Exhibit 2.4  CLIFFORD
  CHANCE LLPCONFORMED COPY   ABB CAPITAL
B.V.  as Issuer  PROGRAMME FOR
THE ISSUANCE OF DEBT INSTRUMENTS   
  DEALERSHIP
AGREEMENT  
   17 December 2008


CONTENTS  Clause
  
  Page1.
  Definitions
  22.
  Issuance Of Instruments
  43.
  Representations, Warranties And
  Undertakings By The Issuer And Abb Ltd
  74.
  Undertakings By The Dealers
  155.
  Indemnity
  166.
  Costs And Expenses
  187.
  Notices And Communications
  198.
  Changes In Dealers
  209.
  Increase In Authorised Amount
  2010.
  Change In Issuers
  2111.
  Law And Jurisdiction
  2212.
  Modification And Amendment
  2213.
  Counterparts
  2214.
  Contracts (Rights Of Third
  Parties) Act 1999
  22SCHEDULE 1
  SELLING RESTRICTIONS
  23SCHEDULE
  2
  CONDITIONS
  PRECEDENT
  28SCHEDULE
  3
  DEALER
  ACCESSION LETTER
  30SCHEDULE
  4
  SPECIMEN
  FORM OF RECORD OF RELEVANT AGREEMENT APPROPRIATE WHERE A GROUP OF
  DEALERS ARE JOINTLY AND SEVERALLY AGREEING TO SUBSCRIBE FOR THE RELEVANT
  INSTRUMENTS
  32SCHEDULE
  5
  NOTICE
  OF INCREASE OF AUTHORISED AMOUNT
  34SCHEDULE
  6
  UNDERTAKING
  FROM NEW ISSUER
  35SCHEDULE
  7
  NOTICE
  DETAILS
  36


THIS
DEALERSHIP AGREEMENT is made on 17 December 2008.  BETWEEN  (1)ABB CAPITAL B.V.(ACBV) (the Issuer which
expression shall include any New Issuer (as defined in Clause 10.2) which has
become a party to this Agreement as an Issuer and shall exclude any entity
which shall have ceased to be a party to this Agreement as an Issuer);  (2)ABB LTD; and  (3)MORGAN STANLEY & CO. INTERNATIONAL PLC(the Dealer, which expression shall
include any institution(s) appointed as a dealer in accordance with Clause
8.1(b), together with the Dealer, the Dealers
and, save as specified herein, excludes any institution(s) whose
appointment as a Dealer has been terminated in accordance with Clause 8.1(a) provided
that where any such institution has been appointed as Dealer in relation to a
particular Tranche (as defined below) of Instruments, the expression Dealer
or Dealers shall only mean or include such institution in relation to such
Tranche).  WHEREAS  (A)The Issuer established a programme (the Programme)
for the issuance of debt instruments (the Instruments,
which expression shall refer only to those debt instruments issued under the
Programme), in connection with which Programme the Issuer has entered into the
Fiscal Agency Agreement and has executed and delivered the Deed of Covenant,
referred to below.  (B)ABB Ltd has given certain undertakings to the Issuer pursuant to a
keep-well agreement effective as of 31 March 2000 (the Keep-Well Agreement), which expressions
shall include, where the context so admits, any keep-well agreement between ABB
Ltd and a New Issuer.  The Keep-Well
Agreement is not a guarantee by ABB Ltd of the Instruments.  (C)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.  (D)The parties hereto wish to record the arrangements agreed between
them in relation to the issue by the Issuer and the subscription by Dealers
from time to time of Instruments.  1


IT IS
AGREED as follows:  1.DEFINITIONS  1.1All terms and expressions which have defined meanings in the
Information Memorandum shall have the same meanings in this Agreement except
where the context requires otherwise or unless otherwise stated.  In addition, for the purposes of this
Agreement:  this Agreement
includes any amendment or supplement hereto (including any supplemental
agreement executed pursuant to Clause 8.1(b) and any undertaking executed
pursuant to Clause 10.2(i)) and the expressions herein and hereto shall be
construed accordingly;  Annual Report
means the most recently published publicly available audited financial
statements of the Issuer or, as the case may be, ABB Ltd, whether consolidated
or non-consolidated (including the report of the auditors thereon);  Authorised Amount
means the amount of United States Dollars (U.S.$)
5,250,000,000 or such other amount as may have been authorised pursuant to
Clause 9 hereof;  a Condition
means the terms and conditions of the Instruments as appearing in the
Information Memorandum or, in relation to any Tranche or Series of
Instruments, such terms and conditions as the same may be amended or
supplemented or replaced as described in the relevant Pricing Supplement or
Pricing Supplements and any reference to a numbered Condition is to the
correspondingly numbered provision thereof; and Terms and
Conditions should be construed accordingly;  Constitutive Documents
means the constitutional documents of the Issuer or ABB Ltd, being, in the case
of ACBV its articles of association and, in the case of ABB Ltd, the extract
from the Swiss Commercial Register (Handelsregister)
and its articles of incorporation;  Deed of Covenant
means the deed of covenant dated 17 December 2008 and executed by the
Issuer, as the same may be amended or supplemented from time to time and
includes, where the context so admits, any deed of covenant executed by a New
Issuer and Deed of Covenant means in
relation to any Issuer, the Deed of Covenant executed and delivered by it;  Fiscal Agent
means Fortis Banque Luxembourg S.A. in its capacity as fiscal agent, which
expression shall include any successor(s) thereto;  Fiscal Agency Agreement
means the fiscal agency agreement dated 17 December 2008 made between the
Issuer, the Fiscal Agent, the Paying Agents and the Registrars, as amended or
supplemented from time to time;  FSMA means the
Financial Services and Markets Act 2000;  Information Memorandum
means the information memorandum dated 17 December 2008 prepared in
connection with the application for Instruments to be approved by SIX,  2


