Exhibit 2.5  CLIFFORD
  CHANCE LLPCONFORMED COPY   ABB CAPITAL B.V.  PROGRAMME FOR THE ISSUANCE
OFUP TO U.S. $5,250,000,000 DEBT INSTRUMENTS  
  DEED OF COVENANT


THIS DEED OF COVENANT is made on 17 December 2008  
 BY  (1)ABB
CAPITAL B.V.(the Issuer)  IN FAVOUR OF  (2)THE
ACCOUNTHOLDERS (as defined below); and  (3)THE PERSONSfor the time
being and from time to time registered as holders of the Registered Instruments
referred to below (the Holders
of Registered Instruments and, together with the Accountholders, the Beneficiaries);  WHEREAS  (A)The Issuer has established a programme (the Programme) for the issuance of debt
instruments (the Instruments),
in connection with which it has entered into a dealership agreement dated 17 December 2008
(the Dealership Agreement) and a fiscal
agency agreement dated 17 December 2008 (the FiscalAgency Agreement).  (B)Instruments may be issued on a listed or unlisted basis.  The Issuer has made an application to the SIX
Swiss Exchange (SIX) for the
approval of the Programme.  For a period
of twelve months following such approval Instruments issued under the Programme
can be submitted for listing on SIX.  (C)Instruments issued under the Programme may be issued in bearer form
(Bearer Instruments) or in
registered form (Registered Instruments).  Bearer Instruments may be in the form of
either a temporary global instrument in bearer form (the Temporary Global Instrument) or a
permanent global instrument in bearer form (the Permanent Global Instrument). 
Such Instruments may be represented initially by a Temporary Global
Instrument exchangeable in accordance with its terms for a Permanent Global
Instrument or, as the case may be, definitive instruments (the Definitive Instruments) and/or (if the
Temporary Global Instruments so provides) Registered Instruments.  Permanent Global Instruments are, in
accordance with their respective terms, exchangeable for Definitive Instruments
and/or (if the Permanent Global Instrument so provides) Registered
Instruments.  References herein to a Global Instrument shall, as the context
may require, be to a Permanent Global Instrument or, as the case may be, a
Temporary Global Instrument.  (D)The Issuer wishes to constitute the Registered Instruments by deed
poll and to make arrangements for the protection of the interests of
Accountholders in the event that any Temporary Global Instrument or Permanent
Global Instrument becomes void in accordance with its terms.  NOW THIS DEED OF COVENANT WITNESSES as follows:  1.INTERPRETATION  1.1Definitions  1


All terms and
expressions which have defined meanings in the Information Memorandum, the
Dealership Agreement or the Fiscal Agency Agreement shall have the same
meanings in this Deed of Covenant except where the context requires otherwise
or unless otherwise stated.  In addition,
in this Deed of Covenant the following expressions have the following meanings:  Accountholder means any accountholder with a Clearing
System which at the Determination Date has credited to its securities account
with such Clearing System one or more Entries in respect of a Global
Instrument, except for any Clearing System in its capacity as an accountholder
of another Clearing System;  Clearing System means each of Euroclear Bank S.A./N.V.,
Clearstream, Luxembourg, and any other clearing system specified in the
relevant Pricing Supplement;  Conditions has the meaning given in the Information
Memorandum except that, in relation to any particular Tranche of Instruments,
it means the Conditions (as defined in the Information Memorandum) as
supplemented, amended and/or replaced by the relevant Pricing Supplement, and
any reference to a numbered Condition shall be construed accordingly;  Determination Date means, in relation to any Global
Instrument, the date on which such Global Instrument becomes void in accordance
with its terms;  Direct Rights means the rights referred to in Clause 3.1 (Direct Rights - Creation);  Entry means, in relation to a Global Instrument, any entry
which is made in the securities account of any Accountholder with a Clearing
System in respect of Instruments represented by such Global Instrument; and  Principal Amount means, in respect of any Entry, the aggregate
principal amount of the Instruments to which such Entry relates.  1.2Clauses  Any reference
in this Deed of Covenant to a Clause is, unless otherwise stated, to a clause
hereof.  1.3Other
agreements  All references
in this Deed of Covenant to an agreement, instrument or other document
(including the Information Memorandum, the Dealership Agreement and the Fiscal
Agency Agreement) shall be construed as a reference to that agreement,
instrument or other document as the same may be amended, supplemented, replaced
or novated from time to time.  In
addition, in the context of any particular Tranche of Instruments, each
reference in this Deed of Covenant to the Information Memorandum shall be
construed as a reference to the Information Memorandum as supplemented and/or
amended by the relevant Pricing Supplement.  2


