay
        all stamp and other similar taxes and duties, if any, which may be
        payable on the execution of this Agreement, on the creation and issue of
        the Instruments issued by it and the related Coupons and the delivery of
        the Instruments pursuant to the Dealership Agreement.

13.     TERMS OF APPOINTMENT

13.1    Each of the Paying Agents and the Registrars may, in connection with its
        services hereunder:

        (a)     (in the case of Bearer Instruments) except as ordered by a court
                of competent jurisdiction or as required by law and
                notwithstanding any notice to the contrary or any writing
                thereon, treat the bearer of any Instrument as the absolute
                owner thereof and make payments thereon accordingly;

        (b)     refer any question relating to the ownership of any Instrument
                or Coupon or, without prejudice to Clause 5.2(ii), the adequacy
                or sufficiency of any evidence supplied in connection with the
                replacement of any Instrument or Coupon to the relevant Issuer
                for determination by such Issuer and rely upon any determination
                so made; and

        (c)     after approval by the relevant Issuer such approval not to be
                unreasonably withheld, engage and pay for the advice or services
                of any leading firm of lawyers, or other leading experts, with
                recognised expertise in the relevant field whose advice or
                services may to it seem necessary and rely upon any advice so
                obtained. Any request for the relevant Issuer's approval of any
                such firm or expert must be answered by the Issuer within a
                reasonable time following such request, failing which such
                approval shall be assumed to have been given.

13.2    None of the Paying Agents or the Registrars shall have any obligations
        towards or relationship of agency or trust for or with any holder of the
        Instruments or Coupons (except as provided in Clauses 6.4 and 6.6
        hereof) and shall be responsible only for performance of the duties and
        obligations expressly imposed upon them herein.

13.3    Each Paying Agent and Registrar and their officers, directors and
        employees may become the holder of, or acquire any interest in, any
        Instruments or Coupons with the same rights that it or they would have
        if it were not such agent or agents hereunder, and may engage or be
        interested in any transaction with any Issuer and may act on, or as
        depositary, trustee or agent for, any committee or body of holders of
        Instruments or Coupons or other obligations of any Issuer as freely as
        if it were not such agent or agents hereunder.

13.4    Each Issuer shall indemnify each Paying Agent and each Registrar against
        any direct loss, liability, claim, action, demand, reasonable cost or
        expense which it may properly

                                      -25-
<Page>

        incur or which may be made against it arising out of or in connection
        with its appointment or the exercise of its powers and performance of
        its duties hereunder in respect of Instruments issued by such Issuer,
        except such as may result from its wilful misconduct, negligence or bad
        faith or that of its agents, officers or employees. The foregoing
        indemnity shall not apply to any expenses of any Paying Agent or
        Registrar provided for pursuant to Clause 12.1.

14.     CHANGES IN AGENTS

14.1    Any Paying Agent or Registrar may resign its appointment as the agent of
        each Issuer in relation to the Instruments of each Issuer upon the
        expiration of not less than ninety days' prior written notice to that
        effect by such Paying Agent or, as the case may be, the Registrar to
        each Issuer (with a copy, if necessary, to the Fiscal Agent) Provided
        that:

        (a)     any such notice which would otherwise expire within fifteen days
                before or after the maturity date of any Series of Instruments
                or any interest or other payment date in relation to any Series
                of Instruments shall be deemed, in relation to such Series only,
                to expire on the fifteenth day following such maturity date or,
                as the case may be, such interest or other payment date; and

        (b)     in the case of (i) the Fiscal Agent, (ii) the only remaining
                Paying Agent or Registrar with its specified office in
                continental Europe (but outside the United Kingdom), (iii) so
                long as any Instruments are listed on the Luxembourg Stock
                Exchange and/or any other stock exchange, the Paying Agent or
                the Registrar with its specified office in Luxembourg and/or in
                such other place as may be required by such other stock
                exchange, (iv) the Registrar in respect of any Series of
                Instruments then outstanding, (v) in the circumstances described
                in Condition 9A.04, the Paying Agent with its specified office
                in New York City, (vi) the conclusions of the ECOFIN Council
                Meeting of 26-27 November 2000 being implemented, the Paying
                Agent appointed in an EU member state that is not obliged to
                withhold or deduct tax pursuant to any European Directive on the
                taxation of savings, implementing such conclusions, or (vii) in
                the case of Instruments issued by ACBV, the Paying Agent with
                its specified office outside of the European Union, such
                resignation shall not be effective until a successor thereto
                (which in the case of the Fiscal Agent and the Registrar shall
                be a bank or trust company of good standing and authorised to
                exercise corporate trust powers) has been appointed by the
                relevant Issuer as the agent of such Issuer in relation to the
                Instruments of such Issuer and notice of such appointment has
                been given in accordance with the terms and conditions, Provided
                that such successor, in the case of (ii), shall have its
                specified office in continental Europe (but outside the United
                Kingdom and, in the case of (iii), shall have its specified
                office in Luxembourg and/or in such other place as may be
                required by such stock exchange.

14.2    Each of the Issuers may revoke its appointment of any Paying Agent or
        Registrar as its agent in relation to the Instruments by not less than
        thirty days' notice to that effect to such Paying Agent or, as the case
        may be, such Registrar provided, however, that, in the case of (i) the
        Fiscal Agent, (ii) the only remaining Paying Agent or Registrar with its

                                      -26-
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        specified office in continental Europe (but outside the United Kingdom),
        (iii) so long as any Instruments are listed on the Luxembourg Stock
        Exchange and/or any other stock exchange, the Paying Agent or Registrar
        with its specified office in Luxembourg and/or in such other place as
        may be required by such other stock exchange, (iv) the Registrar in
        respect of any Series of Instruments then outstanding or (v) in the
        circumstances described in Condition 9A.04, the Paying Agent with its
        specified office in New York City, (vi) the conclusions of the ECOFIN
        Council Meeting of 26-27 November 2000 being implemented, the Paying
        Agent appointed in an EU member state that is not obliged to withhold or
        deduct tax pursuant to any European Directive on the taxation of
        savings, implementing such conclusions, or (vii) in the case of
        Instruments issued by ACBV, the Paying Agent with its specified office
        outside of the European Union, such revocation shall not be effective
        until a successor thereto (which in the case of the Fiscal Agent and the
        Registrar shall be a bank or trust company of good standing and
        authorised to exercise corporate trust powers) has been appointed by the
        relevant Issuer as the agent of such Issuer in relation to the
        Instruments of such Issuer and notice of such appointment has been given
        in accordance with the terms and conditions, Provided that such
        successor, in the case of (ii), shall have its specified office in
        continental Europe (but outside the United Kingdom and, in the case of
        (iii), shall have its specified office in Luxembourg and/or in such
        other place as may be required by such stock exchange.

14.3    The appointment of any Paying Agent or Registrar as the agent of each of
        the Issuers in relation to the Instruments shall terminate forthwith if
        any of the following events or circumstances shall occur or arise,
        namely: such Paying Agent or, as the case may be, Registrar becomes
        incapable of acting; such Paying Agent or, as the case may be, Registrar
        is adjudged bankrupt or insolvent; such Paying Agent or, as the case may
        be, Registrar files a voluntary petition in bankruptcy or makes an
        assignment for the benefit of its creditors or consents to the
        appointment of a receiver, administrator or other similar official of
        all or any substantial part of its property or admits in writing its
        inability to pay or meet its debts as they mature or suspends payment
        thereof; a resolution is passed or an order is made for the winding-up
        or dissolution of such Paying Agent or, as the case may be, Registrar; a
        receiver, administrator or other similar official of such Paying Agent
        or, as the case may be, Registrar or of all or any substantial part of
        its property is appointed; an order of any court is entered approving
        any petition filed by or against such Paying Agent or, as the case may
        be, Registrar under the provisions of any applicable bankruptcy or
        insolvency law; or any public officer takes charge or control of such
        Paying Agent or, as the case may be, Registrar or of its property or
        affairs for the purpose of rehabilitation, conservation or liquidation.

14.4    Each of the Issuers may (and shall where necessary to comply with the
        terms and conditions applicable to any Instruments) appoint substitute
        or additional agents in relation to the Instruments and shall forthwith
        notify the other parties hereto thereof, whereupon the parties hereto
        and such substitute or additional agents shall thereafter have the same
        rights and obligations among them as would have been the case had they
        then entered into an agreement in the form MUTATIS MUTANDIS of this
        Agreement.