together with any information incorporated
therein by reference, as the same may be amended, supplemented, updated and/or
substituted from time to time and any further information memorandum prepared
in connection with the admission to the listing, trading and/or quotation of
the Instruments on any other listing authority, stock exchanges and/or
quotation system on which any Instruments may from time to time be admitted to
listing, trading and/or quotation (as such further information memorandum may
be amended, supplemented, updated and/or substituted from time to time);  Listing Agent
means Homburger AG in its capacity as listing agent, which expression shall
include any successor(s) thereto;  London business day
means a day on which commercial banks are open for business in London
(including dealings in foreign exchange and foreign currency deposits);  Paying Agents
means Fortis Banque (Suisse) S.A. in its capacity as paying agent, and such
expression shall also include the Fiscal Agent and any substitute or additional
paying agents appointed in accordance with the Fiscal Agency Agreement;  Pricing Supplement
means a pricing supplement prepared in relation to the relevant Tranche on the
basis of the form in the Information Memorandum;  Relevant Agreement
means an agreement (oral or in writing) between the Issuer, ABB Ltd and any
Dealer(s) for the issue by the Issuer and the subscription as principal by
such Dealer(s) (or on such other basis as may be agreed between the
Issuer, ABB Ltd and the relevant Dealer(s) at the relevant time) of any
Instruments which shall include, without limitation, any agreement in the form
or based on the form set out in Schedule 4 (Specimen
Form of Record of Relevant Agreement Appropriate Where a Group of Dealers
are Jointly and Severally Agreeing to Subscribe for the Relevant Instruments);  Relevant Dealer
means, in relation to a Relevant Agreement which is made between the Issuer,
ABB Ltd and more than one Dealer, the institution specified as such in the
Pricing Supplement and/or such Relevant Agreement; and, in relation to a
Relevant Agreement which is made between the Issuer, ABB Ltd and a single
Dealer, such Dealer;  Registrars
means Fortis Banque Luxembourg S.A. and Registrar
means, in relation to any Series of Instruments in registered form, the
Principal Registrar as specified in the relevant Pricing Supplement;  Series means a
Tranche of Instruments or Tranches of Instruments which are identical except
that the issue date, the first payment of interest and, if so specified in the
relevant Pricing Supplement, the denomination thereof may be different (and
save that a Series may comprise Instruments in bearer form and Instruments
in registered form);  a subsidiary of
the Issuer or ABB Ltd means a company the financial statements of which are, in
accordance with applicable law and generally accepted accounting principles,
consolidated with those of the Issuer or, as the case may be, ABB Ltd;  Stabilising Manager
means, in relation to any Tranche of Instruments, the Dealer specified as the
Stabilising Manager in the Pricing Supplement relating to such Tranche;  3


Tranche means
Instruments, the terms of which are identical (whether as to currency,
interest, maturity or otherwise), which are the subject of the same Pricing
Supplement and which have the same issue date (save that a Tranche may comprise
Instruments in bearer form and Instruments in registered form); and  Transparency
Directive means a European Union Directive implementing the
European Commissions proposal for a Directive of the European Parliament and
of the Council on the harmonisation of transparency requirements with regard to
information about issuers whose securities are admitted to trading on a
regulated market in the European Union (2003/0045 (COD)).  1.2Any Instruments issued on or after the date of this Agreement shall
be issued pursuant to this Agreement. 
This does not affect the rights or obligations of any party under any
previous dealership agreement entered into in connection with the Programme
with respect to any Instruments issued prior to the date of this Agreement.  1.3All references in this Agreement to an agreement, instrument or
other document (including the Fiscal Agency Agreement, the Deed of Covenant and
the Information Memorandum) 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.  2.ISSUANCE OF INSTRUMENTS  2.1The Issuer, ABB Ltd and the Dealer(s) agree that any
Instruments which may from time to time be agreed between the Issuer, ABB Ltd
and any Dealer(s) to be issued by the Issuer and subscribed by such Dealer(s) shall
be issued and subscribed on the basis of, and in reliance upon, the
representations and warranties, undertakings and indemnities made or given or
provided to be made or given in this Agreement or in writing in any Relevant
Agreement or in writing in any other agreement between the Issuer, ABB Ltd and
the Dealer(s) in respect of the relevant Instruments.  Unless otherwise agreed, neither the Issuer
nor any Dealer is or shall be under any obligation to issue or, as the case may
be, subscribe any Instruments.  2.2Upon the conclusion of any Relevant Agreement and subject as
provided in Clause 2.3:  (a)the Relevant Dealer shall promptly confirm the terms of the Relevant
Agreement to the Issuer (with a copy to the Fiscal Agent or, if the Relevant
Agreement relates to the issue of Instruments in registered form, the
Registrar) in writing (by letter, telex, fax or e-mail);  (b)the Issuer shall promptly confirm, as appropriate, such terms to the
Fiscal Agent or, as the case may be, the Registrar in writing, and the Relevant
Dealer or, if such Dealer so agrees with the Issuer, the Issuer will prepare a
Pricing Supplement in relation to the relevant Instruments for approval (such
approval not to be unreasonably withheld or delayed) by the Issuer or, as the
case may be, the Relevant Dealer and for execution on behalf of the Issuer and
the relevant Dealer(s);  4


