**Exhibit4.13**

**CONTRIBUTION AGREEMENT**

**THISCONTRIBUTION AGREEMENT** (this “Contribution Agreement”)is made and entered into as of April 20th, 2006 by and among (i) ABB Ltd, a Swiss corporation,(ii) ABB Asea Brown Boveri Ltd, a Swiss corporation, (iii) ABB Holdings Inc., aDelaware corporation, (iv) ABB Inc., a Delaware corporation, and (v) ABB LummusGlobal Inc., a Delaware corporation, jointly and severally (each of theforegoing as joint and several obligors of the obligations pursuant to thisContribution Agreement, a “Contributor”), and Combustion Engineering524(g) Asbestos PI Trust (the “Asbestos PI Trust”) a trust establishedpursuant to §524(g) of Title 11 of the United States Code (11 U.S.C. §§ 101 etseq.) (the“Bankruptcy Code”) pursuant to the Plan of Reorganization of CombustionEngineering, Inc. ABB Treasury Center (USA) Inc. is a party to thisContribution Agreement solely for purposes of Sections 10(a), 10(b), 10(c) and(g) hereof.

**WHEREAS**, theContributors have agreed to pay the Contribution Amount (as defined below) tohelp fund the Asbestos PI Trust for purposes of paying asbestos-relatedpersonal injury claims filed by claimants as provided in the CE Plan;

**NOW, THEREFORE**, inconsideration of the foregoing and the mutual covenants and agreements hereincontained and intending to be legally bound hereby, the parties hereto herebyagree as follows:

# **1.     Definitions**.  The following terms are defined as follows:

“ABB Asea” means ABB Asea Brown Boveri Ltd, aSwiss corporation.

“ABB Ltd” means ABB Ltd, a Swiss corporation.

“ABB Group” means ABB Ltd and its Subsidiariesfrom time to time.

“ABB Holdings” means ABB Holdings Inc., aDelaware corporation.

“ABB Inc.” means ABB Inc., a Delawarecorporation.

“ABB Treasury” means ABB Treasury Center (USA)Inc., a Delaware corporation.

“Asset Sale” means any sale or otherdisposition of any assets of Lummus or any of its Subsidiaries occurring afterMarch 15, 2005, other than a sale or disposition of assets (i) in the LummusOrdinary Course of Business or (ii) exclusively to Lummus or any Subsidiary ofLummus.

“Assumed Debt” means, in respect of an AssetSale or Complete Stock Disposition, the aggregate amount of any indebtednessfor borrowed money plus the fair value of 

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any liabilities (whether contingent or otherwise) inrespect of letters of credit or credit support arrangements owed by any Entityof the ABB Group and assumed by a purchaser (or any Entity as designee of suchpurchaser) in connection with such Asset Sale or Complete Stock Disposition.

“Business Day” means any day other than a Saturday, Sunday, orany other day on which banks are authorized or required to close in New York,New York or Zürich, Switzerland.

“Capital Stock”  means, with respect to any Entity, any shareof stock, or any depositary receipt or other certificate representing any shareof stock, or any similar equity ownership interest, and any warrant, option, orany other security providing for the right to acquire any such share of stockor similar equity ownership interest.

“Cash Equivalents”means, in respect of an Asset Sale or Complete Stock Disposition, any note orother instrument or agreement pursuant to which a buyer is obligated to makeone or more deferred payments in cash of all or a portion of the purchase pricerelating to such Asset Sale or Complete Stock Disposition.

“CE Plan” means the Combustion Engineering,Inc. Plan of Reorganization as modified through October 7, 2005, as amended,supplemented, or otherwise modified from time to time in accordance with itsterms, and the exhibits and schedules to the foregoing, as the same may be ineffect from time to time.

“Complete Stock Disposition” means a sale,transfer, assignment or other disposition (including a disposition in aforeclosure resulting from the enforcement of rights pursuant to the LummusRights pursuant to the Pledge and Irrevocable Proxy to be dated on or about theLummus Effective Date, between ABB Holdings and the Lummus Trust, and whetherdirectly or indirectly, by merger, consolidation, reorganization or otherwise)of any or all the Capital Stock of Lummus by any Entity of the ABB Group (otherthan a sale, transfer, assignment or other disposition, by merger,consolidation, reorganization or otherwise, pursuant to which Lummus remains adirect or indirect Wholly Owned Subsidiary of ABB Ltd).

“Confirmation Order” has the meaning set forthin the Glossary.

“Contribution Amount” means $204,000,000.

“Contribution Event of Default” means aContribution Payment Event of Default or a Contribution Non-Payment Event ofDefault.

“Contribution Payment Event of Default” means afailure to make an Early Contribution Payment that continues for ten (10) ormore days after an Early Contribution Date, or the payment of the RemainingContribution Amount on the Scheduled Contribution Date.

“Contribution Non-Payment Event of Default”means a breach of any obligation, representation, covenant, promise oragreement contained in this Contribution Agreement (other than a ContributionPayment Event of Default) which breach continues for a period of twenty (20) ormore days after the date of receipt by each of ABB Ltd and ABB Holdings, onbehalf of 

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the Contributors, of a written notice from thePermitted Holder clearly captioned “NOTICE OF CONTRIBUTION NON-PAYMENT EVENT OFDEFAULT”, asserting the existence of such breach and setting forth inreasonable detail the Permitted Holder’s basis for such assertion.

“Consolidated Net Worth” of any Entity means,as of any date of determination, the sum of all items which pursuant to thegenerally accepted accounting principles then applicable to the relevant Entityare included in shareholders’ or owners’ equity on a consolidated balance sheetof such Entity and its Subsidiaries as of such date.

“Cutoff Date” means the close of business onthe thirty-first (31st)consecutive calendar day prior to the Lummus Petition Date.

“Default Rate” has the meaning set forth inSection 4 hereof.

“DIP Financing” means any financing (whetherfor borrowed money or credit support) provided to Lummus and any Subsidiariesof Lummus on or after the Lummus Petition Date pursuant to adebtor-in-possession credit facility under §364 of the Bankruptcy Code.

“Disputed Payment” has the meaning set forth inSection 17(e) hereof.

“Dollars” means the legal currency of the UnitedStates of America.

“Early Contribution Date” means, in respect ofan Early Contribution Payment, the earlier of (x) the Business Day on whichsuch Early Contribution Payment is made, or (y) the tenth (10th) Business Day after each dateon which Net Proceeds are received.

“Early Contribution Payment” means a payment onaccount of the Contribution Amount determined pursuant to Section 3 hereof.

“Effective Date” has the meaning set forth inthe Glossary.

“Entity” has the meaning set forth in theGlossary.

“Exit Financing”  means one or more financing facilities in anamount equal to the amount of any unsecured financing (whether for borrowedmoney or credit support) provided by any Entity (including any Entity of theABB Group) to Lummus and any Subsidiaries of Lummus, on or after the LummusEffective Date pursuant to one or more “exit” financing facilities provided topermit Lummus access to indebtedness for borrowed money or credit support forits post-effective date funding and credit support needs and to consummate theLummus Plan, and including any refinancing, amendment or modification thereof,which amount shall be determined by Lummus, and if so determined by Lummus, maybe at least equal to the sum of (A) the Pre-Petition Short-Term Working CapitalFinancing; (B) any DIP Financing; and (C) any additional financing requirements(whether for borrowed money or credit support) of Lummus and any Subsidiariesof Lummus on and after the Lummus Effective Date.

For purposes of this Contribution Agreement, a financingfacility will not be considered secured solely (A) because such financingfacility provides that a lender may require cash collateral (not in excess ofamounts customarily required in the relevant marketplace in a 

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comparable arms’ length transaction) in respect ofreimbursement obligations related to credit enhancements, or the creation andperfection of security interests in deposit accounts (including cash sweeps),or (B) by the taking of any actions by any party to any such financing facilityin furtherance of any the foregoing; provided that any such arrangements areand remain subject to the subordination provisions (which provisions may beincorporated by cross-reference to this Contribution Agreement) identical inall material respects to the terms set forth in Sections 10(b), 10(c) and 10(d)hereof.

“Final Order” has the meaning set forth in theGlossary.