14.5    Upon any resignation or revocation becoming effective under this Section
        14, the relevant Paying Agent or, as the case may be, Registrar shall:

                                      -27-
<Page>

        (a)     be released and discharged from its obligations under this
                Agreement (save that it shall remain entitled to the benefit of
                and subject to and bound by the provisions of Clause 9.13,
                11.11, Clause 12.2, Section 13 and this Section 14);

        (b)     repay to the relevant Issuer such part of any fee paid to it as
                referred to in Clause 12.1 as may be agreed between the relevant
                Paying Agent or, as the case may be, the Registrar and such
                Issuer;

        (c)     in the case of the Fiscal Agent, deliver to the relevant Issuer
                and to the successor Fiscal Agent a copy, certified as true and
                up-to-date by an officer of the Fiscal Agent, of the records
                maintained by it in accordance with Section 9;

        (d)     in the case of a Registrar, deliver to the relevant Issuer and
                to the successor Registrar a copy, certified as true and
                up-to-date by an officer of such Registrar, of each of the
                Registers and other records maintained by it in accordance with
                Section 11; and

        (e)     forthwith transfer all moneys and papers (including any unissued
                Temporary Global Instruments, Permanent Global Instruments,
                Definitive Instruments, Coupons or, as the case may be,
                Registered Instruments held by it hereunder) to its successor in
                that capacity and, upon appropriate notice, provide reasonable
                assistance to such successor for the discharge by it of its
                duties and responsibilities hereunder.

14.6    Any corporation into which any Paying Agent or Registrar may be merged
        or converted, any corporation with which any Paying Agent or Registrar
        may be consolidated, or any corporation resulting from any merger,
        conversion or consolidation to which any Paying Agent or Registrar shall
        be a party, shall, to the extent permitted by applicable law (and
        provided, in the case of the Fiscal Agent or any Registrar that such
        corporation shall be a bank or trust company of good standing and
        authorised to execute corporate trust powers), be the successor to such
        Paying Agent or, as the case may be, Registrar as agent of the Issuers
        in relation to the Instruments without any further formality, whereupon
        the parties hereto and such successor agent shall thereafter have the
        same rights and obligations among them as would have been the case had
        they then entered into an agreement in the form MUTATIS MUTANDIS of this
        Agreement. Notice of any such merger, conversion or consolidation shall
        forthwith be given by such successor to each of the Issuers and the
        other parties hereto.

14.7    If any Paying Agent or Registrar decides to change its specified office
        (which may only be effected within the same city) it shall give notice
        to each of the Issuers (with a copy, if necessary, to the Fiscal Agent)
        of the address of the new specified office stating the date on which
        such change is to take effect, which date shall be not less than thirty
        days after the date of such notice. The relevant Paying Agent or
        Registrar shall at its own expense not less than fourteen days prior to
        the date on which such change is to take effect (unless the appointment
        of the relevant Paying Agent or Registrar is to terminate pursuant to
        any of the foregoing provisions of this Section 14 on or prior to the
        date of such change) publish or cause to be published notice thereof in
        accordance with the terms and conditions.

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15.     SUBSTITUTION

15.1    As provided in Condition 15 of the terms and conditions of the relevant
        Instruments, the Issuer may be replaced, and ABB Ltd or any direct or
        indirect subsidiary of ABB Ltd may be substituted for the Issuer, as
        principal debtor in respect of the Instruments without the consent of
        the Holders of the Instruments or Coupons. If the Issuer shall determine
        that ABB Ltd or any such subsidiary shall become the principal debtor
        (in such capacity, the "SUBSTITUTED DEBTOR"), the Issuer shall give not
        less than 30 nor more than 45 days' notice, in accordance with Condition
        14, to the Holders of the Instruments of such event and, immediately on
        the expiry of such notice, the Substituted Debtor shall enter into a
        Deed of Assumption, substantially in the form set out in the Sixth
        Schedule hereto, and become the principal debtor in respect of the
        Instruments in place of the Issuer and the Holders of the Instruments
        shall thereupon cease to have any rights or claims whatsoever against
        the Issuer. However, no such substitution shall take effect (i) if the
        Substituted Debtor is any other subsidiary of ABB Ltd, until such
        Substituted Debtor shall have entered into a keep-well agreement with
        ABB Ltd substantially in the form of the Keep-Well Agreement (as defined
        in the terms and conditions of the relevant Instruments), (ii) until
        such Substituted Debtor shall have executed a deed of covenant
        substantially in the form of the Deed of Covenant (as defined in the
        terms and conditions of the relevant Instruments), (iii) in any case,
        until the Substituted Debtor shall have provided to the Fiscal Agent and
        (if applicable) the Registrar such documents as may be necessary to make
        the Deed of Assumption, the relevant Instruments, the Fiscal Agency
        Agreement, such deed of covenant and any such keep-well agreement the
        legal, valid and binding obligations of, as appropriate, the Substituted
        Debtor and ABB Ltd together with legal opinions either unqualified or
        subject only to normal, usual or appropriate qualifications and
        assumptions to the effect that the Instruments, the Fiscal Agency
        Agreement, the Deed of Assumption, such deed of covenant and any such
        keep-well agreement are legal, valid and binding obligations of, as
        appropriate, the Substituted Debtor and ABB Ltd; (iv) the Substituted
        Debtor shall have obtained all necessary governmental and regulatory
        approvals and consents, if any, in connection with the substitution and
        (v) the Substituted Debtor shall have appointed the process agent
        appointed by the Issuer in Condition 18.03 of the terms and conditions
        of the relevant Instruments as its agent in England to receive service
        of process on its behalf in relation to any legal action or proceedings
        arising out of or in connection with the relevant Instruments. Upon any
        such substitution, the Instruments and Coupons will, if necessary, be
        deemed to be modified in all appropriate respects.

15.2    The terms and conditions of the relevant Instruments shall, following
        any substitution effected in accordance with this Section, apply to the
        Substituted Debtor, amended as set out in the Schedule to the Deed of
        Assumption.

16.     FURTHER ISSUERS

16.1    Each of the Paying Agents and Registrars hereby agrees to act as the
        agent (in the capacity in which it was appointed hereunder) of (i) any
        Substituted Debtor as defined in (and where such substitution shall have
        taken effect as provided in) Condition 15 of the terms and conditions of
        the relevant Instruments or (ii) any New Issuer (as that expression is
        defined in Clause 10.2 of the Dealership Agreement) which shall have
        become party to the Dealership Agreement and which shall have (a)
        executed an

                                      -29-
<Page>

        agreement, in form and substance satisfactory to the Fiscal Agent,
        whereby such New Issuer agrees to be bound by the provisions of this
        Agreement and (b) provided to the Fiscal Agent such documents as may be
        necessary to make this Agreement its legal, valid and binding
        obligations (any such Substituted Debtor or New Issuer as described in
        (i) or (ii) above is herein referred to as a "FURTHER ISSUER").

16.2    Each of the Paying Agents and the Registrars hereby agrees that any
        Issuer in its capacity as such, shall be released from its obligations,
        undertakings and covenants under this Agreement upon such Issuer ceasing
        to be an Issuer pursuant to and in accordance with Clause 10.1 of the
        Dealership Agreement provided always that such release shall not affect
        any rights, liabilities or obligations accrued or incurred under this
        Agreement prior to the date upon which such release takes effect.

17.     NOTICES

All communications hereunder shall be in writing and shall be delivered to or
telexed to or sent by facsimile (confirmed by letter sent by express airmail) to
the following addresses:

        (a)     if to AIFLTD, to it at:

                Address:      10 Lefebvre Street
                              St. Peter Port
                              Guernsey GY1 6JN
                              Channel Islands

                Fax:          +44 1481 729 016
                Attention:    Business Administration

        with a copy to:

                ABB World Treasury Center
                Thurgauerstrasse 54
                CH-8050 Zurich
                Switzerland

                Fax:          +411 318 5858
                Attention:    Business Operations

        (b)     if to AFI, to it at:

                Address:      1209 Orange Street
                              Wilmington, DE 19801
                              United States of America

                Attention:    Secretary

        with a copy to:

                ABB Treasury Center (USA), Inc.
                One Stamford Plaza, 11th Floor
                P O Box 120071

                                      -30-
<Page>

                Stamford, Connecticut
                06912-0071 U.S.A.
                Fax:          +1 203 961 7860
                Attention:    Business Administration

        (c)     if to ACBV, to it at:

                Address:      Burgemeester Haspelslaan 65, 5F
                              1181 Amstelveen
                              The Netherlands
                Fax:          +31 20 445 9844
                Attention:    Business Administration

        with a copy to:

                ABB World Treasury Center
                Thurgauerstrasse 54
                CH-8050 Zurich
                Switzerland

                Fax:          +411 318 5858
                Attention:    Business Operations

        (d)     if to the Fiscal Agent at:

                Address:      Banque Generale du Luxembourg S.A.
                              50, Avenue J. F. Kennedy
                              L-2951 Luxembourg
                Telex:        3401 BGL lu
                Fax:          +352 4242 4200
                Attention:    Fiscal and Paying Agency Department

                (or in the case of a Fiscal Agent not originally a party hereto,
                specified by notice to the other parties hereto at or about the
                time of its appointment as the agent of the Issuers in relation
                to the Instruments).

                All communications relating to this Agreement between the Issuer
                and any of the Paying Agents or between the Paying Agents
                themselves shall be made through the Fiscal Agent;

        (e)     if to a Registrar to it at the address, fax or telex number
                specified against its name in the Eighth Schedule (or, in the
                case of a Registrar not originally a party hereto, specified by
                notice to the other parties hereto at or about the time of its
                appointment as the agent of the Issuers in relation to the
                Instruments) for the attention of the person or department
                therein specified (or as aforesaid)

or, in any case, to such other address, telex number or fax number or for the
attention of such other person or department as the addressee has by prior
notice to the sender specified for the purpose.