(c)the Issuer shall on the agreed date of issue of the relevant
Instruments procure the issue of such Instruments in the relevant form (subject
to amendment and completion) scheduled to the Fiscal Agency Agreement and shall
procure their delivery to or to the order of the relevant Dealer(s);  (d)the Dealer(s) shall for value on the agreed date of issue of
the relevant Instruments procure the payment of the net subscription moneys
therefor (namely the agreed issue or sale price thereof plus any accrued
interest and less any agreed commissions, concessions or other agreed
deductibles) to or to the order of the Issuer by credit transfer to such
account as may have been specified by or on behalf of the Issuer to the
Relevant Dealer for the purpose; and  (e)where a single Dealer has agreed with the Issuer to subscribe a
particular tranche pursuant to this Clause 2, if requested by the Relevant
Dealer in relation to such Tranche the Issuer, ABB Ltd and the Relevant Dealer
shall enter into a subscription agreement based on the form set out in Schedule
4 to this Agreement or such other form as may be agreed between the Issuer, ABB
Ltd and the Relevant Dealer.  2.3The obligations of the Dealer(s) under Clause 2.2(d) are
conditional upon:  (a)the agreement by the Issuer and the Relevant Dealer to the terms of
the relevant Pricing Supplement;  (b)the execution of the relevant Pricing Supplement by or on behalf of
the Issuer and the relevant Dealer(s) and the delivery of a copy thereof
to each party;  (c)the delivery to or to the order of the Dealer(s) of the
temporary global instrument representing the relevant Instruments and/or, as
the case may be, the relevant Instruments in registered form to be held to the
order of the Issuer pending receipt by the Issuer of the net subscription
moneys payable to it in respect of the relevant Instruments;  (d)there having been, in the opinion of the Relevant Dealer acting in
good faith, since the date of the Relevant Agreement, no adverse change in the
financial condition of the Issuer or of ABB Ltd and its subsidiaries taken as a
whole that is material in the context of issuance under the Programme nor,
since the date of the Relevant Agreement, any change in the rating accorded by
an internationally recognised rating agency to any security of the Issuer or
ABB Ltd nor a change which has a material adverse effect on the financial
condition of the Issuer or of ABB Ltd and its subsidiaries taken as a whole;  (e)the truth and correctness in all material respects of the
representations and warranties on the part of the Issuer and ABB Ltd contained
herein or in writing in any Relevant Agreement or in writing in any other
agreement between the Issuer, ABB Ltd and the relevant Dealer(s) in
respect of the relevant Instruments and there having been no event rendering
untrue or incorrect in any material respect any of such representations or
warranties as though they had been made and given on the date of the Relevant
Agreement and on the agreed  5


date of issue of the relevant Instruments, with reference in each
case to the facts and circumstances then subsisting;  (f)neither the Issuer nor ABB Ltd being in material breach of any of
its undertakings set out herein or in writing in any Relevant Agreement or in
writing in any other agreement between the Issuer, ABB Ltd and the relevant
Dealer(s) in respect of the relevant Instruments;  (g)there having been, since the date of the Relevant Agreement and in
the opinion of the Relevant Dealer acting in good faith, no such change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls as would, in its view, be likely
to prejudice materially the placement, offering, distribution or sale of the
relevant Instruments (whether in the primary market or in respect of dealings
in the secondary market);  (h)the Dealers acting in good faith being satisfied that all
authorisations, consents, approvals, filings and registrations, if any,
required by any jurisdiction to which the Issuer or ABB Ltd is subject or in
the country of origin of the currency or currencies in which the relevant
Instruments are denominated or payable or required because of the term or other
characteristics of the relevant Instruments, having been obtained and being in
full force and effect or having been effected and, where relevant, certified
translations thereof into English having been supplied to the Relevant Dealer;
and  (i)(in the case of Instruments which are to be listed on SIX and/or
which are to be listed on such other stock exchange as may have been agreed
between the Issuer, ABB Ltd and the relevant Dealer(s)) SIX having approved the
Programme.  2.4The Relevant Dealer, on behalf of itself only, or, as the case may
be, the other Dealer(s) party to the Relevant Agreement in question may,
in its absolute discretion, waive any of the conditions set out in Clause 2.3
in writing to the Issuer in so far only as they relate to an issue of
Instruments by the Issuer to such Dealer(s) and any condition so waived
shall be deemed to have been satisfied as regards such Dealer(s) alone.  If any of the conditions set out in Clause
2.3 are not satisfied or, as the case may be, waived by the Relevant Dealer on
or before the issue date of any relevant Tranche, the Relevant Dealer shall,
subject as mentioned below, be entitled to terminate the Relevant Agreement
and, in that event, the parties to such Relevant Agreement shall be released
and discharged from their respective obligations thereunder (except for any
rights or liabilities which may have arisen pursuant to Clauses 3, 4, 5 or 6 of
this Agreement).  2.5If the Relevant Dealer, in connection with the distribution of any
Tranche of Instruments, offers Instruments in excess of the aggregate principal
amount to be issued or effects transactions with a view to stabilising or
maintaining the market price of the Instruments at levels other than those
which might otherwise prevail in the open market, it shall not in doing so be
deemed to act as agent of the Issuer but rather as principal.  The Issuer will not as a result of any action
taken by such Dealer under this Clause, be obliged to issue Instruments in
excess of the aggregate amount of Instruments agreed to be issued,  6


nor shall the Issuer be liable for any loss, or
entitled to any profit, arising from any excess offers or stabilisation.  2.6The Dealer who is specified in the applicable Pricing Supplement
relating to any Tranche of Instruments as the Stabilising Manager (or any duly
appointed person acting for such Stabilising Manager) may over-allot or effect
transactions with a view to supporting the market price of the Instruments of
the Series of which such Tranche forms part at a level higher than that
which might otherwise prevail. However, there is no assurance that the
Stabilising Manager (or any agent of the Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the Tranche of
Instruments is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Tranche of
Instruments and 60 days after the date of the allotment of the relevant Tranche
of Instruments. Such stabilising or over-allotment shall be conducted in
accordance with all applicable laws and rules. 
Any loss or profit sustained as a consequence of any such over-allotment
or stabilising shall, as against the Issuer, be for the account of the
Stabilising Manager(s).  3.REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY
THE ISSUER AND ABB LTD  3.1The following representations and warranties shall be made or given
by the Issuer and ABB Ltd, as appropriate, on the date hereof, on each date on
which the Information Memorandum is amended, supplemented, updated and/or
substituted and, in respect of each Tranche of Instruments agreed as contemplated
herein to be issued and subscribed, on the issue date and on the date on which
the Relevant Agreement is made (it being understood that any representations
and warranties made with respect to a Tranche of Instruments on their issue
date and on the date the Relevant Agreement relating thereto is made shall be
applicable only to the Instruments to be issued and sold on such issue date or
pursuant to such Relevant Agreement, as the case may be):  (a)each of the Issuer and ABB Ltd is duly incorporated and validly
existing under the laws of its jurisdiction of incorporation, with full power
and authority to conduct their respective businesses as described in the
Information Memorandum;  (b)  (i)the Issuer is and was empowered to enter into and comply with all
provisions of this Agreement, the Fiscal Agency Agreement, the Deed of
Covenant, the Keep-Well Agreement and the Relevant Agreement, to issue and
deliver the relevant Instruments (in relation to each Tranche of Instruments
agreed as contemplated herein to be issued by the Issuer and subscribed by the
relevant Dealer(s)) and to undertake and to perform the obligations expressed
to be assumed by it herein and therein;  (ii)ABB Ltd is and was empowered to enter into and comply with all
provisions of this Agreement and the Relevant Agreement and to undertake and to
perform the obligations expressed to be assumed by it herein and therein;  7