“Glossary” means the Glossary of Terms for thePlan Documents Pursuant To Combustion Engineering Inc.’s Plan of Reorganizationadopted pursuant to the CE Plan.

“Injunction Default” has the meaning set forthin the Glossary.

“Lummus” means ABB Lummus Global Inc., aDelaware corporation.

“Lummus Chapter 11”  means a “pre-packaged” proceeding underChapter 11 of Title 11 of the United States Code in respect of Lummus.

“Lummus Effective Date” means the “effectivedate” of the Lummus Plan.

“Lummus Ordinary Course of Business” means theordinary course of business of Lummus and its Subsidiaries, consistent in allmaterial respects with the manner in which it was conducted prior to March 15,2005; provided, that the licensing and sale of technology for the oil& gas, refining and petrochemical industries, in a manner consistent in allmaterial respects with Lummus’s practices prior to March 15, 2005, shall bedeemed part of the Lummus Ordinary Course of Business at all times.

“Lummus Plan” has the meaning set forth in theGlossary.

“Lummus Petition Date” means the date on whichLummus files a voluntary petition to initiate a Lummus Chapter 11.

“Lummus Rights” means the rights and interestsgranted pursuant to the Lummus Trust Note and the Pledge and Irrevocable Proxyto be executed in connection with the Lummus Trust Note pursuant to the LummusPlan.

“Lummus Trust” means the 524(g) Trust to becreated pursuant to the Lummus Plan.

“Lummus Trust Note” means the $33,000,000 Noteto be made by Lummus for the benefit of the Lummus Trust and to be executed onor about the Lummus Effective Date pursuant to the Lummus Plan.

“Lummus Trust Note Permitted Holder” means the “PermittedHolder” as defined in the Lummus Trust Note.

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“Net Proceeds” means, as of any time ofdetermination:

(A) the sum of

(i) the amount in Dollarsof (x) cash proceeds received at such time, if any, plus (y) the sum of alldeferred purchase price payments to be made in the future pursuant to CashEquivalents (without discount or other deduction) which Cash Equivalents arereceived at such time in connection with an Asset Sale or Complete StockDisposition, plus

(ii) (x) if such proceedsare received in respect of a Complete Stock Disposition, any Assumed Debt inrespect thereof plus the aggregate principal amount plus accrued interest onany Subordinated Intercompany Indebtedness or Exit Financing that remainsoutstanding immediately following the consummation of such Complete StockDisposition and, (y) if such proceeds are received in respect of an Asset Sale,the aggregate amount of any Assumed Debt (including the aggregate amount of anySubordinated Intercompany Indebtedness or Exit Financing, if any, assumed bythe purchaser in connection with such Asset Sale (which assumed amount shall bethe actual amount assumed by such purchaser which may be greater or less than$470,000,000)) less

(B) all Transaction Costs incurred by any Entities ofthe ABB Group through such time in respect of such Asset Sale or Complete StockDisposition (except to the extent such Transaction Costs have been applied toreduce previous payments of Net Proceeds).

In this definition of Net Proceeds, the term “received”means received at the time of determination by any Entity of the ABB Group orany designee of any such Entity.

“Notice of Transaction” means, in respect of anAsset Sale or a Complete Stock Disposition, a written notice prepared by Lummus(i) stating that an Asset Sale or Complete Stock Disposition has occurred, (ii)describing in reasonable detail the assets or stock sold pursuant to suchtransaction, (iii) setting forth the amount of gross cash proceeds and CashEquivalents resulting therefrom, (iv) setting forth the items and amounts ofTransaction Costs associated therewith and otherwise reconciling in allmaterial respects the gross cash proceeds and the Net Proceeds received as aresult of such transaction; (v) setting forth the amount of any payments madeor to be made pursuant to the Lummus Trust Note out of Net Proceeds and anyamounts described in Section 3(a)(i) taken into account in the calculation ofthe corresponding Early Contribution Payment; and (vi) setting forth the amountof the corresponding Early Contribution Payment.

 “Optional Contribution” means apayment by a Contributor or a Permitted Payor to the Permitted Holder inrespect of all or any portion of any Early Contribution Payment or theContribution Amount or any interest accrued thereon (including payments onaccount of the Contribution Amount made prior to the Scheduled ContributionDate).

“Permitted Holder” means, as of any date ofdetermination, the Asbestos PI Trust, or any assignee thereof that has acquiredall of the interests in this Contribution Agreement pursuant to Section 16hereof, as applicable on such date.

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“Permitted Payor” means any Entity (other thana Contributor) acting on behalf of, or designated by, a Contributor, providedthat such Entity can make the relevant payment without such payment beingsubject to rescission, avoidance, return or recovery on account of applicablefraudulent transfer, preference or other similar laws, or for any other reason.

“Pre-Petition Short-Term Working Capital Financing”means the indebtedness (whether for borrowed money or credit support, includingany indebtedness in respect of reimbursement of any amounts owed pursuant toany credit support arrangements) for principal, interest and other fees, costsand expenses outstanding as of the moment in time immediately prior to thefiling of the Lummus Chapter 11 on the Lummus Petition Date, for advances orloans made, or credit support provided, by any Entity of the ABB Group toLummus and/or its Subsidiaries between the Cutoff Date and the moment in timeimmediately prior to the filing the Lummus Chapter 11 by Lummus on the LummusPetition Date.

For the sake of clarity, Pre-Petition Short-TermWorking Capital Financing shall include all contingent obligations of Lummusand/or its Subsidiaries to any Entity of the ABB Group on account of creditsupport provided to Lummus and/or its Subsidiaries between the Cutoff Date andthe moment in time immediately prior to the filing of the Lummus Chapter 11 onthe Lummus Petition Date, but shall not include obligations (contingent orotherwise) of Lummus and/or its Subsidiaries to any Entity of the ABB Group onaccount of credit support obligations created or incurred prior to the CutoffDate, which obligations shall be considered part of the Subordinated IntercompanyIndebtedness.

“Pre-Petition Short-Term Working Capital FinancingSchedule” has the meaning set forth in Section 10(j) hereof.

“Prime Rate” means as of any date ofdetermination, the rate publicly announced on such date as the daily “primerate” by The Wall Street Journal (National Edition) for transactions inDollars.

“Remaining Contribution Amount” means, as ofany time of determination, the Contribution Amount minus the aggregate amountof all Optional Contributions and Early Contribution Payments paid prior to thetime of determination (except to the extent the obligations satisfied by anysuch payments have been reinstated and remain unpaid).

“Restricted Payments” means any of the following:

(1)           the declarationor payment of any dividend or distribution or the making of any other paymentor distribution on account or in respect of any Capital Stock in Lummus or anySubsidiary of Lummus (other than in respect of dividends or distributionspayable solely to Lummus or any Subsidiary of Lummus);

(2)           the purchase,redemption or other acquisition or retirement of any Capital Stock in Lummus orany Subsidiary of Lummus;

(3)           the making ofany payment on or with respect to, or the purchase, redemption, defeasance orother acquisition, retirement or satisfaction of any Subordinated IntercompanyIndebtedness;

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(4)           the making ofany loan, advance, distribution, contribution or other investment by Lummus orany of its Subsidiaries in or to any Entity of the ABB Group, other than withrespect to loans, advances or payments made in the Lummus Ordinary Course ofBusiness; or

(5)           the sale orother disposition by Lummus or any of its Subsidiaries to any Entity of the ABBGroup of any assets for less than fair market value;

provided, however, that (i) in thisContribution Agreement “Restricted Payments” shall not (A) (subject to Section10(b)) include any payments or distributions in respect of the Exit Financing,(B) include any payments or distributions on account of obligations incurred byLummus and its Subsidiaries pursuant to the CE Plan; and (ii) in thisdefinition “Entity of the ABB Group” shall not include Lummus or any Subsidiaryof Lummus.

“Scheduled Contribution Date” means April 21,2008.