                                      -31-
<Page>

Any notice sent by letter shall take effect at the time of delivery and any
notice sent by telex shall take effect at the time of despatch provided that the
correct answerback is received and any notice sent by facsimile transmission
shall take effect upon receipt thereof. Where a notice is copied to another
address such notice shall take effect at the time when the first of the notice
or the copy takes effect.

18.     LAW AND JURISDICTION

18.1    This Agreement is governed by, and shall be construed in accordance
        with, English law.

18.2    Each Issuer hereby agrees for the exclusive benefit of each of the
        Paying Agents and the Registrars that the courts of England are to have
        jurisdiction to settle any disputes which may arise out of or in
        connection with this Agreement and that accordingly any suit, action or
        proceedings (together referred to as "PROCEEDINGS") arising out of or in
        connection with this Agreement may be brought in such courts. Nothing
        contained in this clause shall limit any right to take Proceedings
        against any Issuer in any other court of competent jurisdiction, nor
        shall the taking of Proceedings in one or more jurisdictions preclude
        the taking of Proceedings in any other jurisdiction, whether
        concurrently or not.

18.3    Each Issuer hereby appoints ABB Limited of Orion House, 5 Upper St.
        Martin's Lane, London WC2H 9EA to accept service of any Proceedings on
        its behalf in England. If for any reason such process agent ceases to
        act as such or no longer has an address in England, each Issuer agrees
        to appoint a substitute process agent and notify the Fiscal Agent of
        such appointment and if any Issuer fails to make any such appointment
        within twenty-one days, the Fiscal Agent shall be entitled to appoint
        such a person by notice to such Issuer.

18.4    Nothing contained herein shall affect the right to serve process in any
        other manner permitted by law.

19.     MODIFICATION

This Agreement may be amended by the Issuers and the Fiscal Agent, without the
consent of the other Paying Agents or the Registrars or the Holder of any
Instrument or Coupon, for the purposes of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein, or in any
manner which the Issuer and the Fiscal Agent may deem necessary or desirable and
which shall not be inconsistent with the Instruments or Coupons and which will
not, in the opinion of the Issuer and the Fiscal Agent, be materially
prejudicial to the interests of the Holders of the Instruments, the Coupons or
the Paying Agents or the Registrars.

20.     COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when so executed shall constitute one
and the same binding agreement between the parties.

21.     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 Fiscal Agency
Agreement.

                                      -32-
<Page>

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.

                                      -33-
<Page>

                               THE FIRST SCHEDULE

                       FORM OF TEMPORARY GLOBAL INSTRUMENT

[THIS INSTRUMENT CONSTITUTES [COMMERCIAL PAPER]/[A SHORTER/LONGER] TERM DEBT
SECURITY] ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987](1)

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.

                       [ABB INTERNATIONAL FINANCE LIMITED
               (INCORPORATED WITH LIMITED LIABILITY IN GUERNSEY)]

                                [ABB FINANCE INC.
         (INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)]

                                [ABB CAPITAL B.V.
     (INCORPORATED IN THE NETHERLANDS WITH LIMITED LIABILITY AND HAVING ITS
                        STATUTORY DOMICILE AT AMSTERDAM)]

                           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 30 May 2001 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](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

----------
(1)     Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(2)     Insert only where Instruments are Instalment Instruments.

                                      -34-
<Page>

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.

[The Issuer of this Instrument is [   ], which is not an authorised institution
or a European authorised institution (as such terms are defined in the Banking
Act 1987 (Exempt Transactions) Regulations 1997).](3)

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 a fiscal agency agreement dated 10 March 1993 and amended and
restated on 30 May 2001 (as further supplemented, amended or replaced, the
"FISCAL AGENCY AGREEMENT") and made between the Issuer and Banque Generale du
Luxembourg S.A., in its capacity as fiscal agent (the "FISCAL AGENT", which
expression shall include any successor to Banque Generale du Luxembourg S.A. in
its capacity as such), Banque Generale du Luxembourg S.A. as principal registrar
and certain other financial 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](4) 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 the Euroclear System or 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

----------
(3)     Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(4)     Insert only in the case of a Series comprising both Bearer and
        Registered Instruments issued by ABB Finance Inc. if the relevant
        Pricing Supplement specifies that Bearer Instruments are exchangeable
        for Registered Instruments.

                                      -35-
<Page>

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.](5) [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).](6) 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 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

----------
(5)     Insert only in the case of a Series comprising both Bearer and
        Registered Instruments issued by ABB International Finance Limited or
        ABB Capital B.V. (and not ABB Finance Inc.) if the relevant Pricing
        Supplement specifies that Bearer Instruments are exchangeable for
        Registered Instruments.

(6)     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.

                                      -36-
<Page>

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 Generale du Luxembourg S.A. as fiscal
agent.

AS WITNESS the manual signature of two duly authorised officers on behalf of the
Issuer.

                                      -37-
<Page>

                                  THE SCHEDULE

     PAYMENTS, DELIVERY OF DEFINITIVE INSTRUMENTS OR REGISTERED INSTRUMENTS,

                  EXCHANGE FOR PERMANENT GLOBAL INSTRUMENT AND

                           CANCELLATION OF INSTRUMENTS

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------------------------
Date of          Amount of     Amount   of     Aggregate       Aggregate      Aggregate       Remaining      Authorised
payment,         interest      principal or,   principal       principal      principal       principal      signature of
delivery or      then paid     as the case     amount of       amount of      amount of       amount of      the Fiscal
cancellation                   may be,         Definitive or   this           Instruments     this           Agent and/or
                               redemption      Registered      Temporary      then            Temporary      the Registrar
                               amount          Instruments     Global         cancelled       Global
                               then paid       then            Instrument                     Instrument
                                               delivered       then
                                                               exchanged
                                                               for the
                                                               Permanent
                                                               Global
                                                               Instrument

--------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>             <C>             <C>            <C>             <C>            <C>


-------------------------------------------------------------------------------------------------------------------------
</Table>

                                      -38-
<Page>

[            ]    [           ]

By: [manual signature]    By: [manual signature]
    (DULY AUTHORISED)     (DULY AUTHORISED)

ISSUED in[    ] as of [    ] [ ]

AUTHENTICATED for and on behalf of
BANQUE GENERALE 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.](7)

[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).](8)

----------
(7)     Insert only where either (i) Issuer is AFI and the maturity of the Notes
        is more than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity
        of the Notes is more than one year.

(8)     Insert only where Issuer is AFI and the maturity of the Notes is 183
        days or less.

                                      -39-
<Page>

                                     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 ABB Finance Inc. This Certificate is not
required for Registered Instruments issued by ABB International Finance Limited
or ABB Capital B.V.:]

        [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 the control of one or more United States persons as described
        in section 7701(a)(30) of the Code 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)(v) ("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.

        [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.

                                      -40-
<Page>

        Virgin Islands, Guam, American Samoa, Wake Island and the Northern
        Mariana Islands.](9)

        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: [      ](10)

        [EUROCLEAR BANK S.A./N.V., as operator of the Euroclear
        System/Clearstream Banking, societe anonyme ]

        By:    [authorised signature]

----------
(9)     Delete this paragraph or provision in the case of exchanges of the
        Temporary Global Instrument for Registered Instruments issued by ABB
        Finance Inc.

(10)    To be dated not earlier than the Exchange Date.

                                      -41-
<Page>

                                    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 the control of one or more United States persons as described
        in section 7701(a)(30) of the Code 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)(v) ("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 U.S. Virgin Islands, Guam, American Samoa, Wake
        Island and the Northern Mariana Islands.

                                      -42-
<Page>

        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: [     ] (11)

        [EUROCLEAR BANK S.A./N.V., as operator of the Euroclear
        System/Clearstream Banking, societe anonyme ]

        By:    [authorised signature]

----------
(11)    To be dated not earlier than the relevant interest payment date.

                                      -43-
<Page>

                                    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 ABB
International Finance Limited or ABB Capital B.V.]

        [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 the control
        of one or more United States persons as described in section 7701(a)(30)
        of the Code 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)(v))
        ("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.](12)

        [This is [] 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 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.](13)

----------
(12)    Delete this paragraph or provision in the case of exchanges of the
        Temporary Global Instrument for Registered Instruments issued by ABB
        Finance Inc.

(13)    To be used solely in the case of Instruments issued by ABB Finance Inc.

                                      -44-
<Page>

        [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.](14)

        [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.](12)

        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: [     ](15)

        [ACCOUNT-HOLDER] AS OR AS AGENT FOR THE BENEFICIAL OWNER OF THE
        INSTRUMENTS.

By:     [authorised signature]

----------
(14)    To be used in the case of Instruments issued by ABB International
        Finance Limited or ABB Capital B.V.

(15)    To be dated not earlier than fifteen days before the Exchange Date or,
        as the case may be the relevant interest payment date.

                                      -45-
<Page>

                               THE SECOND SCHEDULE
                       FORM OF PERMANENT GLOBAL INSTRUMENT

THIS INSTRUMENT CONSTITUTES [COMMERCIAL PAPER]/[A SHORTER/LONGER] TERM DEBT
SECURITY] ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987](16)

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.