(c)  (i)this Agreement, the Fiscal Agency Agreement, the Deed of Covenant
and the Keep-Well Agreement have been duly authorised, executed and delivered
by the Issuer and constitute valid and legally binding obligations of the
Issuer in accordance with their respective terms and (in relation to each
Tranche of Instruments agreed as contemplated herein to be issued and
subscribed) the Relevant Agreement in respect of such Instruments constitutes
valid and legally binding obligations of the Issuer in accordance with its
terms;  (ii)this Agreement and the Relevant Agreement, when duly executed, in
respect of such Instruments each constitute valid and legally binding
obligations of ABB Ltd in accordance with its terms;  (d)(in
relation to each Tranche of Instruments agreed as contemplated herein to be
issued and subscribed) the Instruments have been duly authorised by the Issuer
and, when duly executed, authenticated and delivered in accordance with the
Fiscal Agency Agreement will constitute valid and legally binding obligations
of the Issuer in accordance with their terms;  (e)ABB
Ltd is and was at the date of execution of the Keep-Well Agreement with the
Issuer, empowered to enter into and comply with all the provisions of the
Keep-Well Agreement and the Keep-Well Agreement constitutes a valid and legally
binding obligation of ABB Ltd in accordance with its terms;  (f)(in relation to each Tranche of Instruments agreed as contemplated
herein to be issued and subscribed), the obligations of the Issuer in respect
of the Instruments of the relevant Series will, subject to Condition 4.01
headed Negative Pledge, constitute unsecured and unsubordinated obligations
and shall at all times rank pari passu in
right of payment and without any preference among themselves.  The payment obligations of the Issuer under
the Instruments of the relevant Series shall (subject to Condition 4.01)
at all times rank at least equally with all other present and future unsecured
and unsubordinated obligations of the Issuer other than any obligations
preferred by law;  (g)all
necessary actions, authorisations, conditions and things required to be taken,
given, fulfilled and done by the Issuer and/or ABB Ltd, as the case may be,
(including any necessary registrations and consents) have been or, in relation
to each Tranche of Instruments agreed as contemplated herein to be issued and
subscribed, will, on the date of issue of the relevant Instruments, have been
taken, given, fulfilled and done in connection with:  (i)the issue of the Information Memorandum and the distribution of the
Information Memorandum and the relevant Pricing Supplement in accordance with
the provisions set out in Schedule 1 hereto;  8


(ii)the execution and delivery by the Issuer of, and the compliance by
the Issuer with the provisions of, this Agreement, the Fiscal Agency Agreement
and the Deed of Covenant;  (iii)the execution and delivery by ABB Ltd of, and the compliance by ABB
Ltd with the provisions of, this Agreement;  (iv)in relation to each Tranche of Instruments of the Issuer agreed as
contemplated herein to be issued and subscribed, the entry into of, and the
compliance with the provisions of, the Relevant Agreement, the creation and
issue of the relevant Instruments and the offering of the relevant Instruments
in accordance with the terms of this Agreement and the Fiscal Agency Agreement;  (v)the execution and delivery of, and the compliance with the
provisions of, the Keep-Well Agreement by the Issuer and ABB Ltd;  (vi)the carrying out of the various procedures and the performance of
all other acts contemplated by the Relevant Agreement, this Agreement, the
Fiscal Agency Agreement, the Deed of Covenant and the Keep-Well Agreement;  and will be in
full force and effect;  (h)the
matters referred to in paragraph (g) above do not and will not conflict
with or result in a breach of any existing provisions of the laws or
regulations of the country or state of incorporation of the Issuer, ABB Ltd or
their respective Constitutive Documents nor of any agreement or other
instrument or restriction whether statutory, contractual or otherwise, to which
either of the Issuer or ABB Ltd is party or by which it or any of its assets is
bound;  (i)the financial statements and other financial information contained
in the Annual Report of the Issuer and incorporated by reference in the
Information Memorandum present fairly the financial position (consolidated
where relevant) of the Issuer and, where relevant, its subsidiaries as of the
dates of such statements or information and the results of operations and the
changes in financial position (consolidated where relevant) of the Issuer and,
where relevant, its subsidiaries for the periods they cover or to which they
relate and such financial statements and information have been prepared in
accordance with any relevant statutory requirements and with generally accepted
accounting principles in the United States or in its jurisdiction of
incorporation applied on a consistent basis throughout the periods involved
(unless and to the extent otherwise stated therein);  (j)the consolidated financial statements of ABB Ltd and its
subsidiaries contained in the Annual Report of ABB Ltd and incorporated by
reference in the Information Memorandum were in conformity with accounting
principles generally accepted in the United States and with Swiss law, such
consolidated financial statements present fairly the consolidated financial
position of ABB Ltd and its subsidiaries as at the dates of such statements and
the results of their  9