“Subordinated Intercompany Indebtedness” meansthe amounts owed by Lummus or any of its Subsidiaries, in respect of:

(i) (A) at any time prior to the Lummus Petition Date,indebtedness and liabilities for borrowed money provided by ABB Treasury or anyEntity of the ABB Group in an amount equal to $470,000,000, or (B) on or afterthe Lummus Petition Date, indebtedness and liabilities for borrowed moneyprovided by ABB Treasury or any Entity of the ABB Group in an amount equal tothe greater of (x) $470,000,000, or (y) the amount of such indebtedness andliabilities for borrowed money actually outstanding as of the Cutoff Date, and

(ii) indebtedness and liabilities (whether fixed,matured, contingent or otherwise) existing or which may arise to any Entitiesof the ABB Group for or in respect of letters of credit or credit supportarrangements outstanding as of the Cutoff Date provided by any such Entities(including any reimbursement or indemnity obligations or liabilities foramounts drawn or subject to being drawn after the Cutoff Date under suchletters of credit and other credit support arrangements outstanding as of theCutoff Date).

For the sake of clarity, Subordinated IntercompanyIndebtedness (A) does not include the Exit Financing, and (B) shall cease toinclude such indebtedness assumed by the purchaser in connection with suchAsset Sale and taken into account for the calculation of Net Proceeds pursuantto clause (A)(ii) of the definition of “Net Proceeds” if the amount of suchindebtedness is paid, as and to the extent provided in this ContributionAgreement, in respect of the Contribution Amount to the Permitted Holder, or,as and to the extent provided in the Lummus Trust Note to the Lummus Trust NotePermitted Holder, as applicable.

“Subordinated Intercompany Indebtedness Schedule”has the meaning set forth in Section 10(k) hereof.

“Subsidiaries” shall have the meaning set forthin the Glossary.

“Transaction Costs” means, in respect of anAsset Sale or a Complete Stock Disposition, the aggregate amount in Dollars of(1) the actual reasonable transaction fees, expenses and other reasonableout-of-pocket costs incurred by any Entity of the ABB Group 

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directly relating to the relevant Asset Sale orComplete Stock Disposition, including reasonable legal, accounting, investmentbanking and brokerage fees and sales commissions; and (2) direct and reasonableout-of-pocket costs and expenses incurred by any Entity of the ABB Groupresulting from currency exchanges and any applicable exchange controls andother restrictions on cross-border transfers of funds relating to the relevanttransaction (without duplication in respect of any such costs and expensestaken into account in the conversion of any proceeds pursuant to Section 5 orthe determination of Net Proceeds).

“Wholly-Owned Subsidiary” means, with respectto any Entity as of any time of determination, any Subsidiary of such Entity100% of the Capital Stock of which such Entity owns or controls at that time,directly or indirectly through another Subsidiary.

Whenever the context may require, any pronoun shallinclude the corresponding masculine, feminine and neuter forms.  All references herein to Sections, Exhibitsand Schedules shall be deemed references to Sections of, and Exhibits andSchedules to, this Contribution Agreement unless the context shall otherwiserequire.

Unless otherwise indicated, the term “including” means“including without limitation”, except when used in the computation of timeperiods.

For purposes of the computation of time periods,whenever the Contribution Agreement provides for an event to occur “within” aspecified number of days of a preceding event, it shall mean that the latterevent shall occur before the close of business on the last of the specifieddays, and the day on which the preceding event occurs shall not be included inthe computation of days elapsed.  Theword “from” means “from and including”, “after” means “after and excluding”,and “to” and “until” means “to and including”.

# **2.     Payment of Contribution Amount**.  Not later than 2:00 PM New York City time onthe Scheduled Contribution Date, the Contributors shall pay the RemainingContribution Amount in full to the Permitted Holder.

# **3.     Early Contribution Payments**.

## (a)   EarlyContribution Payments.

### (i)            On each Early Contribution Date (ifany), and with respect to Net Proceeds (if any) received prior to the EffectiveDate, within ten (10) Business Days after the Effective Date, the Contributorsshall make a payment to the Permitted Holder, on account of the ContributionAmount, in an amount equal to the lesser of (A) the Net Proceeds received inrespect of the relevant Asset Sale or Complete Stock Disposition, or (B) theRemaining Contribution Amount then outstanding as of the Early ContributionDate; provided, however, that no Early Contribution Payment willbe due and payable in respect of (1) up to the first $33,000,000 of NetProceeds received (to the extent such amounts are used or required to be usedpursuant to the Lummus Trust Note to make payments thereunder), and any otherNet Proceeds used or required to be used to make payments of interest pursuantto the Lummus Trust Note, in each case on account of any Asset Sale or CompleteStock Disposition, (x) if the Lummus Effective 

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### Date hasoccurred and Lummus has continuing obligations under the Lummus Trust Note asof the date the relevant Net Proceeds are received, or (y) if the LummusPetition Date has occurred and Lummus is then seeking confirmation of theLummus Plan as of the date of receipt of any such Net Proceeds, or (2) withoutduplication and in addition to (1) above, at the Contributors’ election fromtime to time up to an aggregate of $25,000,000 of other Net Proceeds. For thesake of clarity, if as of any time all or any portion of the first $33,000,000of Net Proceeds are received by any Entity of the ABB Group or any designee ofany such Entity, either (xx) the Lummus Petition Date has not occurred, (yy)the Lummus Petition Date has occurred and Lummus is not then seekingconfirmation of the Lummus Plan, or (zz) the Lummus Effective Date has occurredand Lummus has no continuing obligations under the Lummus Trust Note, then, inany such event, an Early Contribution Payment (determined in accordance withthe first sentence of this Section) will be due and payable in respect of theamount of Net Proceeds (including all or any portion of the first $33,000,000of such Net Proceeds) received as of such time. Together with the payment ofeach Early Contribution Payment, Lummus will deliver a Notice of Transaction tothe Permitted Holder pursuant to Section 19 hereof.

### (ii)           For purposes of this Section 3(a) (A)cash proceeds will be deemed “received” on the Business Day when such proceedsfirst are credited as immediately available funds in the bank account of anEntity of the ABB Group that is the recipient thereof or any designee of suchEntity and (B) Cash Equivalents issued or required to be issued by a purchaserpursuant to or in connection with the terms of any Asset Sale or Complete StockDisposition shall be deemed “received” on the date of closing of the relevantAsset Sale or Complete Stock Disposition.

## (b)   InsufficientInformation to Determine Net Proceeds. If prior to delivering a Notice ofTransaction the Contributors are not able to determine the actual amount of NetProceeds due to insufficient information as to the amount of the TransactionCosts, the Contributors shall estimate the amount of the Transaction Costs ingood faith based on the information available to them at such time, and thecorresponding Early Contribution Payment shall be paid based on such good faithestimate. Reasonably promptly after becoming aware of reasonably sufficientinformation to determine the definitive amount of Transaction Costs, anyshortfall in the amount of the corresponding Early Contribution Payment shallbe paid to the Permitted Holder.

# **4.     Default Rate.**If any payment pursuant to Section 2 or Section 3 is not made on the date duetherefor, the Contributors shall pay to the Permitted Holder interest on suchpayment, and such interest shall accrue at a fixed rate equal to the Prime Rateplus four percent (4%) per annum (“Default Rate”). Interest shallcontinue to accrue until the past due payment (and all interest thereon) hasbeen paid in full and shall be payable without demand by the Permitted Holder.

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# **5.     Calculation of Foreign Currency Cash Proceeds; Allocation of Proceeds.**

## (a)   Ifany cash proceeds are received, or Transaction Costs are incurred, in respectof any Asset Sale or Complete Stock Disposition by any Entity of the ABB Groupin any currency other than Dollars (the “foreign currency”), the valueof such cash proceeds or Transaction Costs in Dollars shall be (i) if therelevant Entity of the ABB Group converts such foreign currency into Dollars inaccordance with its normal banking and cash management procedures, the actualamount of Dollars received by such Entity, or (ii) determined by applying theapplicable “noon buying rate” in New York City, New York for cable transfers inforeign currencies as certified for customs purposes by the Federal ReserveBank of New York on the first Business Day following receipt of the NetProceeds in respect of the underlying Asset Sale or Complete Stock Disposition.****

## (b)   Ifproceeds are received by any Entity of the ABB Group (or any Entity designatedby any Entity of the ABB Group) from a transaction in which thatEntity concurrently undertakes an Asset Sale and a sale of other assets,or a Complete Stock Disposition and a sale of other assets, the amount of theproceeds of such transaction to be allocated to such Asset Sale or Complete StockDisposition shall be (A) the value assigned to the Asset Sale or Complete StockDisposition in good faith by the parties to the corresponding transaction inthe underlying transaction documents or, (B) if no such value has beenassigned, such fair market value of the assets or Lummus Capital Stock sold insuch transaction as is determined reasonably and in good faith by the Board ofDirectors of the Entity of the ABB Group that is the selling party in suchtransaction.                