                       [ABB INTERNATIONAL FINANCE LIMITED
               (INCORPORATED WITH LIMITED LIABILITY IN GUERNSEY)]

                                [ABB FINANCE INC.
         (INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)]

                                [ABB CAPITAL B.V.
     (INCORPORATED IN THE NETHERLANDS WITH LIMITED LIABILITY AND HAVING ITS
                        STATUTORY DOMICILE AT AMSTERDAM)]

                           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 30 May 2001 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](17) 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

----------
(16)    Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(17)    Insert only where Instruments are Instalment Instruments.

                                      -46-
<Page>

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 Issuer of this Instrument is [   ], which his not an authorised institution
or a European authorised institution (as such terms are defined in the Banking
Act 1987 (Exempt Transactions) Regulations 1997).](18)

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 a fiscal agency agreement dated 10 March 1993 and
amended and restated on 30 May 2001 (as further supplemented, amended or
replaced, the "FISCAL AGENCY AGREEMENT") and made between the Issuer and Banque
Generale du Luxembourg S.A. in its capacity as fiscal agent (the "FISCAL AGENT",
which expression shall include any successor to Banque Generale du Luxembourg
S.A. in its capacity as such), Banque Generale 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](19) (a) if
Euroclear Bank S.A./N.V., as operator of the Euroclear System (the "EUROCLEAR
SYSTEM") or Clearstream Banking, societe anonyme ("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

----------
(18)    Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(19)    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.

                                      -47-
<Page>

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.

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 Generale du Luxembourg S.A. as fiscal
agent.

AS WITNESS the manual signature of two duly authorised officers on behalf of the
Issuer.

                                      -48-
<Page>

                                  THE SCHEDULE

  PAYMENTS, DELIVERY OF DEFINITIVE OR REGISTERED INSTRUMENTS, FURTHER EXCHANGES
       OF THE TEMPORARY GLOBAL INSTRUMENT AND CANCELLATION OF INSTRUMENTS

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
Date of         Amount of    Amount of    Aggregate     Aggregate    Aggregate    Current       Authorised
payment,        interest     principal    principal     principal    principal    principal     signature
delivery,       then paid    or, as the   amount of     amount of    amount of    amount of     of the
further                      case may     exchanges     Instruments  exchanges    this          Fiscal
exchange of                  be,          for           then         for          Permanent     Agent
Temporary                    redemption   Definitive    cancelled    further      Global        and/or the
Global                       amount       Instruments                exchanges    Instrument    Registrar
Instrument or                then paid    or                         of
cancellation                              Registered                 Temporary
                                          Instruments                Global
                                          then                       Instrument
                                          delivered
-------------------------------------------------------------------------------------------------------------
<S>             <C>          <C>          <C>           <C>          <C>          <C>           <C>


-------------------------------------------------------------------------------------------------------------
</Table>

                                      -49-
<Page>

[                ]                                   [                ]


By:    [manual signature]                            By:    [manual signature]
       (DULY AUTHORISED)                                    (DULY AUTHORISED)

ISSUED in [          ] on [          ] [  ]

AUTHENTICATED for and on behalf of
BANQUE GENERALE 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.](20)

[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).](21)

----------
(20)    Insert only where either (i) Issuer is AFI and the maturity of the Notes
        is more than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity
        of the Notes is more than one year.

(21)    Insert only where Issuer is AFI and the maturity of the Notes is 183
        days or less.


                                      -50-
<Page>

                                 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

                                      -51-
<Page>

                               THE THIRD SCHEDULE

                  FORM OF DEFINITIVE INSTRUMENT ("ISMA" FORMAT)

[On the face of the Instrument:]

                                                [9999999+AAXXXXXXXXX9+XX+999999]

[DENOMINATION]

[THIS INSTRUMENT CONSTITUTES [COMMERCIAL PAPER]/[A SHORTER/LONGER] TERM DEBT
SECURITY] ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987](22)

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.

                       [ABB INTERNATIONAL FINANCE LIMITED
               (INCORPORATED WITH LIMITED LIABILITY IN GUERNSEY)]

                                [ABB FINANCE INC.
         (INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)]

                                [ABB CAPITAL B.V.
     (INCORPORATED IN THE NETHERLANDS WITH LIMITED LIABILITY AND HAVING ITS
                        STATUTORY DOMICILE AT AMSTERDAM)]

                     [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
("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](23) or on such earlier date as the same may become payable in
accordance therewith the principal amount of:

                      [DENOMINATION IN WORDS AND NUMERALS]

----------
(22)    Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(23)    Insert only where Instruments are Instalment Instruments.

                                      -52-
<Page>

[(, 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].

[The Issuer of this Instrument is [  ], which is not an authorised institution
or a European  authorised  institution (as such terms are defined in the Banking
Act 1987 (Exempt Transactions) regulations 1997).](24)

[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 Generale du Luxembourg S.A. as fiscal agent.

This [TITLE OF INSTRUMENT] is governed by, and shall be construed in accordance
with, English law.

AS WITNESS the 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 [          ] [  ]


AUTHENTICATED for and on behalf of
BANQUE GENERALE 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.](25)

----------
(24)    Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(25)    Insert only where either (i) Issuer is AFI and the maturity of the Notes
        is more than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity
        of the Notes is more than one year.

                                      -53-
<Page>

[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).](26)

----------
(26)    Insert only where Issuer is AFI and the maturity of the Notes is 183
        days or less.

                                      -54-
<Page>

[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 GENERALE DU LUXEMBOURG S.A.
                             50, Avenue J.F. Kennedy
                                L-2951 Luxembourg


                                  PAYING AGENT

                   BANQUE GENERALE DU LUXEMBOURG (SUISSE) S.A.
                                   57 Rennweg
                                 CH-8023 Zurich
                                   Switzerland

                                      -55-
<Page>

                                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.](27)

[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).](28)

                                             [99+9999999+AAXXXXXXXXX9+XX+999999]

----------
(27)    Insert only where either (i) Issuer is AFI and the maturity of the Notes
        is more than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity
        of the Notes is more than one year.

                                      -56-
<Page>

----------
(28)    Insert only where Issuer is AFI and the maturity of the Notes is 183
        days or less.

                                      -57-
<Page>

[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.](29)

[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).](30)

                                             [99+9999999+AAXXXXXXXXX9+XX+999999]

----------
(29)    Insert only where either (i) Issuer is AFI and the maturity of the Notes
        is more than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity
        of the Notes is more than one year.

(30)    Insert only where Issuer is AFI and the maturity of the Notes is 183
        days or less.

                                      -58-
<Page>

[On the reverse of each Coupon:]

FISCAL               BANQUE GENERALE DU LUXEMBOURG S.A.
AGENT:               50 Avenue J.F. Kennedy
                     L-2951 Luxembourg

PAYING               BANQUE GENERALE DU LUXEMBOURG (SUISSE) S.A.
AGENT:               57 Rennweg
                     CH-8023 Zurich
                     Switzerland

                                      -59-
<Page>

                                  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.](31)

[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).](32)

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]


----------
(31)    Insert only where either (i) Issuer is AFI and the maturity of the Notes
        is more than 183 days or (ii) Issuer is AIFLTD or ACBV and the maturity
        of the Notes is more than one year.

(32)    Insert only where Issuer is AFI and the maturity of the Notes is 183
        days or less.

                                      -60-
<Page>

                               THE FOURTH SCHEDULE

                          FORM OF REGISTERED INSTRUMENT

[THIS INSTRUMENT CONSTITUTES [COMMERCIAL PAPER]/[A SHORTER/LONGER] TERM DEBT
SECURITY] ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER SECTION 4 OF THE
BANKING ACT 1987](33)

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.

                       [ABB INTERNATIONAL FINANCE LIMITED
               (INCORPORATED WITH LIMITED LIABILITY IN GUERNSEY)]

                                [ABB FINANCE INC.
         (INCORPORATED IN THE STATE OF DELAWARE WITH LIMITED LIABILITY)]

                                [ABB CAPITAL B.V.
     (INCORPORATED IN THE NETHERLANDS WITH LIMITED LIABILITY AND HAVING ITS
                        STATUTORY DOMICILE AT AMSTERDAM)]

                     [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
("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](34) 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

----------
(33)    Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(34)    Insert only where Instruments are Instalment Instruments.

                                      -61-
<Page>

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.

[The Issuer of this Instrument is [ ], which is not an authorised institution or
a European authorised institution (as such terms are defined in the Banking Act
1987 (Exempt Transactions) Regulations 1997).](35)

This Instrument is evidence of entitlement only. Title to the Instrument passes
only on due registration in the Register maintained by [             ](36), 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)

ISSUED in [             ] as of [            ] [ ]

AUTHENTICATED for and on behalf of

[                       ]

as registrar without recourse, warranty or liability


By:    [manual signature]
       (DULY AUTHORISED)

                                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

----------
(35)    Delete if Instrument is not denominated in Sterling and the issue
        proceeds are not accepted in the United Kingdom.