operations
and the changes in their financial position for the periods they cover or to
which they relate;  (k)the
capitalisation tables and other financial information and statistical data
relating to the Issuer and ABB Ltd in the Information Memorandum present fairly
the information shown therein and have been compiled on a basis consistent with
that of the relevant financial statements and other financial information
contained in the Annual Report of the Issuer or, as the case may be, ABB Ltd;
the auditors who reported upon the audited financial statements and other
financial information included in the Annual Report of the Issuer or, as the
case may be, ABB Ltd are appropriately qualified in the country in which the
Issuer or, as the case may be, ABB Ltd is incorporated and are independent of
the Issuer or, as the case may be, ABB Ltd;  (l)the information contained in the Information Memorandum is true and
accurate in all material respects and not misleading and to the best of its
knowledge and belief there are no other facts the omission of which would make
any statement therein misleading in any material respect and all reasonable
enquiries have been made to verify the accuracy of such information and the
opinions and intentions expressed therein are honestly held and, in relation to
each Tranche of Instruments agreed as contemplated herein to be issued and
subscribed, the Information Memorandum together with the relevant Pricing
Supplement contains all the information which is material in the context of the
issue of such Instruments;  (m)save
as otherwise disclosed in the Information Memorandum, neither the Issuer nor
ABB Ltd and its subsidiaries taken as a whole is involved in any litigation or
arbitration proceedings which would be expected to have a material adverse
effect on the business of the ABB Group taken as a whole in the context of the
Programme nor, so far as the Issuer or ABB Ltd is aware, is any such litigation
or arbitration pending or threatened;  (n)since
the last day of the period in respect of which the Annual Report of the Issuer
or ABB Ltd has been prepared, there has, save as may be disclosed in the
Information Memorandum, to the best of the knowledge and belief of the Issuer
and ABB Ltd, been no material adverse change in the financial position
(consolidated where relevant) of the Issuer or of ABB Ltd and its subsidiaries
taken as a whole nor a change which has a material adverse effect on the
financial condition of the Issuer or of ABB Ltd and its subsidiaries taken as a
whole;  (o)(in
relation to any Tranche of Instruments agreed as contemplated herein to be
issued and subscribed), as of the issue date of the relevant Instruments, the
aggregate principal amount outstanding (as defined in the Fiscal Agency
Agreement) (expressed in United States dollars) of Instruments issued under the
Programme will not exceed the Authorised Amount and for this purpose (i) Instruments
denominated in a currency other than United States dollars shall be converted
into United States dollars using the spot rate of exchange for the  10


subscription
of the relevant currency against payment of United States dollars being quoted
by the Fiscal Agent on the date on which the Relevant Agreement in respect of
the relevant Instruments was made or such other rate as the Issuer and the
Dealers may agree, (ii) any Instruments which provide for an amount less
than the principal amount thereof to be due and payable upon redemption
following an event of default in respect of such Instruments shall have a
principal amount equal to their nominal amount and (iii) the currency in
which any Instruments are payable, if different from the currency of their
denomination, shall be disregarded;  (p)(in
relation to any Tranche of Instruments agreed as contemplated herein to be
issued and subscribed) no event exists which, had such Instruments been issued,
would (or with the giving of notice, or the lapse of time, or both, would)
constitute an Event of Default as defined in the Terms and Conditions of the
relevant Instruments;  (q)(in
relation to each Tranche of Instruments agreed as contemplated herein to be
issued and purchased) neither the Issuer nor any of its affiliates nor any
persons acting on its or their behalf (which for the avoidance of doubt shall
not include any Dealer) have engaged or will engage in any directed selling
efforts in the United States (as defined in Regulation S under the United
States Securities Act of 1933, as amended, (the Securities Act)) with respect to the Instruments and it and
they have complied and will comply with the offering restrictions provided in
such Regulation;  (r)neither the Issuer nor any of its affiliates (as defined in Rule 501
(b) of Regulation D under the Securities Act (Regulation D)), nor any person acting on its or their behalf (i) has
made offers or sales of any security, or solicited offers to buy, or otherwise
negotiated in respect of, any security, under circumstances that would require
the registration of Instruments under the Securities Act; or (ii) has
engaged or will engage in any form of general solicitation or general
advertising (within the meaning of Rule 502(c) of Regulation D) in
connection with any offer or sale of Instruments in the United States; and  (s)the
Issuer, any affiliate of the Issuer, and all persons acting on its or their
behalf have complied and will comply with the offering restrictions requirement
of Regulation S under the Securities Act.  3.2The Issuer
and ABB Ltd undertake to and agree with the Dealer(s) and each of them, in
respect of each Tranche of Instruments agreed as contemplated herein to be
issued and subscribed, that it shall:  (a)unless
the same is capable of remedy and is forthwith remedied, forthwith notify the
Relevant Dealer of anything which, prior to payment of the net subscription
moneys being made to the Issuer on the agreed date of issue of the relevant
Instruments, has or may have rendered or will or may render untrue or incorrect
in any material respect any of the representations and warranties made by or on
behalf of the Issuer and/or ABB Ltd in respect thereof as if they had  11


been
made or given on the date of the Relevant Agreement and on the agreed date of
issue of the relevant Instruments;  (b)in
relation to each Tranche of Instruments agreed by the Issuer, ABB Ltd and the
relevant Dealer(s) to be listed on SIX and/or on any other listing
authority, stock exchanges and/or quotation system as may have been agreed
between the Issuer, ABB Ltd and the relevant Dealer(s), cause the Listing Agent
to procure the listing of the relevant Instruments on SIX and/or on such other
listing authority, stock exchanges and/or quotation system and to maintain the
same until none of such Instruments is outstanding provided, however, that if it should be impracticable or unduly
burdensome to maintain such admission to listing, trading and/or quotation,
each of the Issuer and ABB Ltd shall use its reasonable endeavours to procure
and maintain as aforesaid an admission to listing, trading and/or a quotation
for the relevant Instruments on such other listing authority stock exchanges
and/or quotation systems as it and the relevant Dealer(s) decide;  (c)not
and will cause its respective affiliates (as defined in Regulation 501(b) of
Regulation D under the Securities Act) not to sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
the Securities Act) in a manner which would require the registration of the
Instruments issued by the Issuer under the Securities Act;  (d)procure,
in relation to any Tranche of Instruments which is to be listed on SIX and/or
any other listing authority, stock exchanges and/or quotation system, if
required, that the relevant Pricing Supplement is lodged with SIX and/or with
such other listing authority, stock exchanges and/or quotation system by the
time required by SIX or such other listing authority, stock exchanges and/or
quotation system;  (e)in
accordance with the terms thereof, cause the Fiscal Agent to ensure that any
Instrument in temporary global or, as the case may be, permanent global form is
exchanged for Instrument(s) in permanent global or, as the case may be,
definitive and/or (in the case of a Series comprising Instruments in
bearer and registered form and if so specified in the relevant Pricing
Supplement) registered form and any talon issued in respect of any Instrument
in definitive form is exchanged in accordance with the Terms and Conditions of
the relevant Instruments for further coupons;  (f)in relation to any Instruments in respect of which any Dealer is
appointed as the agent of the Issuer for the purposes of calculating any rate
or amount of interest or other redemption amount applicable to such
Instruments, indemnify such Dealer in its capacity as such agent in the same
manner as set out in Clause 13.4 of the Fiscal Agency Agreement, mutatis mutandis;and  (g)in
respect of any Tranche of Instruments which must be redeemed before the first
anniversary of the date of its issue, the Issuer will issue such Instruments
only if the following conditions apply (or the Instruments can otherwise be
issued without contravention of section 19 of the FSMA):  12