# **6.     Optional Contributions**.

## (a)   TheContributors’ obligation to make all or any portion of any Early ContributionPayment or to pay the Remaining Contribution Amount may be satisfied by directpayment of such amounts by a Permitted Payor.

## (b)   Tothe extent any Early Contribution Payment or the Remaining Contribution Amountis timely paid by a Permitted Payor, the Contributors’ obligations in respectof the amounts paid shall be deemed satisfied and the Contributors shall not beconsidered in default in respect of such amounts so paid.

## (c)   AnyPermitted Payor and any Contributor may at any time make payments of OptionalContributions.

# **7.     Representations and Warranties**.  Each Contributor hereby represents andwarrants to the Asbestos PI Trust that as of the Effective Date:

## (a)   SuchContributor has the right, power, legal capacity and authority to execute anddeliver this Contribution Agreement. This Contribution Agreement has been duly authorized by all necessarycorporate action and has been duly executed and delivered by such Contributor.

## (b)   ThisContribution Agreement is a legal, valid and binding obligation of suchContributor, enforceable in accordance with its terms, except as enforceabilitymay be limited by applicable bankruptcy, insolvency, reorganization, moratoriumor similar laws affecting the

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## enforcement ofcreditors’ rights generally and by general equitable principles (whetherenforcement is sought by proceedings at law or in equity).

## (c)   Theexecution, delivery and performance by such Contributor of this ContributionAgreement does not conflict with, result in a breach of any of the provisionsof, or constitute a default under, the certificate of incorporation or by-lawsof such Contributor, or any other material agreement or material contract bywhich such Contributor is bound or any applicable material law or materialorder, rule or regulation of any court or governmental agency havingjurisdiction over such Contributor.

## (d)   Nomaterial order, permission, consent, approval, license, authorization,registration or filing by or with any governmental agency having jurisdictionover such Contributor is required for the execution and delivery of thisContribution Agreement, other than for such orders, permissions, consents,approvals, licenses, authorizations, registrations or filings that have alreadybeen made or obtained and are in force and effect as of the date hereof.

## (e)  (i) ABB Ltd is the indirect beneficial owner of 100% of the Capital Stock ofLummus, and (ii) ABB Holdings owns 100% of the Capital Stock of Lummus.

## (f)    Theorganizational chart reflecting the ownership interests in ABB Asea, ABBHoldings, ABB Inc., Lummus and its Subsidiaries attached as Exhibit Ahereto is true and correct in all material respects as of the Effective Date.

## (g)  Other than with respect to (A) such actions related to the case pursuant toChapter 11 of the Bankruptcy Code of Combustion Engineering, Inc., and (B) suchactions, if any, related to a possible case pursuant to Chapter 11 of theBankruptcy Code of Lummus, such Contributor has not taken, any action, (nor tothe best of its knowledge, have any steps been taken or legal proceedings beenstarted against it) for winding-up, dissolution or reorganization, theenforcement of any security interest over its material assets or for theappointment of a receiver, administrative receiver, or administrator, trusteeor similar office of it or any of its material assets.

## (h)   SinceAugust 19, 2005, except for actions related to the possible commencement of acase pursuant to Chapter 11 of the Bankruptcy Code of Lummus, Lummus hasconducted its business in accordance with the Lummus Ordinary Course ofBusiness.

## (i)    Theprovisions of Section 17 hereof (exclusive of Section 17(d)), as applied to ABBLtd and ABB Asea, do not contravene any mandatory provisions of applicableSwiss law to which such Entity may be subject.

# **8.     Liability for Representations and Warranties by the Contributors**.  Notwithstanding any other provision in thisContribution Agreement to the contrary, each Contributor shall only be liablefor breaches of the representations and warranties made only by itself in thisContribution Agreement, and shall not be liable for any breach of anyrepresentations and warranties made by any other Contributor.

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# **9.     Payments**.

## (a)   Allpayments to be made hereunder or in respect hereof shall be made in Dollars bywire transfer of immediately available funds to the Permitted Holder inaccordance with such wire transfer instructions that are provided by thePermitted Holder from time to time. Upon request by the Permitted Holder, eachContributor shall provide, or cause to be provided, the Federal Reserve Bankwire reference numbers and other wire information related to any paymentshereunder.

## (b)   Allpayments hereunder or in respect hereof shall be made in full, without any reduction,set-off, counterclaim or any deduction or withholding whatsoever, including forany and all present or future taxes.

## (c)   Wheneverany payment (including payment of the Contribution Amount on the ScheduledContribution Date) to be made under this Contribution Agreement shall be statedto be due on a day that is not a Business Day, such payment shall be made onthe next succeeding Business Day.

## (d)   Theobligations hereunder or in respect of any payments contemplated hereby shall,notwithstanding the rate of exchange actually applied in rendering suchconversion, be discharged only in the amount of Dollars in fact received by thePermitted Holder.

## (e)   Tothe extent that any Entity makes a payment to the Permitted Holder on accountof this Contribution Agreement, which payment or any part thereof issubsequently rescinded or avoided, or must otherwise be restored or returned bythe Permitted Holder whether upon insolvency, bankruptcy or reorganization orotherwise, then, to the extent of the amount of such payment, the part of theobligations under this Contribution Agreement which has been paid, reduced orsatisfied by such payment shall be reinstated and continue to be in full forceand effect as of the time immediately preceding such payment, reduction orsatisfaction.

# **10.  Certain Covenants**

## (a)   Subordinationof the Restricted Payments. The Permitted Holder shall be entitled toreceive payment in full of the Contribution Amount in accordance with the termsof this Contribution Agreement before Lummus or any of its Subsidiaries makesany payments or distributions of, or in respect of, the Restricted Payments.

Lummus agrees, and theContributors agree to cause Lummus and each of its Subsidiaries not to make anysuch payment of Restricted Payments without the prior written consent of thePermitted Holder; provided, however, that any Entity of the ABBGroup shall be permitted at all times to take any actions and further stepsthat any such Entity of the ABB Group deems reasonably appropriate or advisable(including the filing of proofs of claim and the commencement of legal actions)to perfect, preserve and/or maintain any right, priority and interest it mayhave in respect of any indebtedness or other obligations of Lummus or any ofthe Subsidiaries of Lummus (including any Restricted Payments), which actionsand further steps shall nevertheless be subject to the provisions of thisSection 10.

The Contributors and ABBTreasury agree not to exercise, and agree to cause any other Entity of the ABBGroup not to exercise, any right of set-off or any other right or action 

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that would result in the making of a RestrictedPayment, without the prior consent of the Permitted Holder.

## (b)   Subordinationof the Exit Financing. Nothing in this Contribution Agreement (includingthis Section 10) shall prohibit any Entity (including Lummus and itsSubsidiaries) from making or accepting payments or distributions or consentingto or exercising rights of set-off or taking other actions to make or acceptpayment in respect of the Exit Financing; provided, however, thatLummus and its Subsidiaries shall not, and the Contributors agree to causeLummus and its Subsidiaries not to, make, and no holder of Exit Financing shallaccept, any payments or distributions or consent to any right of set-off ortake any other action to make payment in respect of any Exit Financing, withoutthe prior written consent of the Permitted Holder (i) after any ContributionEvent of Default has occurred, or (ii) if upon the consummation of the first tooccur, if any, of (A) any sale resulting in the sale of all or substantiallyall of the assets of Lummus and its Subsidiaries, or (B) a Complete StockDisposition resulting in the sale or disposition of all of the Capital Stock ofLummus, and after giving effect to the Early Contribution Payments required tobe made following such Asset Sales or Complete Stock Disposition and to anyOptional Contributions paid prior to such time, the Contribution Amount has notbeen paid in full; and provided, further, that any Entity of theABB Group is permitted at all times to take any actions and further steps itdeems reasonably appropriate or advisable (including the filing of proofs ofclaim and the commencement of legal actions) to perfect, preserve and/ormaintain its right, priority and interest in such Exit Financing, which actionsand further steps shall nevertheless be subject to the provisions of thisSection 10. Whether the Exit Financing is provided by an Entity of the ABBGroup or by any other Entity, the terms and conditions of subordination inrespect of Exit Financing shall include subordination provisions (whichprovisions may be incorporated by cross-reference to this ContributionAgreement) identical in all material respects with the terms of this Section 10(b)and with the terms of Sections 10(c) and 10(d) hereof.