(36)    Insert name of the relevant Registrar.

                                      -62-
<Page>

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.

        (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.

----------
(37)    Insert name of the relevant Registrar

                                      -63-
<Page>

                               THE FIFTH SCHEDULE

                PROVISIONS FOR MEETINGS OF HOLDERS OF INSTRUMENTS

1.      (A)     As used in this Schedule, the following expressions shall have
                the following meanings unless the context otherwise requires:

        (1)     "VOTING CERTIFICATE" shall mean a certificate in the English
                language issued by any Paying Agent or, as the case may be, any
                Registrar and dated, in which it is stated:

                (a)     that on the date thereof outstanding Bearer Instruments
                        of any Series (not being Bearer Instruments in respect
                        of which a block voting instruction has been issued and
                        is outstanding in respect of the meeting specified in
                        such voting certificate or any adjournment thereof)
                        bearing specified serial numbers have been deposited to
                        the order of such Paying Agent and that no such Bearer
                        Instruments will be released until the first to occur
                        of:

                        (i)     the conclusion of the meeting specified in such
                                certificate or any adjournment thereof; and

                        (ii)    the surrender of the certificate to such Paying
                                Agent; or

                (b)     that on the date thereof Registered Instruments of any
                        Series (not being Registered Instruments in respect of
                        which a block voting instruction has been issued and is
                        outstanding in respect of the meeting specified in such
                        voting certificate or any adjournment thereof) are
                        registered in the books and records maintained by the
                        Registrar in the names of specified registered holders;
                        and

                (c)     that until the release of the Bearer Instruments
                        represented thereby the bearer thereof is entitled to
                        attend and vote at such meeting or any adjournment
                        thereof in respect of the Instruments represented by
                        such certificate; and

        (2)     "BLOCK VOTING INSTRUCTION" shall mean a document in the English
                language issued by any Paying Agent or, as the case may be, any
                Registrar and dated, in which:

                (a)     it is certified that outstanding Bearer Instruments of
                        any Series (not being Bearer Instruments in respect of
                        which a voting certificate has been issued and is
                        outstanding in respect of the meeting specified in such
                        block voting instruction or any adjournment thereof)
                        have been deposited to the order of such Paying Agent
                        and that no such Bearer Instruments will be released
                        until the first to occur of:

                        (i)     the conclusion of the meeting specified in such
                                document or any adjournment thereof; and

                                      -64-
<Page>

                        (ii)    the surrender, not less than 48 hours before the
                                time for which such meeting or adjournment
                                thereof is convened, of the receipt for each
                                such deposited Bearer Instrument which has been
                                deposited to the order of such Paying Agent,
                                coupled with notice thereof being given by such
                                Paying Agent to the relevant Issuer; or

                (b)     It is certified that Registered Instruments of any
                        Series (not being Registered Instruments in respect of
                        which a voting certificate has been issued and is
                        outstanding in respect of the meeting specified in such
                        block voting instruction and any adjournment thereof)
                        are registered in the books and records maintained by
                        the Registrar in the names of specified registered
                        holders;

                (c)     It is certified that each depositor of such Instruments
                        or registered holder thereof or a duly authorised agent
                        on his or its behalf has instructed the Paying Agent or,
                        as the case may be, the Registrar that the vote(s)
                        attributable to his or its Instruments so deposited or
                        registered should be cast in a particular way in
                        relation to the resolution or resolutions to be put to
                        such meeting or any adjournment thereof and that all
                        such instructions are, during the period of 48 hours
                        prior to the time for which such meeting or adjourned
                        meeting is convened, neither revocable nor subject to
                        amendment;

                (d)     the total number, principal amount outstanding, the
                        serial numbers and series numbers of the Instruments so
                        deposited or registered are listed, distinguishing with
                        regard to each such resolution between those in respect
                        of which instructions have been given as aforesaid that
                        the votes attributable thereto should be cast in favour
                        of the resolution and those in respect of which
                        instructions have been so given that the votes
                        attributable thereto should be cast against the
                        resolution; and

                (e)     any person named in such document (hereinafter called a
                        "PROXY") is authorised and instructed by the Paying
                        Agent or, as the case may be, the Registrar to cast the
                        votes attributable to the Instruments so listed in
                        accordance with the instructions referred to in (c) and
                        (d) above as set out in such document.

        (B)     A registered holder of a Registered Instrument may by an
                instrument in writing in the form for the time being available
                from the specified office of the Registrar in the English
                language (hereinafter called a "FORM OF PROXY") signed by the
                holder or its duly appointed attorney or, in the case of a
                corporation, executed under its seal or signed on its behalf by
                its duly appointed attorney or a duly authorised officer of the
                corporation, appoint any person (hereinafter also called a
                "PROXY") to attend and act on his or its behalf in connection
                with any meeting or proposed meeting of the holders of
                Instruments.

        (C)     Voting certificates, block voting instructions and forms of
                proxy shall be valid for so long as the relevant Instruments
                have not been released or, in the case of Registered
                Instruments, are duly registered in the name(s) of the
                registered

                                      -65-
<Page>

                holder(s) certified in the relevant voting certificate or block
                voting instruction or, in the case of a form of proxy, in the
                name of the appointor but not otherwise and notwithstanding any
                other provision of this Schedule and during the validity thereof
                the holder of any such voting certificate or, as the case may
                be, the proxy shall, for all purposes in connection with any
                meeting of holders of Instruments, be deemed to be the holder of
                the Instruments of the relevant Series to which such voting
                certificate, block voting instructions or form of proxy relates
                and, in the case of Bearer Instruments, the Paying Agent to the
                order of whom such Instruments have been deposited and, in the
                case of Registered Instruments, the registered holder(s) shall
                nevertheless be deemed for such purposes not to be the holder of
                those Instruments.

2.      The relevant Issuer at any time may, and upon a request in writing by
        holders of Instruments holding not less than one-tenth of the principal
        amount outstanding of the Instruments of any particular Series for the
        time being outstanding at any time after such Instruments shall have
        become repayable owing to an event of default under the Conditions
        applicable to such Instruments shall, convene a meeting of the holders
        of Instruments of such Series. Whenever any Issuer wishes or is obliged
        to convene any such meeting it shall forthwith give notice in writing to
        the Fiscal Agent of the day, time and place thereof and of the nature of
        the business to be transacted thereat. Every such meeting or adjournment
        thereof shall be held at such time and place as the Fiscal Agent may
        approve.

3.      At least twenty-one days' notice (exclusive of the day on which the
        notice is given and of the day on which the meeting is held) specifying
        the day, time and place of meeting shall be given to the holders of the
        Instruments of the relevant Series. A copy of the notice shall be given
        to the relevant Issuer unless the meeting shall be convened by such
        Issuer and a copy shall be given to the Fiscal Agent and, in the case of
        Registered Instruments, the Registrar. Such notice shall be given in the
        manner provided in the Conditions and shall specify the general nature
        of the business to be transacted at the meeting thereby convened but
        (except in the case of an Extraordinary Resolution) it shall not be
        necessary to specify in such notice the form of any resolution to be
        proposed and shall include, INTER ALIA, statements to the effect:

        (a)     that Bearer Instruments of the relevant Series may be deposited
                with (or to the order of) any Paying Agent for the purpose of
                obtaining voting certificates or appointing proxies until 48
                hours before the time fixed for the meeting but not thereafter;

        (b)     that (without prejudice to the provisions of paragraph 1(B))
                registered holders of Registered Instruments may obtain voting
                certificates or appoint proxies not later than (except in the
                case of a form of proxy) 48 hours before the time fixed for the
                meeting but not thereafter.

4.      A person (who may, but need not, be the holder of an Instrument of the
        relevant Series) nominated in writing by the Fiscal Agent shall be
        entitled to take the chair at every meeting but if no such nomination is
        made or if at any meeting the person nominated shall not be present
        within fifteen minutes after the time appointed for the holding of

                                      -66-
<Page>

        such meeting the holders of Instruments present may appoint another such
        person to be chairman and failing such choice the relevant Issuer may
        appoint the chairman. The chairman of a reconvened meeting need not be
        the same person who was chairman of the original meeting.

5.      At any such meeting any two or more persons present in person holding
        Instruments of the relevant Series or voting certificates or being
        proxies and holding or representing in the aggregate at least one-third
        in principal amount outstanding of the Instruments of the relevant
        Series for the time being outstanding shall form a quorum for the
        transaction of business Provided that at any meeting at which an
        Extraordinary Resolution is to be proposed for the purpose of effecting
        any of the modifications specified in the proviso to paragraph 18 hereof
        the quorum for such meeting shall be any two or more persons present in
        person holding Instruments of the relevant Series or voting certificates
        or being proxies and holding or representing in the aggregate at least
        75 per cent. in principal amount outstanding of the Instruments of the
        relevant Series for the time being outstanding and no business (other
        than the choosing of a chairman) shall be transacted at any meeting
        unless the requisite quorum be present at the commencement of business.