(i)Selling
restrictions: each Relevant Dealer represents,
warrants and agrees in the terms set out in sub-clause (b) of the United
Kingdom selling restriction in Schedule 1 (Selling Restrictions -
United Kingdom); and  (ii)Minimum
denomination: the redemption value of each such
Instrument is not less than £100,000 (or an amount of equivalent value
denominated wholly or partly in a currency other than sterling), and no part of
any Instrument may be transferred unless the redemption value of that part is
not less than £100,000 (or such an equivalent amount).  3.3The Issuer
and ABB Ltd undertake to and agree with the Dealer(s) it shall:  (a)  (i)in the case of
the Issuer, comply (and for this purpose shall ensure that all necessary action
is taken and all necessary conditions are fulfilled) with all applicable laws,
regulations, policies and guidelines (as amended from time to time) of any
governmental and regulatory authorities or central bank relevant in the context
of the issue of any Instruments and the performance of and compliance with its
obligations thereunder, under this Agreement, the Fiscal Agency Agreement, the
Keep-Well Agreement and the Deed of Covenant, and shall submit (or procure the
submission on its behalf of) such reports or information and shall make (or
procure that there is made on its behalf) such registrations and filings as may
from time to time be required for compliance with such laws, regulations,
policies and guidelines and shall procure that Instruments shall have such
maturities and denominations as may from time to time be required for
compliance with all applicable laws, regulations, policies and guidelines;  (ii)in the case of
ABB Ltd, comply (and for this purpose shall ensure that all necessary action is
taken and all necessary conditions are fulfilled) with all applicable laws,
regulations, policies and guidelines (as amended from time to time) of any
governmental and regulatory authorities or central bank relevant in the context
of the issue of any Instruments and the performance of and compliance with its
obligations thereunder, under this Agreement and the Keep-Well Agreement, and
shall submit (or procure the submission on its behalf of) such reports or
information and shall make (or procure that there is made on its behalf) such
registrations and filings as may from time to time be required for compliance
with such laws, regulations, policies and guidelines and shall procure that
Instruments shall have such maturities and denominations as may from time to
time be required for compliance with all applicable laws, regulations, policies
and guidelines;  (b)in
connection with the proposed issuance of Instruments, notify any Dealer
promptly upon request by such Dealer of the aggregate principal amount of
Instruments of the Issuer then outstanding (expressed in United States dollars)
under the Programme and for this purpose sub-paragraphs (i) to (iii) of
Clause 3.1(o) shall apply;  13


(c)in
connection with the proposed issuance of Instruments, from time to time deliver
to each Dealer a certified copy of any document which amends or supersedes any
of its Constitutive Documents and a certified copy of any resolution of its
board of directors or, as the case may be, managing directors or other
governing body which amends or supersedes the resolution in respect of the
Issuer or ABB Ltd, as the case may be, referred to in the Information Memorandum;  (d)deliver
to each Dealer a copy of each document lodged by or on behalf of the Issuer or
ABB Ltd, as the case may be, in relation to the Programme or any Instruments
with SIX or with such other listing authority, stock exchanges and/or quotation
system on which Instruments shall then be admitted to listing, trading and/or
quotation (other than Pricing Supplements) as soon as practicable after it has
been lodged and a copy of each document made available for inspection at the
offices of any Paying Agent (as detailed in the Information Memorandum) as soon
as the same shall have become so available;  (e)without
prejudice to paragraph (d) above, as soon as the same become publicly
available, deliver to each Dealer a copy of its Annual Report and in the case
of ABB Ltd, a copy of its Annual Report and interim financial information;  (f)supply (or procure the supply) to each Dealer addressed to all
Dealers (whether or not (in the case of sub-paragraphs (ii) or (iii) below)
any such Dealer is participating in the relevant issuance of Instruments) legal
opinions as set out in Schedule 2 to this Agreement, comfort letters or agreed
upon procedures letters on the following basis:  (i)before the
first issue of Instruments occurring after each anniversary of the date of this
Agreement;  (ii)a legal opinion
in respect of ABB Ltd, upon the issuance by the Issuer of any Instruments
agreed as contemplated herein to be issued and subscribed;  (iii)(unless otherwise
stated in the Relevant Agreement) an auditors comfort letter or agreed upon
procedures letter in respect of ABB Ltd and the Issuer and a legal opinion in
respect of the Issuer (from suitable lawyers qualified in English law) upon the
issuance by the Issuer of any Instruments;  (iv)a legal opinion in
respect of, as relevant, the Issuer and/or ABB Ltd and/or from suitable lawyers
qualified in English or, as relevant Swiss, law if requested by any Dealer in
relation to any material change or proposed material change to any of this
Agreement, the Fiscal Agency Agreement or the Deed of Covenant or the Keep-Well
Agreement, or any change or proposed change in applicable law or regulation
relating to the issuance of Instruments affecting in any material respect the
Issuer or ABB Ltd, this Agreement, the Fiscal Agency Agreement or the Deed of
Covenant or the Keep-Well Agreement;  14