## (c)   Transferof Proceeds. Should any payment or distribution prohibited by Section10(a), Section 10(b) or Section 10(i), as applicable, be received by any Entityof the ABB Group, the Contributors shall cause the receiving Entity of the ABBGroup, to the extent of the Remaining Contribution Amount at the time, toreceive and hold the same for the benefit of the Permitted Holder and toforthwith upon the earlier of (A) request in writing of the Permitted Holder or(B) such Entity having actual knowledge that such payment or distribution isprohibited by Section 10(a), Section 10(b) or Section 10(i), as applicable,deliver the same to the Permitted Holder, in the form received (accompanied bythe endorsement or assignment of the Contributors or any other Entity of theABB Group, as applicable, where necessary), for application to the RemainingContribution Amount, whether or not then otherwise due; provided, however,that in respect of the first $33,000,000 of any payments or distributions, pluspayments or distributions in an amount equal to interest payable in respectthereof pursuant to the Lummus Trust Note, that would otherwise be payable tothe Permitted Holder pursuant to this Section 10(c), and that pursuant to theterms of the Lummus Trust Note or the Settlement Agreement (as defined in theLummus Trust Note) are to be paid to the Lummus Trust Note Permitted Holder,such payments or distributions (without duplication in respect of amountspayable, if any, to the Lummus Trust Note Permitted Holder pursuant to Section3(a)(i) hereof) will be payable to the Lummus Trust Note Permitted Holder, andnot to the Permitted Holder. The Contributors will cause each relevant Entityof the ABB Group to mark its books, records and any chattel paper or 

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## instruments documenting the Subordinated Intercompany Indebtedness,Exit Financing or DIP Financing, as applicable, with a conspicuous legendstating that payments and distributions in respect of such obligations aresubject to certain restrictions and terms of subordination pursuant to thisContribution Agreement.

## (d)   NoImplied Obligations. With respect to the Restricted Payments or the ExitFinancing, as applicable, the Contributors undertake to perform only theobligations specifically set forth in this Contribution Agreement, and noimplied covenants or obligations with respect to the Restricted Payments or theExit Financing, as applicable, will be read into this Contribution Agreementagainst the Contributors. Neither the Contributors nor any other Entity of theABB Group will be deemed to owe any fiduciary duties to the Permitted Holder orany other Entity pursuant to this Section 10.

## (e)   CashDisposition. Except with the prior written consent of the Permitted Holder,the Contributors will not consummate, and will not permit any other Entity ofthe ABB Group to consummate, any Asset Sale or Complete Stock Dispositionproviding for consideration other than in cash, Cash Equivalents or AssumedDebt.

## (f)    Limitationon Issuance of Capital Stock. Except with the prior written consent of thePermitted Holder, Lummus will not, and will cause its Subsidiaries not to,issue any shares of Capital Stock, except for: (i) transfers and replacementsof outstanding shares of Capital Stock, (ii) stock splits, stock dividends andissuances which do not decrease the percentage of ownership in Lummus or itsSubsidiaries, as applicable, of the corresponding holder of Capital Stock, or(iii) with respect to the Subsidiaries of Lummus organized under laws otherthan the laws of a state of the United States, to qualify directors to theextent required by applicable law. Nothing in this Section 10(f) will prohibitany Contributor from granting, or restrict the ability of any Contributor togrant, the Lummus Rights in accordance with the Lummus Plan and thisContribution  Agreement.

## (g)   SubordinatedIntercompany Indebtedness.

### (i)            Except with the prior writtenconsent of the Permitted Holder,  anycreditor in respect of the Subordinated Intercompany Indebtedness shall beeither ABB Treasury, ABB Holdings or any Entity of the ABB Group provided,however, that any such creditor shall be bound by Section 10(a), 10(c)and 10(d) of this Contribution Agreement, or by subordination provisions (whichprovisions may operate by cross-reference to this Contribution Agreement)identical in all material respects with the terms of Sections 10(a), 10(c) and10(d) hereof.

### (ii)           Without the prior written consent ofthe Permitted Holder, ABB Treasury and any other creditor in respect of theSubordinated Intercompany Indebtedness, will not sell, assign, transfer orotherwise dispose of its interest in the Subordinated IntercompanyIndebtedness, whether in whole or in part, unless the acquirer of such interestis an Entity of the ABB Group and agrees in a manner reasonably acceptable tothe Permitted Holder to be bound by Section 10(a), 10(c) and 10(d) of thisContribution Agreement or by subordination 

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### provisions(which provisions may operate by cross-reference to this ContributionAgreement) identical in all material respects with the terms of Sections 10(a),10(c) and 10(d) hereof.

## (h)   Accessto Certain Information. Upon reasonable request by the Permitted Holder,ABB Ltd shall make one or more appropriate employees of the ABB Groupavailable, via teleconference for a reasonable period of time during suchemployees’ regular business hours, to discuss the ABB Group’s plans andactivities, if any, with respect to any actual or prospective Asset Sale orComplete Stock Disposition; provided, however, that (i) ABB Ltdshall be under no obligation to provide such access more than once during anyfiscal quarter, (ii) before ABB Ltd provides any such information, thePermitted Holder shall provide ABB Ltd with a written confidentiality agreementin form and substance reasonably acceptable to ABB Ltd, and (iii)notwithstanding (ii) above, ABB Ltd shall be under no obligation to provide anyinformation that it believes may jeopardize the success of any such plans oractivities (including any potential transaction) or would violate the terms ofany confidentiality obligation applicable to any Entity of the ABB Group.

## (i)    Subordinationof DIP Facility.

### (i)            Nothing in this ContributionAgreement (including this Section 10) shall prohibit any Entity (includingLummus and its Subsidiaries) from making or accepting payments or distributionsor consenting to or exercising rights of set-off or taking other actions tomake or accept payment in respect of the DIP Financing; provided, however, thatLummus and its Subsidiaries shall not, and the Contributors agree to causeLummus and its Subsidiaries not to, make, and no holder of the DIP Financingshall accept, any payments or distributions or consent to any right of set-offor take any other action to make payment in respect of any DIP Financing,without the prior written consent of the Permitted Holder (i) after anyContribution Event of Default has occurred, or (ii) if upon the consummation ofthe first to occur, if any, of (A) any sale resulting in the sale of all orsubstantially all of the assets of Lummus and its Subsidiaries, or (B) aComplete Stock Disposition resulting in the sale or disposition of all of theCapital Stock of Lummus, and after giving effect to the Early ContributionPayments required to be made following such Asset Sales or Complete StockDisposition and to any Optional Contributions paid prior to such time, theContribution Amount has not been paid in full; and provided, further,that any Entity of the ABB Group is permitted at all times to take any actionsand further steps it deems reasonably appropriate or advisable (including thefiling of proofs of claim and the commencement of legal actions) to perfect,preserve and/or maintain its right, priority and interest in such DIPFinancing, which actions and further steps shall nevertheless be subject to theprovisions of this Section 10.  The termsand conditions of the DIP Financing shall include subordination provisions (whichprovisions may be incorporated by cross-reference to this ContributionAgreement) identical in all material respects with the terms of this Section10(i) and with the terms of Sections 10(c) and 10(d) hereof.

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### (ii)           The DIP Financing shall be unsecured.The DIP Financing will not be considered secured solely because such  DIP Financing provides that a lender mayrequire cash collateral (not in excess of amounts customarily required in therelevant marketplace in a comparable arms’ length transaction) in respect ofreimbursement obligations related to credit enhancements, or the creation andperfection of security interests in deposit accounts (including cash sweeps),or by the taking of any actions by any party to any such financing facility infurtherance of any the foregoing.