6.      If within an hour from the time appointed for any such meeting a quorum
        is not present the meeting shall, if convened upon the requisition of
        holders of Instruments, be dissolved. In any other case it shall stand
        adjourned for such period, not being less than fourteen days nor more
        than forty-two days, as may be decided by the chairman. At such
        adjourned meeting two or more persons present in person holding
        Instruments of the relevant Series or voting certificates or being
        proxies (whatever the principal amount outstanding of the Instruments of
        the relevant Series so held or represented by them) shall form a quorum
        and shall have the power to pass any resolution and to decide upon all
        matters which could properly have been dealt with at the original
        meeting had a quorum been present at such meeting Provided that at any
        adjourned meeting at which an Extraordinary Resolution is to be proposed
        for the purpose of effecting any of the modifications specified in the
        proviso to paragraph 18 hereof the quorum for such meeting shall be two
        or more persons present holding Instruments of the relevant Series or
        voting certificates or being proxies and holding or representing in the
        aggregate at least 25 per cent. in principal amount outstanding of the
        Instruments of the relevant Series for the time being outstanding.

7.      The chairman may with the consent of (and shall if directed by) any
        meeting adjourn the same from time to time and from place to place but
        no business shall be transacted at any adjourned meeting except business
        which might lawfully have been transacted at the meeting from which the
        adjournment took place.

8.      At least ten days' notice (exclusive of the day on which the notice is
        given and the day on which the meeting is held) of any meeting adjourned
        through want of a quorum shall be given in the same manner as of an
        original meeting and such notice shall state the quorum required at such
        adjourned meeting. Subject as aforesaid, it shall not be necessary to
        give any notice of an adjourned meeting.

9.      Every question submitted to a meeting shall be decided in the first
        instance by a show of hands and in case of equality of votes the
        chairman shall both on a show of hands and on

                                      -67-
<Page>

        a poll have a casting vote in addition to the vote or votes (if any) to
        which he may be entitled as a holder of an Instrument or voting
        certificate or being a proxy.

10.     At any meeting, unless a poll is (before or on the declaration of the
        result of the show of hands) demanded by the chairman or the relevant
        Issuer or by one or more persons holding one or more Instruments of the
        relevant Series or voting certificates or being proxies and holding or
        representing in the aggregate not less than 2 per cent. of the principal
        amount outstanding of the Instruments of the relevant Series for the
        time being outstanding, a declaration by the chairman that a resolution
        has been carried or carried by a particular majority or lost or not
        carried by any particular majority shall be conclusive evidence of the
        fact without proof of the number or proportion of the votes recorded in
        favour of or against such resolution.

11.     If at any meeting a poll is so demanded, it shall be taken in such
        manner and (subject as hereinafter provided) either at once or after
        such an adjournment as the chairman directs and the result of such poll
        shall be deemed to be the resolution of the meeting at which the poll
        was demanded as at the date of the taking of the poll. The demand for a
        poll shall not prevent the continuance of the meeting for the
        transaction of any business other than the question on which the poll
        has been demanded.

12.     Any poll demanded at any meeting on the election of a chairman or on any
        question of adjournment shall be taken at the meeting without
        adjournment.

13.     The Fiscal Agent, the relevant Issuer and, in the case of Registered
        Instruments, the Registrar (through their respective representatives)
        and their respective advisers shall be entitled to attend and speak at
        any meeting of the holders of Instruments. No person shall be entitled
        to attend (except as provided above) or to vote at any meeting of the
        holders of Instruments or to join with others in requesting the
        convening of such a meeting unless he is the holder of an Instrument or
        a voting certificate or is a proxy.

14.     Subject as provided in paragraph 9 above, at any such meeting (a) on a
        show of hands every person who is present (being an individual) in
        person or (being a corporation) by a duly authorised representative and
        (i) who is a holder of Instruments, and in the case of Bearer
        Instruments, produces such Instruments or (ii) who produces a voting
        certificate or (iii) is a proxy shall have one vote and (b) on a poll
        every person who is so present shall have one vote in respect of each
        [        ](38) principal amount outstanding of Instruments of the
        relevant Series so produced or represented by the voting certificate so
        produced or in respect of which he is a proxy. Without prejudice to the
        obligations of the proxies named in any block voting instruction or form
        of proxy, any person entitled to more than one vote need not use all his
        votes or cast all the votes to which he is entitled in the same way.

15.     A proxy named in any block voting instruction or form of proxy need not
        be a holder of an Instrument.

----------
(38)    The currency and amount of the smallest denomination of Instruments
        available in relation to the particular Series shall be deemed to be
        inserted here.

                                      -68-
<Page>

16.     Each block voting instruction and each form of proxy, together (if so
        required by the relevant Issuer) with proof satisfactory to such Issuer
        of its due execution, shall be deposited at such place as such Issuer
        shall designate not less than 24 hours before the time appointed for
        holding the meeting or adjourned meeting at which the proxy named in the
        block voting instruction or form of proxy proposes to vote and in
        default the block voting instruction or form of proxy shall not be
        treated as valid unless the chairman of the meeting decides otherwise
        before such meeting or adjourned meeting proceeds to business. A
        certified copy of each such block voting instruction and form of proxy
        and satisfactory proof as aforesaid (if applicable) shall, be deposited
        with the Issuer at such place as aforesaid before the commencement of
        the meeting or adjourned meeting but such Issuer shall not thereby be
        obliged to investigate or be concerned with the validity of, or the
        authority of the proxy named in, any such block voting instruction or
        form of proxy.

17.     Without prejudice to paragraph 1, any vote given in accordance with the
        terms of a block voting instruction or form of proxy shall be valid
        notwithstanding the previous revocation or amendment of the block voting
        instruction or form of proxy or of any of the Instrument holders'
        instructions pursuant to which it was executed, provided that no
        intimation in writing of such revocation or amendment shall have been
        received by the relevant Issuer or by the chairman of the meeting, in
        each case not less than 24 hours before the commencement of the meeting
        or adjourned meeting at which the block voting instruction or form of
        proxy is used.

18.     A meeting of the holders of Instruments shall, in respect of the
        Instruments of the relevant Series and subject to the provisions
        contained in the Conditions, in addition to the powers hereinbefore
        given, but without prejudice to any powers conferred on other persons by
        these presents, have the following powers exercisable by Extraordinary
        Resolution only namely:

        (a)     power with the approval of the relevant Issuer to sanction any
                modification, abrogation, variation or compromise of, or
                arrangement in respect of, the rights of the holders of
                Instruments and/or Coupons in respect of the Instruments of the
                relevant Series, against the relevant Issuer, whether such
                rights shall arise under the Instruments of that Series, the
                Deed of Covenant executed by such Issuer or otherwise;

        (b)     power to assent to any modification to the provisions contained
                herein or of the Instruments or Coupons of the relevant Series
                which shall be proposed by the Issuer;

        (c)     power to sanction any proposal by the relevant Issuer for the
                exchange or substitution for the Instruments of the relevant
                Series of, or the conversion of those Instruments into, shares,
                stock, bonds, debentures, debenture stock or other obligations
                or securities of the relevant Issuer or any other body corporate
                formed or to be formed otherwise than in accordance with any
                provisions of the Conditions applicable to the Instruments of
                the relevant Series;

        (d)     power to assent to any modification of the provisions contained
                in the Instruments or the Coupons of the relevant Series, the
                Conditions thereof, this

                                      -69-
<Page>

                Schedule, the Fiscal Agency Agreement or the Deed of Covenant
                executed by such Issuer which shall be proposed by the relevant
                Issuer;

        (e)     power to waive or authorise any breach or proposed breach by the
                relevant Issuer of its obligations under the Conditions
                applicable to the Instruments of the relevant Series or any act
                or omission which might otherwise constitute an event of default
                under the Conditions applicable to the Instruments of the
                relevant Series;

        (f)     power to authorise the Fiscal Agent, the Registrar or any other
                person to concur in and execute and do all such deeds,
                instruments, acts and things as may be necessary to carry out
                and give effect to any Extraordinary Resolution;

        (g)     power to give any authority, direction or sanction which under
                the Conditions applicable to the Instruments of the relevant
                Series is required to be given by Extraordinary Resolution;

        (h)     power to appoint any persons (whether holders of Instruments or
                not) as a committee or committees to represent the interests of
                the holders of Instruments in respect of the Instruments of the
                relevant Series and to confer upon such committee or committees
                any powers or discretions which such holders of Instruments
                could themselves exercise by Extraordinary Resolution; and

        (i)     power to approve other security as contemplated by Condition
                4.01.

Provided that the special quorum provisions contained in the provisos to
paragraphs 5 and 6 shall apply in relation to any Extraordinary Resolution for
the purpose of making modification of the provisions contained in the
Instruments or the Coupons of any Series or the Conditions applicable thereto
which:

        (i)     varies the date of maturity or any date of redemption of any of
                the Instruments of the relevant Series or any date for payment
                of any principal or interest in respect thereof; or

        (ii)    reduces or cancels the principal amount of the Instruments of
                the relevant Series or any amount payable thereon, varies any
                provision regarding the calculation of the rate of interest or
                any other amount payable thereon or varies the rate of discount,
                rate of amortisation or any other rate of return applicable
                thereto; or

        (iii)   modifies the provisions contained in this Schedule concerning
                the quorum required at any meeting of holders of Instruments in
                respect of the Instruments of the relevant Series or any
                adjournment thereof or concerning the majority required to pass
                an Extraordinary Resolution; or

        (iv)    varies the currency in which any payment (or other obligation)
                in respect of the Instruments of the relevant Series is to be
                made; or

        (v)     amends this proviso in any manner.