(g)so
long as any Instrument remains outstanding, the Issuer will not modify, amend
or terminate the Keep-Well Agreement where such modification, amendment or
termination would have an adverse effect upon any holder of any Instrument or
Coupon, nor will the Issuer waive, or fail to take all reasonable steps to
ensure that ABB Ltd complies with its obligations under the Keep-Well Agreement
(except where such waiver or failure would not have an adverse effect upon any
holder of any Instrument or Coupon);  (h)in
the case of the Issuer, not consent to any amendment to the Fiscal Agency
Agreement which may materially adversely affect the interests of any Dealer or
any holder of any Instrument or Coupon;  (i)in the case of the Issuer, without prejudice to the provisions of
paragraphs (g) and (h) above, give to each Dealer at least fifteen
days prior notice in writing of any proposed amendment to the Fiscal Agency
Agreement, the Deed of Covenant and the Keep-Well Agreement (whether or not
adversely affecting the interests of any Dealer or any holder of any Instrument
or Coupon);  (j)from time to time deliver to each Dealer a certificate as to the
names and signatures of those persons who are authorised to act on behalf of
the Issuer, or, as the case may be, ABB Ltd in relation to the Programme; and  (k)prepare
or procure the preparation of an amendment or supplement to the Information Memorandum
or publish a new information memorandum as may from time to time be required to
be prepared by law or by the requirements of any relevant listing authority,
stock exchanges and/or quotation system or, without prejudice to the generality
of the foregoing, if, while Instruments are offered under the Programme, there
shall occur any adverse change in the financial condition of the Issuer or ABB
Ltd and its subsidiaries taken as a whole that is material in the context of
issuance under the Programme (in the case of ABB Ltd and its subsidiaries taken
as a whole, being a change which might reasonably be expected to affect the
decision of a person considering whether to provide finance to the Issuer in
reliance on the existence of the relevant Keep-Well Agreement), which is not
reflected in the Information Memorandum.  3.4The rights
and remedies conferred upon any Dealer (or other indemnified person) under this
Clause shall continue in full force and effect notwithstanding the completion
of the arrangements set out herein for the issue and subscription of the
relevant Instruments and regardless of any investigation made by such Dealer
(or other indemnified person).  4.UNDERTAKINGS BY THE DEALERS  4.1Each Dealer
undertakes to the Issuer and ABB Ltd that in relation to each Tranche of
Instruments agreed as contemplated herein to be issued and subscribed:  (a)it
will comply with the provisions set out in Schedule 1 hereto it being agreed
that, subject to compliance by the Issuer with its obligations under paragraphs
(b), (c), (d) and (e) of Clause 3.2 and paragraphs (a) and (k) of
Clause 3.3 and  15


not
being in breach of any of the representations and warranties on its part
contained in paragraphs (a) to (e), (g), (h), (l), (o) and (q) to
(s) of Clause 3.1, the Issuer shall not have any responsibility in respect
of the legality of any Dealer offering and selling Instruments in any
jurisdiction or in respect of the Instruments qualifying for sale in any
jurisdiction;  (b)in
relation to each Tranche of Instruments agreed as contemplated herein to be
issued and subscribed it will make no public announcement (except for an
initial announcement on Reuters and/or Bloomberg in the form typically
appearing on Reuters and/or Bloomberg) with regard to the Issuer or ABB Ltd or
the issue or sale of the Instruments without the written consent of the Issuer,
which consent shall not be unreasonably withheld or delayed; and  (c)it
will make no representation and supply no information regarding the Issuer, ABB
Ltd or any of their respective subsidiaries or the Instruments in connection
with the issue or sale of the Instruments other than the form (including the
terms and conditions) of the Instruments, the Fiscal Agency Agreement, the Deed
of Covenant and the Keep-Well Agreement and other than any information
contained in or extracted from any public information (including for the
avoidance of doubt, the Information Memorandum) or as is approved in writing
for such purpose by the Issuer, without the written consent of the Issuer,
which consent shall not be unreasonably withheld or delayed.  4.2The
obligations of the Dealers hereunder are several.  In addition each of the Dealers agrees that
Morgan Stanley & Co. International plc has only acted in an
administrative capacity to facilitate the establishment and/or maintenance of
the Programme and has no responsibility to it for (a) the adequacy,
accuracy, completeness or reasonableness of any representation, warranty,
undertaking, agreement, statement or information in the Information Memorandum,
any Pricing Supplement, this Agreement or any information provided in
connection with the Programme or (b) the nature and suitability to it of
all legal, tax and accounting matters and all documentation in connection with
the Programme or any Tranche.  5.INDEMNITY  5.1The Issuer
and ABB Ltd undertake to and agree with the Dealers and each of them that if
such Dealer or any of its officers, directors or employees and each person by
whom it is controlled for the purposes of the Securities Act (each a Relevant Party) incurs any direct claim, demand, action,
liability, damages and loss and any reasonable cost or expense (including,
without limitation, reasonable legal fees and any applicable value added tax)
(a Loss) as a result or arising out of or
in relation to or in connection with any breach (or any allegation by a person
other than any Dealer or any officer, director or employee or controlling
person of any Dealer of any breach) of the representations and warranties made
by it herein or in writing in any Relevant Agreement or in writing in any other
agreement between the Issuer, ABB Ltd and the relevant Dealer(s) in
respect of any Instruments agreed to be issued and subscribed hereunder or any
breach or alleged breach of any of the undertakings given by it herein or in
writing in any Relevant Agreement or in writing in any other agreement between
the Issuer, ABB Ltd and the  16