## (j)    Scheduleof Pre-Petition Short Term Working Capital Financing.  Not later than three (3) Business Days afterthe Lummus Petition Date, Lummus shall deliver to the Asbestos PI Trust aschedule describing the Pre-Petition Short Term Working Capital Financing (the “Pre-PetitionShort-Term Working Capital Financing Schedule”) setting forth the amount ofthe Pre-Petition Short-Term Working Capital Financing and the items ofindebtedness constituting such financing, which Pre-Petition Short-Term WorkingCapital Financing Schedule shall conspicuously provide (in 12-point (or larger)bold type at least on the top of the first page thereof) that failure to objectin writing within ten (10) Business Days after receipt thereof shall constituteirrevocable approval thereof, and shall become final and binding upon theparties hereto if not objected to by the Asbestos PI Trust in writing asincluding items of indebtedness that are not Pre-Petition Short-Term WorkingCapital Financing within ten (10) Business Days after receipt thereof.  If the Asbestos PI Trust timely objects inwriting, Lummus and the Asbestos PI Trust shall negotiate in good faith, inorder to resolve the objections presented by the Asbestos PI Trust. If Lummusand the Asbestos PI Trust are not able to reach an agreement as to the items ofindebtedness included in the Pre-Petition Short-Term Working Capital FinancingSchedule within fifteen (15) Business Days after the receipt of the writtenobjection made by the Asbestos PI Trust, Lummus or the Asbestos PI Trust shallbe entitled to submit the dispute to arbitration pursuant to the provisions ofSection 17(b)(B) hereof.

## (k)   Scheduleof Subordinated Intercompany Indebtedness. Not later than three (3) Business Days after the Lummus Petition Date,Lummus will deliver to the Asbestos PI Trust a schedule describing theSubordinated Intercompany Indebtedness (the “Subordinated IntercompanyIndebtedness Schedule”) setting forth the amount of the SubordinatedIntercompany Indebtedness and the items of indebtedness constituting suchfinancing, which Subordinated Intercompany Indebtedness Schedule shallconspicuously provide (in 12-point (or larger) bold type at least on the top ofthe first page thereof) that failure to object in writing within ten (10)Business Days after receipt thereof shall constitute irrevocable approvalthereof, become final and binding upon the parties hereto if not objected to bythe Asbestos PI Trust in writing as including items of indebtedness that arenot Subordinated Intercompany Indebtedness within ten (10) Business Days afterreceipt thereof.  If the Asbestos PITrust timely objects in writing Lummus and the Asbestos PI Trust shallnegotiate in good faith in order to resolve the objections presented by the AsbestosPI Trust. If Lummus and the Asbestos PI Trust are not able to reach anagreement as to the items of indebtedness included in the SubordinatedIntercompany Indebtedness Schedule within fifteen (15) Business Days after thereceipt of the written objection made by the Asbestos PI Trust, Lummus or theAsbestos PI Trust shall be entitled submit the dispute to arbitration pursuantto the provisions of Section 17(b)(B) hereof.

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## (l)    CertainFinancing to be provided by Entities of the ABB Group. Anything in thisContribution Agreement notwithstanding, all Subordinated IntercompanyIndebtedness, Pre-Petition Short-Term Working Capital Financing and DIPFinancing shall be provided solely by Entities of the ABB Group.

# **11.  Termination**. Upon theContribution Amount having been paid in full, any and all obligations underthis Contribution Agreement shall be discharged and this Contribution Agreementwill terminate without any further action by the parties thereto or any otherEntity (except to the extent all or any portion of the Contribution Amount isreinstated pursuant to Section 9(e) hereof). Promptly upon such termination, the Permitted Holder shall execute anddeliver to the Contributors, at the Contributors’ sole cost and expense, suchdocuments as are reasonably requested by the Contributors to fully document thepayment, termination and discharge of all obligations hereunder.

# **12.  Severability**.  Whenever possible, each provision of thisContribution Agreement will be interpreted in such manner as to be effectiveand valid under applicable law, but if any provision of this ContributionAgreement or the entry into by any party to this Contribution Agreement is heldto be invalid, void, voidable, illegal, unenforceable or rejected in anyrespect under any applicable law or rule in any jurisdiction, such event willnot affect any other provision or the effectiveness or validity of anyprovision in any other jurisdiction, including by reason of the rejectionhereof, or the obligations of any other party to this Contribution Agreement,and this Contribution Agreement will be reformed, construed and enforced insuch jurisdiction as if such invalid, void, voidable, illegal, unenforceable orrejected provision had never been contained herein or such party had neverjoined herein.

# **13.  Complete Agreement**. This Contribution Agreement embodies the complete agreement andunderstanding between the parties hereto in respect of the subject matterhereof and supersedes, preempts and terminates all other prior understandings,agreements or representations by or among the parties hereto, written or oral,to the extent relating thereto.

# **14.  Counterparts**. This Contribution Agreement may be executed (including by facsimile) inseparate counterparts, each of which will be deemed to be an original and allof which taken together will constitute one and the same agreement.

# **15.  No Third Party Beneficiaries**.  There are no third party beneficiaries ofthis Contribution Agreement and nothing in this Contribution Agreement, expressor implied, is intended to confer on any Entity other than the parties heretoand their respective successors, and assigns, any rights, remedies, obligationsor liabilities; provided, however, that until such time when the Asbestos PITrust is not the Permitted Holder, the trustees of the Asbestos PI Trust arethird party beneficiaries of this Contribution Agreement, with full right,power and authority to enforce the Asbestos PI Trust’s rights hereunder.

# **16.  Assignment.**

## (a)   ThisContribution Agreement shall be binding upon each Contributor and upon thesuccessors and permitted assigns of such Contributor and shall inure to thebenefit of the Permitted Holder and its successors and permitted assigns.

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## (b)   Neitherthe Asbestos PI Trust nor any Permitted Holder may assign nor transfer any ofits rights or obligations under this Contribution Agreement without the priorwritten consent of the Contributors (such consent not to be unreasonablywithheld, conditioned or delayed); provided, however, that (A)the Asbestos PI Trust or a Permitted Holder, as applicable, shall under nocircumstance (except upon the occurrence and during the continuance of aContribution Event of Default) be permitted to assign or transfer less than allof its rights and obligations under this Contribution Agreement, and anyassignment or transfer must be made in compliance with federal, state and otherapplicable securities laws, (B) following any assignment or transfer by theAsbestos PI Trust, no failure by any Contributor to perform any of itsobligations under this Contribution Agreement shall cause or be the basis foran Injunction Default; and (C) the consent of the Contributors shall not berequired for any assignment or transfer consummated after the occurrence of aContribution Event of Default (unless the effects of such event have beenexpressly waived in writing).

## (c)   Noneof Contributors may assign or transfer its rights or obligations under thisContribution Agreement without the prior written consent of the PermittedHolder, such consent not to be unreasonably withheld, conditioned or delayed.