19.     An Extraordinary Resolution passed at a meeting of the holders of
        Instruments in respect of the Instruments of the relevant Series duly
        convened and held in accordance with

                                      -70-
<Page>

        these presents shall be binding upon all the holders of Instruments of
        the relevant Series, whether present or not present at such meeting, and
        upon all the holders of all Coupons in respect of Instruments of the
        relevant Series and each of the holders of Instruments and Coupons
        shall, in respect of the Instruments of that Series, be bound to give
        effect thereto accordingly. The passing of any such resolution shall be
        conclusive evidence that the circumstances of such resolution justify
        the passing thereof.

20.     The expression "EXTRAORDINARY RESOLUTION" when used in these presents
        means a resolution passed at a meeting of the holders of Instruments in
        respect of the Instruments of the relevant Series duly convened and held
        in accordance with the provisions contained herein by a majority
        consisting of not less than three-fourths of the votes cast thereon.

21.     Minutes of all resolutions and proceedings at every such meeting as
        aforesaid shall be made and duly entered in books to be from time to
        time provided for that purpose by the relevant Issuer and any such
        minutes as aforesaid, if purporting to be signed by the chairman of the
        meeting at which such resolutions were passed or proceedings transacted
        or by the chairman of the next succeeding meeting of the holders of
        Instruments in respect of the Instruments of the relevant Series, shall
        be conclusive evidence of the matters therein contained and, until the
        contrary is proved, every such meeting in respect of the proceedings of
        which minutes have been made and signed as aforesaid shall be deemed to
        have been duly convened and held and all resolutions passed or
        proceedings transacted thereat to have been duly passed and transacted.

22.     So long as the relevant Instruments are represented by a global
        instrument, for the purposes of this Schedule the holder of the global
        instrument shall be deemed to be two persons holding or representing
        such principal amount of Instruments as are, at the relevant time,
        represented by such global instrument.

23.     Any Instruments which have been purchased or are held by (or on behalf
        of) the relevant Issuer or any affiliate of the Issuer or ABB Ltd or any
        subsidiary of ABB Ltd but which have not been cancelled shall, unless or
        until resold, be deemed not to be outstanding for the purposes of this
        Schedule.

                                      -71-
<Page>

                               THE SIXTH SCHEDULE

                           FORM OF DEED OF ASSUMPTION

This Deed of Assumption is made on [   ], [ ] between [   ] (the "ISSUER"), a
company incorporated under the laws of [    ] whose registered/principal office
is situated at [    ] and [    ] (the "SUBSTITUTED DEBTOR") a company
incorporated in [     ] whose registered/principal office is situated at [    ].

WHEREAS:

(A)     The Issuer has issued [INSERT AGGREGATE PRINCIPAL AMOUNT AND TITLE OF
        THE INSTRUMENTS] (the "INSTRUMENTS", each holder of such Instruments
        being an "INSTRUMENTHOLDER") [and any interest coupons attached to such
        Instruments (the "COUPONS", each holder of such Coupons being a
        "COUPONHOLDER")] pursuant to a Fiscal Agency Agreement dated 10 March
        1993 and amended and restated on 30 May 2001 (the "FISCAL AGENCY
        AGREEMENT") between Banque Generale du Luxembourg S.A. (the "FISCAL
        AGENT"), the Issuer, the other companies named therein as issuers and
        the paying agents and registrars named therein.

(B)     The Issuer proposes, pursuant to Condition 15 of the Terms and
        Conditions of the Instruments (the "CONDITIONS") to substitute the
        Substituted Debtor as principal debtor in respect of the Instruments.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1.      The Substituted Debtor hereby agrees that, with effect from and
        including the effective date hereof, it shall be the "Issuer" for all
        purposes in respect of the Instruments and the Coupons and accordingly
        it shall assume all the obligations and liabilities and shall be
        entitled to all the rights and benefits on the part of the Issuer
        contained therein.

2.      The Substituted Debtor hereby acknowledges and agrees that, with effect
        from and including the effective date hereof:

        (a)     the Issuer is released from all its liabilities, in its capacity
                as issuer of the Instruments, in respect of the Instruments; and

        (b)     the Conditions are amended in accordance with the Schedule
                hereto.

3.      The Substituted Debtor and the Issuer hereby jointly and severally agree
        that the existing [Temporary Global Instrument, Permanent Global
        Instrument, Registered Instrument(s) or, as the case may be, Definitive
        Instruments] shall continue in full force and effect on the
        understanding that, with effect from and including the effective date
        hereof:

        (a)     all references to "[NAME OF ISSUER]" shall be read and construed
                as references to the Substituted Debtor; and

                                      -72-
<Page>

        (b)     the Conditions shall be amended as set out in the Schedule
                hereto, together with any other consequential amendments which
                may be appropriate in order to preserve the rights of the
                Instrumentholders and (if any) Couponholders.

4.      (A)     The Substituted Debtor and the Issuer hereby acknowledge and
        covenant that the benefit of the undertakings and the covenants binding
        upon them contained in this Deed of Assumption shall be for the benefit
        of each and every Instrumentholder and (if any) Couponholder whether or
        not such Instrumentholder or Couponholder was an initial subscriber of
        such Instrument and each Instrumentholder and (if any) Couponholder
        shall be entitled severally to enforce the said obligations against the
        Substituted Debtor.

        (B)     This Deed of Assumption shall be deposited with and held by the
        Fiscal Agent and the Substituted Debtor, and the Issuer and the
        Substituted Debtor hereby acknowledge the right of every
        Instrumentholder and Couponholder to production of this Deed of
        Assumption and upon request and payment of the expenses incurred in
        connection therewith, the production of a copy hereof certified by the
        Fiscal Agent to be a true and complete copy.

5.      The illegality, invalidity or unenforceability of any provision of this
        Deed of Assumption under the law of any jurisdiction shall not affect
        its legality, validity or enforceability under the law of any other
        jurisdiction nor the legality, validity or enforceability of any other
        provision.

6.      This Deed of Assumption may only be amended in the same way as the other
        Conditions of the Instruments are capable of amendment pursuant to the
        Fifth Schedule of the Fiscal Agency Agreement.

7.      (A)     This Deed of Assumption shall be governed by and construed in
        accordance with the laws of England.

        (B)     The Courts of England are to have jurisdiction to settle any
        disputes which may arise out of or in connection with this Deed of
        Assumption and accordingly any legal action or proceedings arising out
        of or in connection with this Deed of Assumption ("PROCEEDINGS") may be
        brought in such courts. Each of the Substituted Debtor and the Issuer
        irrevocably submits to the jurisdiction of such courts and waives any
        objection to Proceedings in such courts whether on the ground of venue
        or on the ground that the Proceedings have been brought in an
        inconvenient forum. These submissions are for the benefit of each of the
        Instrumentholders and the Couponholders and shall not limit the right of
        any of them to take Proceedings in any other court of competent
        jurisdiction nor shall the taking of Proceedings in any one or more
        jurisdictions preclude the taking of Proceedings in any other
        jurisdiction (whether concurrently or not).

        (C)     Each of the Substituted Debtor and the Issuer irrevocably
        appoints ABB Limited at its registered office (presently at Orion House,
        5 Upper St. Martin's Lane, London WC2H 9EA) as its authorised agent for
        service of process in England in respect of any Proceedings. If for any
        reason such agent shall cease to be such agent for service of process or
        shall no longer have a registered office in England, the Substituted
        Debtor and the Issuer shall appoint another agent for service of process
        in England within twenty-one days and if the Issuer and/or the
        Substituted Debtor fails to make any such

                                      -73-
<Page>

        appointment within twenty-one days, the Fiscal Agent shall be entitled
        to appoint such a person by notice to the Issuer and/or the Substituted
        Debtor.

IN WITNESS whereof this Deed has been executed by and on behalf of the parties
hereto as of the day and year first above written.

EXECUTED as a deed under Seal by            )
[THE SUBSTITUTED DEBTOR]                    )
acting by [       ] and [      ]      )
in the presence of:                         )

Witness:

Name:

Address:

Occupation:

Witness:

Name:

Address:

Occupation:


EXECUTED as a deed under Seal by            )
[THE ISSUER]                                )
acting by [      ] and [       ]      )
in the presence of:                         )

Witness:

Name:

Address:

Occupation:

Witness:

Name:

Address:

Occupation:

                                  THE SCHEDULE

                 POST-SUBSTITUTION AMENDMENTS TO THE CONDITIONS
                    OF THE INSTRUMENTS OF THE RELEVANT SERIES

                                      -74-
<Page>

1.      Following any substitution pursuant to Condition 15, the Conditions of
        the Instruments of the relevant Series shall apply as if all references
        to the "Issuer" therein were to the Substituted Debtor.