1.4Legislation  Any reference
in this Deed of Covenant to any legislation (whether primary legislation or
regulations or other subsidiary legislation made pursuant to primary
legislation) shall be construed as a reference to such legislation as the same
may have been, or may from time to time be, amended or re-enacted.  1.5Headings  Headings and
sub-headings are for ease of reference only and shall not affect the
construction of this Deed of Covenant.  1.6Benefit
of Deed of Covenant  Any
Instruments issued under the Programme on or after the date of this Deed of
Covenant shall have the benefit of this Deed of Covenant but shall not have the
benefit of any subsequent deed of covenant relating to the Programme (unless
expressly so provided in any such subsequent deed).  2.THE
REGISTERED INSTRUMENTS  The Issuer
hereby constitutes the Registered Instruments and covenants in favour of each
Holder of a Registered Instrument that it will duly perform and comply with the
obligations expressed to be undertaken by it in each Registered Instrument and
in the Conditions (and for this purpose any reference in the Conditions to any
obligation or payment under or in respect of the Instruments shall be construed
to include a reference to any obligation or payment under or pursuant to this
provision).  3.DIRECT
RIGHTS  3.1Creation  If any Global
Instrument representing all or part of a Tranche of Instruments becomes void in
accordance with its terms, each Accountholder shall have against the Issuer all
rights (Direct Rights) which such
Accountholder would have had in respect of the Instruments if, immediately
before the Determination Date in relation to that Global Instrument, it had
been the Holder of Definitive Instruments and/or Registered Instruments of that
Tranche, duly executed, authenticated and issued, in an aggregate principal
amount equal to the Principal Amount of such Accountholders Entries relating
to such Global Instrument including (without limitation) the right to receive
all payments due at any time in respect of such Definitive Instruments and/or
Registered Instruments as if such Definitive Instruments and/or Registered
Instruments had (where required by the Conditions) been duly presented and
(where required by the Conditions) surrendered on the due date in accordance
with the Conditions. Anything which might prevent the issuance of Definitive
Instruments and/or Registered Instruments in an aggregate principal amount
equal to the Principal Amount of any Entry of any Accountholder shall be
disregarded for the purposes of this Clause 3.1, but without prejudice to its
effectiveness for any other purpose.  3.2No
Further Action  No further
action shall be required on the part of the Issuer or any other person:  3


3.2.1Direct
Rights: for
the Accountholders to enjoy the Direct Rights; or  3.2.2Benefit
of the Conditions: for each Accountholder to have the benefit of
the Conditions as if they had been incorporated mutatis
mutandisinto this Deed of Covenant,  provided, however, that nothing herein shall entitle any Accountholder to receive any
payment in respect of any Global Instrument which has already been made.  4.EVIDENCE  4.1Records  The records of
the Clearing Systems shall, absent manifest error, be conclusive as to the
identity of the Accountholders and the respective amounts of Instruments
credited to their securities accounts and a statement issued by a Clearing
System setting out:  4.1.1Name:  the name of the
Accountholder in respect of which it is issued; and  4.1.2Principal
Amount:  the
Principal Amount of any Entry credited to the securities account of such
Accountholder with such Clearing System on any date,  Shall, absent
manifest error, be conclusive evidence for all purposes of this Deed of
Covenant.  4.2Determination
Date  If a Clearing
System determines the Determination Date, such determination shall be binding
on all Accountholders with such Clearing System.  5.DEPOSIT
OF DEED OF COVENANT  This Deed of
Covenant shall be deposited with and held by the Fiscal Agent for so long as
the Programme remains in effect and thereafter until the date on which all the
obligations of the Issuer under or in respect of the Instruments (including,
without limitation, its obligations under this Deed of Covenant) have been
discharged in full.  The Issuer hereby
acknowledges the right of every Beneficiary to the production of this Deed of
Covenant.  6.STAMP
DUTIES  The Issuer
shall pay all stamp, registration and other similar taxes and duties (including
any interest and penalties thereon or in connection therewith) which may be
payable upon or in connection with the execution and delivery of this Deed of
Covenant, and shall indemnify each Beneficiary against any claim, demand,
action, liability, damages, cost, loss or expense (including, without
limitation, legal fees and any applicable value added tax) which it may incur
or which may be made against it as a result or arising out of or in relation to
any failure to pay or delay in paying any of the same.  4