## (d)   Notwithstandingthe preceding paragraph, however, neither such sentence nor anything else inthis Contribution Agreement shall restrict at any time the ability of anyContributor to merge with or into, sell all or substantially all of its assetsto, or otherwise consolidate with or into, any Entity which immediatelyfollowing such transaction, is a direct or indirect Wholly Owned Subsidiary ofABB, provided, however, that prior to and immediately after suchtransaction (unless the Permitted Holder consents otherwise in writing) (i) ifthe original Contributor is an Entity organized under the laws of a state ofthe United States of America or the District of Columbia (a “Domestic Entity”),the surviving or succeeding Entity (which includes any Entity to which all orsubstantially all of the assets of such Contributor have been transferred) is aDomestic Entity, or if the original Contributor is an Entity other than aDomestic Entity (a “Foreign Entity”), then the surviving or succeedingEntity (which includes any Entity to which all or substantially all of theassets of such Contributor have been transferred) may be a Domestic Entity or aForeign Entity; (ii) the surviving or succeeding Entity shall have, aftergiving effect to the relevant transaction, a Consolidated Net Worth equal to orgreater than the Consolidated Net Worth of the original Contributor; (iii) noContribution Event of Default shall exist immediately following theconsummation of such transaction; (iv) such transaction does not conflict with,or result in a breach of, any of the provisions of, or constitute a defaultunder, the certificate of incorporation or the by-laws of such Contributor orsuch surviving or succeeding Entity or any other material agreement or materialcontract by which such Contributor or such surviving or succeeding Entity isbound or any applicable law, or any applicable order, rule or regulation of anycourt or governmental agency having jurisdiction; (v) the consummation of suchtransaction shall not materially impair the relevant Contributor’s ability toperform pursuant to this Contribution Agreement, (vi) at least 10 days prior toconsummation of such transaction, such Contributor shall deliver to thePermitted Holder written notice of its intent to consummate such transaction,and (vii) at the closing of such transaction, the surviving or succeedingEntity shall deliver, or cause to be delivered, to the Permitted Holder acertificate from an officer to the effect that such officer has reviewed this ContributionAgreement for purposes of giving such certificate, that such officer isfamiliar with the facts related to the transaction being consummated and thatsuch officer certifies that such transaction 

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## complies in all material respects with the provisions of this Section16 and is being undertaken for a valid business purpose.

## (e)   Priorto, or concurrently with, the consummation of any such merger, sale of assetsor consolidation pursuant to Section 16(d), as applicable, the surviving orsucceeding Entity shall by written instrument in form and substance reasonablyacceptable to the Permitted Holder expressly assume the rights and obligationsof the applicable Contributor hereunder, whereupon such Entity shall be thesuccessor of all rights and obligations of the original applicable Contributorhereunder, with the same effect as if it had been originally named herein.

## (f)    TheContributors shall be responsible for and shall pay upon demand all reasonablecosts and expenses incurred by the Permitted Holder (including reasonable legalfees and expenses) in connection with the transactions proposed by theContributors pursuant to Section 16 (d) (whether or not such transaction is infact consummated).

## (g)   Anyassignment in breach of this Section 16 shall be null and void, and shall nottransfer any interest in this Contribution Agreement to any other Entity.

# **17.  Governing Law; Submission to Jurisdiction; Injunction Default, etc.**.

## (a)   ThisContribution Agreement, and the rights and obligations of the parties hereunder,shall be governed by and construed in accordance with the laws of the State ofNew York.

## (b)   Withrespect to claims, suits, actions, proceedings, and other disputes arising outof, in respect of or relating to this Contribution Agreement (such claims,suits, actions, proceedings, and other disputes, the “Claims”) againstany Contributor other than ABB Ltd or ABB Asea, each such Contributor herebyirrevocably submits to the jurisdiction of the Bankruptcy Court for theDistrict of Delaware or the United States District Court for the District ofDelaware (the “Courts”), or, if both such Courts are not permitted underapplicable law to exercise jurisdiction with respect to the matter in question,then at the sole election of the Permitted Holder to the jurisdiction of anyother federal or state court in the state, county and city of New York, NewYork or in the county of New Castle or the city of Wilmington, Delaware.

With respect to Claimsagainst ABB Ltd or ABB Asea, all Claims shall be resolved at the sole electionof the Permitted Holder, and ABB Ltd and ABB Asea hereby irrevocably submit forthe limited purposes set forth in this paragraph only, to the jurisdiction of,(A) if by a court, by a court of competent jurisdiction in Zürich, except thata Claim or dispute relating to (i) a Contribution Payment Event of Default, or(ii) a Contribution Non-Payment Event of Default, shall be resolved at the soleelection of Permitted Holder by the Courts, or, if both such Courts are notpermitted under applicable law to exercise jurisdiction with respect to thematter in question, then at the election of the Permitted Holder in any federalor state court in the state, county and city of New York, New York or in thecounty of New Castle or the city of Wilmington, Delaware, or (B) pursuant tobinding arbitration under the Rules of Arbitration of the International Chamberof Commerce by one or more arbitrators appointed in accordance with 

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said Rules (with proceedings conducted at the electionof the Permitted Holder in London or New York).

Subject to the precedingparagraph, each of the parties to this Contribution Agreement hereby (x)submits to the jurisdiction of the courts as and for the limited purposedescribed above, and (y) agrees that any and all Claims may be brought, heardand determined in such courts.

Each of the parties tothis Contribution Agreement agrees that venue shall be proper in such courtsand hereby waives any objection or defense which it may now or hereafter haveto the laying of venue in such courts, including any of the foregoing basedupon the doctrine of *forum non conveniens*.Each of the parties hereto hereby agrees that all process which may be or berequired to be served in respect of any such Claim (including any pleading,summons or other paper initiating any such suit, action, proceeding, claim ordispute) may be served upon it, which service shall be sufficient for allpurposes, in the manner for the provision of notice under this ContributionAgreement and shall be deemed in every respect effective service of processupon such party when so given; provided, however, that serviceupon ABB Ltd or ABB Asea of any Claim filed in either of the Courts, or anyother court in the United States or in respect of any arbitration shall be effectiveonly upon the following person being served on behalf of ABB Ltd and ABB Asea(a) Theodore L. Freedman, Kirkland & Ellis LLP, 153 E. 53rd St., New York, New York 10022, Telefax212-446-4900; or (b) the Director of Administration of Kirkland & Ellis LLP’sNew York office, Kirkland & Ellis LLP, 153 E. 53rd St., New York, New York 10022, Telefax212-446-4900, or (c) as otherwise provided under applicable****law. Each of ABB Ltd and ABB Asea herebyirrevocably appoints and designates the attorneys identified in (a) and (b)above as its agents for service of process for the limited purpose set forthherein.

## (c)   Forthe avoidance of doubt, it is the parties intent that nothing in thisContribution Agreement (including Section 17(a) and Section 17(b) above) shallhave the effect of submitting any Entity of the ABB Group other than theContributors and the Permitted Holder (including any other Entity of the ABBGroup organized under the laws of a jurisdiction other than the laws of a stateof the United States) to the laws of the State of New York the State ofDelaware, the laws of the United States or the jurisdiction of the Courts orother court exercising United States federal or state jurisdiction.

## (d)   Nothingin this Section 17 shall require ABB Ltd or ABB Asea to violate any provisionsof Swiss criminal law to which it may be subject.

## (e)   Ifat any time the Permitted Holder asserts that the Contributors have failed tomake a payment pursuant to Section 3, 4 or 10(c) of this ContributionAgreement, which assertion is disputed by the Contributors reasonably and ingood faith, then notwithstanding anything else in this Contribution Agreement,the payment of the disputed amount (not including any portion of the amountthat is not disputed) will not be due hereunder (and no Injunction Default willbe deemed to have occurred as a result of the failure to make payment of suchdisputed amount) unless and until (i) the Permitted Holder and Contributorsagree that such disputed amount, or any portion thereof, is due, or (ii) thePermitted Holder’s Claim with respect to such disputed amount is decided by aFinal Order of a court or arbitrator acting pursuant to

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## this Section17 against any Contributor (the amount, if any, agreed upon by the PermittedHolder and the Contributors or determined by such court or arbitrator to be dueand payable to the Permitted Holder in respect of such dispute pursuant to aFinal Order, as applicable, the “Disputed Payment”) in which event (A)such Disputed Payment will be deemed due and payable for all purposes only ten(10) days after the relevant order became a Final Order of such court orarbitrator, or after resolution of such dispute by agreement of the PermittedHolder and the Contributors, as applicable; and (B) interest at the DefaultRate shall accrue on the Disputed Payment from the date such Disputed Paymentwas originally due pursuant to this Contribution Agreement without regard toany dispute (as agreed by the parties or as determined by the Final Order courtor arbitrator) until such Disputed Payment together with interest at theDefault Rate is paid in full. For the avoidance of doubt, no Injunction Defaultwill be deemed to have occurred as a result of the failure to make a payment inrespect of a disputed amount, unless and until the corresponding DisputedPayment remains unpaid on the date set forth in (A) above.