2.      In the event that ABB Ltd shall become the Substituted Debtor the
        Conditions shall apply with the following further amendments:

        (i)     Conditions 4.02, 4.03 and Condition 7.01(v) shall not apply to
                such Instruments;

        (ii)    the words "___ its obligation set out in Condition 4.02 ___" to
                "___ performance or observance of any of its other___" in lines
                1 to 5 of Condition 7.01(ii) shall be deleted and replaced by
                the word "any";

        (iii)   Condition 15 shall not apply to such Instruments and, in respect
                of such Instruments, shall be deemed to be replaced with the
                following:

                "the Issuer may be replaced, and any direct or indirect
                subsidiary of the Issuer may be substituted for the Issuer, as
                principal debtor in respect of the Instruments, without the
                consent of the Holders of the Instruments or Coupons. If the
                Issuer shall determine that any such subsidiary shall become the
                principal debtor (in such capacity, the "SUBSTITUTED DEBTOR"),
                the Issuer shall give not less than 30 nor more than 45 days'
                notice, in accordance with Condition 14, to the Holders of the
                Instruments of such event and, immediately on the expiry of such
                notice, the Substituted Debtor shall enter into a Deed of
                Assumption, the form of which is set out in the Sixth Schedule
                to the Fiscal Agency Agreement and become the principal debtor
                in respect of the Instruments in place of the Issuer and the
                Holders of the Instruments shall thereupon cease to have any
                rights or claims whatsoever against the Issuer. However, no such
                substitution shall take effect (i) until such Substituted Debtor
                shall have entered into a keep-well agreement with ABB Ltd
                substantially in the form of other keep-well agreements entered
                into by ABB Ltd with certain of its direct or indirect
                subsidiaries, (ii) until such Substituted Debtor shall have
                executed a deed of covenant substantially in the form of the
                Deed of Covenant, (iii) in any case, until the Substituted
                Debtor shall have provided such documents as may be necessary to
                make the Deed of Assumption, the Instruments, the Fiscal Agency
                Agreement, such deed of covenant and such keep-well agreement
                the legal, valid and binding obligations of, as appropriate, the
                Substituted Debtor and ABB Ltd together with legal opinions,
                either unqualified or subject only to normal, usual or
                appropriate qualifications and assumptions to the effect that
                the Deed of Assumption, the Instruments, the Fiscal Agency
                Agreement, such deed of covenant and such keep-well agreement
                are legal, valid and binding obligations of, as appropriate, ABB
                Ltd and the Substituted Debtor, (iv) the Substituted Debtor
                shall have obtained all necessary governmental and regulatory
                approvals and consents, if any, for the substitution, and (v)
                the Substituted Debtor shall have appointed the process agent
                appointed by the Issuer in Condition 18.3 as its agent in
                England to receive service of process on its behalf in relation
                to any legal action or proceedings arising out of or in

                                      -75-
<Page>

                connection with the Instruments and the Coupons. Upon any such
                substitution, the Instruments and Coupons will, if necessary, be
                deemed to be modified in all appropriate respects."

                                      -76-
<Page>

                              THE SEVENTH SCHEDULE

         REGULATIONS CONCERNING TRANSFERS OF REGISTERED INSTRUMENTS AND
           EXCHANGES OF BEARER INSTRUMENTS FOR REGISTERED INSTRUMENTS

1.      Each Registered Instrument shall be in a principal amount equal to the
        minimum denomination specified in the relevant Pricing Supplement or an
        integral multiple thereof.

2.      The Registered Instruments are transferable in a principal amount equal
        to the minimum denomination specified in the relevant Pricing Supplement
        or an integral multiple thereof by execution of the form of transfer
        endorsed under the hand of the transferor or of a duly appointed
        attorney on its behalf or, where the transferor is a corporation, under
        its seal or signed on its behalf by its duly appointed attorney or a
        duly authorised officer or officers of the corporation. In this Schedule
        "transferor" shall where the context permits or requires include joint
        transferors and be construed accordingly.

3.      The Registered Instrument to be transferred must be delivered for
        registration to the specified office of the Registrar accompanied by
        such other evidence (including legal opinions) as the Registrar may
        reasonably require to prove the title of the transferor or his right to
        transfer the Registered Instrument and his identity and, if the form of
        transfer is executed by some other person on his behalf or in the case
        of the execution of a form of transfer on behalf of a corporation by an
        officer or officers or an attorney, the authority of that person or
        those persons to do so. The signature of the person effecting a transfer
        of a Registered Instrument 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.

4.      The executors or administrators of a deceased holder of a Registered
        Instrument (not being one of several joint holders) and in the case of
        the death of one or more of joint holders the survivor or survivors of
        such joint holders shall be the only persons recognised by the relevant
        Issuer as having any title to such Registered Instruments.

5.      Any person becoming entitled to Registered Instruments in consequence of
        the death or bankruptcy of the holder of such Registered Instruments
        may, upon producing such evidence that he holds the position in respect
        of which he proposes to act under this paragraph or of his title as the
        Issuer shall require (including legal opinions), be registered himself
        as the holder of such Registered Instruments or, subject to the
        preceding paragraphs as to transfer, may transfer such Registered
        Instruments. The relevant Issuer and the Registrar may retain any amount
        payable upon the Registered Instruments to which any person is so
        entitled until such person shall be so registered or shall duly transfer
        the Registered Instruments.

6.      Unless otherwise requested by him and agreed by the relevant Issuer, the
        holder of Registered Instruments or the holder of Bearer Instruments,
        the subject of a request for an exchange for Registered Instruments
        shall be entitled to receive only one Registered Instrument in respect
        of his holding or in respect of the Bearer Instruments, the subject of a
        particular request for an exchange.

                                      -77-
<Page>

7.      The joint holders of a Registered Instrument shall be entitled to one
        Registered Instrument only in respect of their joint holding which
        shall, except where they otherwise direct, be delivered to the joint
        holder whose name appears first in the Register in respect of the joint
        holding.

8.      Where there is more than one transferee (to hold other than as joint
        holders), separate forms of transfer (obtainable from the specified
        office of the Registrar) must be completed in respect of each new
        holding.

9.      Where a holder of a Registered Instrument has transferred part only of
        his holding comprised therein there shall be delivered to him a
        Registered Instrument in respect of the balance of such holding.

10.     The relevant Issuer, the Registrar and the Fiscal Agent shall, save in
        the case of the issue of replacement Registered Instruments, make no
        charge to the holders for the registration of any holding of Registered
        Instruments or any transfer of Registered Instruments or in respect of
        any exchange of Bearer Instruments for Registered Instruments or for the
        issue of any Registered Instruments or for the delivery of Registered
        Instruments at the specified office of the Registrar.

11.     Subject always to the terms and conditions applicable to the Instruments
        of the relevant Series, the Registrar will within three Relevant Banking
        Days of the transfer date or the exchange date applicable to a transfer
        of Registered Instruments or an exchange of Bearer Instruments for
        Registered Instruments make available at its specified office a new
        Registered Instrument in respect of the Registered Instrument
        transferred or in respect of Bearer Instruments the subject of a request
        for an exchange for Registered Instruments. In the case of a transfer of
        part only of a Registered Instrument, a new Registered Instrument in
        respect of the balance of the Registered Instrument transferred will be
        so delivered to the transferor.

                                      -78-
<Page>

                               THE EIGHTH SCHEDULE

          THE SPECIFIED OFFICES OF THE PAYING AGENTS AND THE REGISTRARS

The Fiscal Agent and Principal Registrar:

        Banque Generale du Luxembourg S.A.
        50, Avenue J.F. Kennedy
        L-2951 Luxembourg

        Telex:        3401 BGL lu
        Fax:          +352 4242 4200
        Attention:    Fiscal and Paying Agency Department

The other Paying Agent:

        Banque Generale du Luxembourg (Suisse) S.A.
        57 Rennweg
        CH-8023 Zurich
        Switzerland

        Telex:        BGL Zurich 813003 BGL CH
        Fax:          +41 12119908

The Alternative Registrar:

        The Chase Manhattan Bank
        15th Floor
        450 West 33rd Street
        New York, N.Y. 10001 2697
        United States of America

        Telephone:    +1 212 946 3009
        Fax:          +1 212 946 8177

        Attention:    Manager, Global Trust Services

                                      -79-
<Page>

                                   SIGNATURES

ABB INTERNATIONAL FINANCE LIMITED

By:                                         By:


ABB FINANCE INC.

By:                                         By:


ABB CAPITAL B.V.

By:                                         By:


BANQUE GENERALE DU LUXEMBOURG S.A.
as Fiscal Agent and
Principal Registrar

By:                                   By:


BANQUE GENERALE DU LUXEMBOURG (SUISSE) S.A.
as Paying Agent

By:                                   By:


THE CHASE MANHATTAN BANK
as Alternative Registrar

By:

For the purposes of Article 1 of the Protocol annexed to the Convention on
Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters
signed at Brussels on 27 September 1968, the undersigned expressly and
specifically agrees in the terms of Clause 18.2.

BANQUE GENERALE DU LUXEMBOURG S.A.

By:                                         By:

                                      -80-