7.BENEFIT
OF DEED OF COVENANT  7.1Deed
Poll  This Deed of
Covenant shall take effect as a deed poll for the benefit of the Beneficiaries
from time to time.  Delivery of this Deed
of Covenant shall be deemed to take place upon execution hereof.  7.2Benefit  This Deed of
Covenant shall enure to the benefit of each Beneficiary and its (and any subsequent)
successors and assigns, each of which shall be entitled severally to enforce
this Deed of Covenant against the Issuer.  7.3Assignment  The Issuer
shall not be entitled to assign or transfer all or any of its rights, benefits
and obligations hereunder.  Each
Beneficiary shall be entitled to assign all or any of its rights and benefits
hereunder.  8.PARTIAL
INVALIDITY  If at any time
any provision hereof is or becomes illegal, invalid or unenforceable in any
respect under the laws of any jurisdiction, neither the legality, validity or
enforceability of the remaining provisions hereof nor the legality, validity or
enforceability of such provision under the laws of any other jurisdiction shall
in any way be affected or impaired thereby.  9.NOTICES  9.1Address
for notices  All notices
and other communications to the Issuer hereunder shall be made in writing (by
letter or fax) and shall be sent to the Issuer at:  Burgemeester
Haspelslaan 65, 5/F NL-1181
Amsterdam The
Netherlands  Fax:
  + 31 20
  4459844Attention:
  Business
  Administration  or to such
other address, telex number or fax number or for the attention of such other
person or department as the Issuer has notified to the holders of Instruments
in the manner prescribed for the giving of notices in connection with the
Instruments.  9.2Effectiveness  Every notice
or other communication sent in accordance with Clause 8.1 (Address for
notices) shall be effective, if sent by letter or fax, upon receipt
by the Issuer, provided, however, that any such
notice or other communication which would otherwise take effect after 4.00 p.m.
on any particular day shall not take effect until 10.00 a.m. on the
immediately succeeding business day in the place of the Issuer.  5


10.LAW
AND JURISDICTION  10.1Governing
law  This Deed of
Covenant and all non-contractual obligations arising out of or in connection
with this Deed of Covenant are governed by English law.  10.2English
courts  The courts of
England have exclusive jurisdiction to settle any dispute (a Dispute), arising out of or in connection with this Deed of
Covenant (including a dispute regarding the existence, validity or termination
of this Deed of Covenant or any non-contractual obligation arising out of or in
connection with this Deed of Covenant) or the consequences of its nullity.  10.3Appropriate
forum  The Issuer
agrees that the courts of England are the most appropriate and convenient
courts to settle any Dispute and, accordingly, that it will not argue to the
contrary.  10.4Rights
of the Accountholders to take proceedings outside England  Clause 10.2 (English courts) is for the benefit of the Beneficiaries
only.  As a result, nothing in this
Clause 10 (Law and jurisdiction) prevents the
Beneficiaries from taking proceedings relating to a Dispute (Proceedings) in any other courts with jurisdiction.  To the extent allowed by law, the
Beneficiaries may take concurrent Proceedings in any number of jurisdictions.  10.5Process
agent  The Issuer
agrees that the documents which start any Proceedings and any other documents
required to be served in relation to those Proceedings may be served on it by
being delivered to ABB Limited at Daresbury Park, Daresbury, Warrington
WA4 4BT, Cheshire or, if different, its registered office for the time
being or at any address of the Issuer in Great Britain at which process may be
served on it in accordance with Part XXIII of the Companies Act 1985.  If such person is not or ceases to be
effectively appointed to accept service of process on behalf of the Issuer, the
Issuer shall, on the written demand of any Beneficiary addressed to the Issuer
and delivered to the Issuer appoint a further person in England to accept
service of process on its behalf and, failing such appointment within 15 days,
any Beneficiary shall be entitled to appoint such a person by written notice
addressed to the Issuer and delivered to the Issuer.  Nothing in this paragraph shall affect the
right of any Beneficiary to serve process in any other manner permitted by
law.  This clause applies to Proceedings
in England and to Proceedings elsewhere.  11.MODIFICATION  The Fiscal
Agency Agreement contains provisions for convening meetings of holders of
Instruments to consider matters relating to the Instruments, including the
modification of any provision of this Deed of Covenant.  Any such modification may be made by
supplemental deed poll if sanctioned by an Extraordinary Resolution and shall
be  6


binding on all
Beneficiaries (to the extent that this Deed of Covenant relates to the relevant
Series of Instruments).  IN WITNESS
whereof this Deed of Covenant has been executed by the Issuer and is intended
to be and is hereby delivered on the date first before written.  EXECUTED
  as a deed
  )by ABB CAPITAL B.V.
  )acting by
  ))
  ALFRED STORCK)
  BRIAN VAN REIJN  7