## (f)    NoContribution Event of Default, Injunction Default or any other breach ordefault under this Contribution Agreement shall result solely by reason ofLummus not obtaining for any reason whatsoever approval from a bankruptcy courtpursuant to the Lummus Chapter 11 of its obligations under this ContributionAgreement; provided, however, that nothing in this Section 17(f)and no failure of a bankruptcy court to approve this Contribution Agreement inthe Lummus Chapter 11 shall discharge or otherwise limit, modify or affect theliabilities or obligations of the Contributors (other than Lummus) to satisfyand perform the other terms and conditions of this Contribution Agreement.

# **18.  Remedies**. The parties hereto acknowledge and agree that due to the unique natureof the transactions contemplated hereby money damages will not be an adequateremedy for any breach of the provisions of this Contribution Agreement and thatany party hereto will have the right to injunctive relief or specificperformance, in addition to all of its other rights and remedies at law or inequity, to enforce the provisions of this Contribution Agreement.

# **19.  Notices**.  Allnotices required or permitted under this Contribution Agreement must be inwriting and will be deemed to be delivered and received (i) if personallydelivered or if delivered by the United States Postal Service, facsimile orcourier service, when actually received by the party to whom notice is sent or(ii) with respect to parties located other than within the United States, ifdeposited with the United States Postal Service (whether actually received ornot), at the close of business on the third Business Day after the day whenplaced in the mail, postage prepaid, certified or registered with returnreceipt requested, addressed to the appropriate party or parties, at the addressof such party or parties set forth below (or at such other address as suchparty may designate by written notice to all other parties in accordance withthis Section 19); provided that to be effective any notice to the Contributorsmust also be sent via facsimile or via an internationally reputable courierservice to ABB Ltd or ABB Asea (which notice shall be effective whether or notreceived by ABB Ltd or ABB Asea as long as received by the principal partybeing given such notice in the manner set forth herein):

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#  

| **If to ABB Ltd or ABB  Asea:******Kirkland & Ellis LLP** **Citigroup Center  153 E. 53rd Street  New York, NY 10022-4675  Attn: Theodore L. Freedman  Facsimile: (212) 446-4900                                                                                                             | *With copies  to, which  shall not  constitute  notice:* | ABB Ltd  Affolternstrasse 44  CH-8050 Zürich  Switzerland  Attn: General Counsel  Facsimile: (41) 43-317-79-92                                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                       | * *                                                 |                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                       | * *                                                 |                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                       | * *                                                 |                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                       | * *                                                 |                                                                                                                                                |
| **If  to ABB Holdings, ABB  Inc. and/or Lummus:******c/o ABB Holdings, Inc.  ABB Lummus Global Inc.  501 Merritt 7, 6th Floor  P.O. Box 5308  Norwalk, CT 06856-5308  Attn: General Counsel/Chief  Financial Officer  Facsimile: (203) 750-2307*(if sending overnight  packages use zip code  06851)* | *With copies  to, which  shall not  constitute  notice:* | ABB Ltd  Affolternstrasse 44  CH-8050 Zürich  Switzerland  Attn: General Counsel  Facsimile: (41) 43-317-79-92                                 |
| *** ***                                                                                                                                                                                                                                                                                               | * *                                                 |                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                       |                                                     | Kirkland & Ellis LLP  Citigroup Center  153 E. 53rd Street  New York, NY 10022-4675  Attn: Theodore L. Freedman  Facsimile: (212) 446-4900 |
|                                                                                                                                                                                                                                                                                                       |                                                     |                                                                                                                                                |
| **If  to the Asbestos PI Trust:******Combustion Engineering  524(g) Asbestos PI Trust:  c/o L. Tersigni Consulting,  P.C.  1010 Summer Street,  Suite 201 Stamford, CT 06905  Attn: Loreto T. Tersigni,  Managing Trustee  Facsimile: (203) 252-2562                                                       | *With copies  to, which  shall not  constitute  notice:* | Stutzman, Bromberg, Esserman &  Plifka  2323 Bryan Street, Suite 2200  Dallas, TX 75201  Attn: Sander L. Esserman  Facsimile: (214) 969-4999    |

 

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# **20.          Costs and Expenses.** The Contributors agree toreimburse the Asbestos PI Trust upon demand all reasonable and directout-of-pocket costs and expenses, including all reasonable attorney’s fees andexpenses which may be incurred by the Asbestos PI Trust in enforcing thisContribution Agreement or the Guarantees or protecting the rights of theAsbestos PI Trust hereunder or thereunder.

# **21.          Amendments and Waivers**.  Any provision of this Contribution Agreementmay be amended or waived only with the prior written consent of each of theparties, or its successors and assigns, as applicable, hereto.

# **22.          Third Party Beneficiaries.**The Contributors agreeand acknowledge that, until such time as the Asbestos PI Trust is not thePermitted Holder, the trustees of the Asbestos PI Trust are third partybeneficiaries of this Contribution Agreement, with full right, power andauthority to enforce the Asbestos PI Trust’s rights under this ContributionAgreement.

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# **23.         EnglishLanguage**.  ThisContribution Agreement is executed and shall be construed in the Englishlanguage, and the English language version shall prevail over all others.  All instruments, agreements, certificates,opinions and other documents to be furnished or communications to be given ormade under the Contribution Agreement shall be in the English language.

IN WITNESS WHEREOF, the parties hereto have executedthis Contribution Agreement as of the date first written above.
|   | ABB LTD                   |
|--------|---------------------------|
|   |                      |
|   | By:                       | /s/ J.G. Scriven | /s/ | Francois P. Champagne |
|   |                      | Name: |  John Scriven |   | Francois P. Champagne |
|   |                      | Title: |  General  Counsel |   | Senior Counsel |
|   |                      |   |
|   |                      |   |
|   | ABB HOLDINGS INC.         |
|   |                      |
|   |                      |
|   | By:                       |   | /s/ John Brett |
|   |                      | Name: |  John Brett |
|   |                      | Title: |  Vice President,  Secretary and General Counsel |
|   |                      |   |
|   |                      |   |
|   | ABB INC.                  |
|   |                      |
|   | By:                       | /s/ E. Barry  Lyon |
|   |                      | Name: |  E. Barry Lyon |
|   |                      | Title: |  Assistant  Secretary |
|   |                      |   |
|   |                      |   |
|   | ABB LUMMUS GLOBAL INC.    |
|   |                      |
|   | By:                       | /s/ MJ Ford |
|   |                      | Name: |  MJ Ford |
|   |                      | Title: |  Vice President  and Controller |
|   |                      |   |
|   |                      |   |
|   | ABB ASEA BROWN BOVERI LTD |
|   |                      |
|   | By:                       | /s/ J.G. Scriven | /s/ | Francois P. Champagne |
|   |                      | Name: |  John Scriven | Francois P. Champagne |
|   |                      | Title: |  General  Counsel | Senior Counsel |

 

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|        | ABB TREASURY CENTER (USA) INC. (SOLELY  FOR PURPOSES OF SECTIONS 10(a), 10(b), 10(c),  10(d) and 10(g)). |
|--------|----------------------------------------------------------------------------------------------------------|
|   |                                                                                                     |
|   | By:                                                                                                      | /s/  Daniel Hagmann |
|   |                                                                                                     | Name: | Daniel Hagmann |
|   |                                                                                                     | Title: | President |
|   |                                                                                                     |   |
|   |                                                                                                     |   |
|   | COMBUSTION ENGINEERING 524(g) ASBESTOS PI  TRUST                                                         |
|   |                                                                                                     |
|   | By:                                                                                                      | /s/  Ken M. Kawaichi |
|   |                                                                                                     | Name: | Hon. Ken M. Kawaichi (retired) |
|   |                                                                                                     | Title: | Trustee |
|   |                                                                                                     |   |   |
|   |                                                                                                     |   |   |
|   | By:                                                                                                      | /s/  Ellen S. Pryor |
|   |                                                                                                     | Name: | Ellen S. Pryor |
|   |                                                                                                     | Title: | Trustee |
|   |                                                                                                     |   |   |
|   |                                                                                                     |   |   |
|   | By:                                                                                                      | /s/  Loreto T.  Tersigni |
|   |                                                                                                     | Name: | Loreto T. Tersigni |
|   |                                                                                                     | Title: | Trustee |

 

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Exhibit A

Organizational Chart

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