relevant
Dealer(s) in respect of any Instruments agreed to be issued and subscribed
hereunder the Issuer or, as the case may be, ABB Ltd shall pay to such Dealer
an amount equal to such Loss.  No Dealer
shall have any duty or obligation, whether as fiduciary for any Relevant Party
or otherwise, to recover any such payment for such Relevant Party or to account
to such Relevant Party for any amounts paid to such Dealer under this Clause
5.1.  5.2If any
action, proceeding, claim or demand shall be brought or asserted against any
Dealer (or any of its officers, directors or employees or any person by whom it
is controlled for the purposes of the Securities Act) in respect of which
indemnity may be sought from the Issuer or, as the case may be, ABB Ltd as
herein provided, such Dealer shall promptly notify the Issuer or, as the case
may be, ABB Ltd in writing thereof.  5.3The Issuer
or, as the case may be, ABB Ltd shall have the option to assume the defence
thereof with legal advisers in each relevant jurisdiction reasonably
satisfactory to the relevant Dealer (who shall not without the prior written
consent of such Dealer also be legal advisers to the Issuer or, as the case may
be, ABB Ltd).  If the Issuer or, as the
case may be, ABB Ltd so assumes the defence and retains such legal advisers,
such Dealer shall bear the fees and expenses of any additional legal advisers
retained by it in any relevant jurisdiction. 
If the Issuer or, as the case may be, ABB Ltd does not elect to assume the
defence or fails to employ legal advisers in any relevant jurisdiction
reasonably satisfactory to such Dealer to represent such Dealer within a
reasonable time after notice of commencement of the action, it will reimburse
such Dealer for the reasonable fees and expenses of any legal advisers retained
by such Dealer.  After timely notice from
the Issuer or, as the case may be, ABB Ltd of its election so to assume the
defence thereof, the Issuer or, as the case may be, ABB Ltd will not be liable
to such Dealer under this Clause 5.3 for any legal expenses subsequently
incurred by such Dealer in connection with the defence thereof other than the
reasonable costs of investigation.  The
Issuer or, as the case may be, ABB Ltd shall not be liable to indemnify any
Dealer for any settlement of any such action effected without the written
consent of the Issuer or, as the case may be, ABB Ltd which consent shall not
be unreasonably withheld or delayed.  5.4The rights
and remedies conferred upon any Dealer (or other indemnified person) under this
Clause shall continue in full force and effect notwithstanding the completion
of the arrangements set out herein for the issue and subscription of the
relevant Instruments and regardless of any investigation made by such Dealer
(or other indemnified person).  5.5Each Dealer
undertakes with the Issuer and ABB Ltd that if the Issuer and/or ABB Ltd or any
of their respective officers, directors or employees and each person by whom
either of the Issuer or ABB Ltd is controlled incurs any direct claim, demand,
action, liability, damages and loss and any reasonable cost or expense
(including, without limitation, reasonable legal fees and any applicable value
added tax) (a Loss) as a result or arising out
of, or in relation to, or in connection with any breach (or any allegation by a
person other than the Issuer, ABB Ltd, any officer, director, employee or
controlling person of the Issuer or ABB Ltd of any breach) of any of the
warranties, undertakings and agreements made by it herein or in any Relevant
Agreement or in writing in any other agreement in respect of any Instruments
whether arising before or  17


after
the completion of the subscription and issue of the relevant Instruments then
such Dealer shall pay to the Issuer or, as the case may be, ABB Ltd an amount
equal to such Loss.  The provisions of
Clauses 5.3 and 5.4 with respect to the conduct and settlement of actions shall
apply mutatis mutandis to this indemnity.  6.           COSTS AND
EXPENSES  6.1The Issuer is, failing which ABB Ltd is, responsible for payment of
the proper costs, charges and expenses (and any applicable value added tax):  (a)incurred by it or of any legal, accountancy and other professional
advisers retained and instructed by it in connection with the establishment of
the Programme, the preparation of the Information Memorandum, the preparation,
production and delivery of this Agreement, the Fiscal Agency Agreement, the
Deed of Covenant and any other document connected with the Programme or the
performance of and compliance by it with any of its obligations or without
prejudice to Clause 5.5, the exercise of its rights under this Agreement, the
Fiscal Agency Agreement, the Deed of Covenant or the Keep-Well Agreement;  (b)of any legal, accountancy or other professional advisers retained
and instructed by it in respect of any Instruments issued by it and any
document prepared in connection therewith;  (c)of and incidental to the setting, proofing, printing and
distribution of the Information Memorandum and any Pricing Supplements provided
that where such costs, charges and expenses are incurred by (a) person(s) other
than the Issuer or ABB Ltd, the prior written approval of the Issuer and/or ABB
Ltd to the incurrence of such costs, charges and expenses shall have been
obtained;  (d)of and incidental to the setting, proofing, printing, checking and
initial delivery of any Instruments (whether in global or definitive bearer
form or in registered form) including inspection and authentication provided
that where such costs, charges and expenses are incurred by (a) person(s) other
than the Issuer or ABB Ltd, the prior written approval of the Issuer and/or ABB
Ltd to the incurrence of such costs, charges and expenses shall have been
obtained;  (e)incurred at any time in connection with the listing of Instruments
on SIX or on such other listing authority, stock exchanges and/or quotation
system on which any Instruments may from time to time be admitted to listing,
trading and/or quotation and the maintenance of any such admission to listing,
trading and/or quotation provided that where such costs, charges and expenses
are incurred by (a) person(s) other than the Issuer or ABB Ltd, the
prior written approval of the Issuer and/or ABB Ltd to the incurrence of such
costs, charges and expenses shall have been obtained; and  (f)of any advertising agreed upon between the Issuer, ABB Ltd or any of
them and the Dealers or any of them.  18


6.2As between the Issuer, ABB Ltd and the Dealer(s), the Issuer is,
failing which ABB Ltd is, responsible for the payment of the proper costs,
charges and expenses (and any applicable value added tax):  (a)incurred by ABB Ltd or of any legal, accountancy and other
professional advisers retained and instructed by ABB Ltd in connection with the
establishment of the Programme, the preparation of the Information Memorandum,
the preparation, production and delivery of this Agreement, the Fiscal Agency
Agreement, the Deed of Covenant and any other document connected with the
Programme or the performance of and compliance by it with any of its
obligations under the Keep-Well Agreement; and  (b)of any legal, accountancy or other professional advisers retained and
instructed by it in respect of any Instruments issued by such Issuer and any
document prepared in connection therewith.  6.3The Issuer, failing which ABB Ltd, shall be responsible for the
payment of all stamp, registration and other 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 Agreement and the
Fiscal Agency Agreement, the Deed of Covenant executed by the Issuer and/or ABB
Ltd, as the case may be, and the issue or initial issue or delivery by the
Issuer of Instruments of the Issuer and the execution and delivery by it and/or
ABB Ltd, as the case may be, of each Pricing Supplement and any other document
to which the Issuer and/or ABB Ltd, as the case may be, is/are party entered
into in connection with the Programme or any Instruments of the Issuer and
shall indemnify each Dealer against any direct claim, demand, action, loss,
liability and damages and any reasonable cost or expense (including, without
limitation, reasonable legal fees and any applicable value added tax) which it
may incur as a result or arising out of or in relation to any failure to pay or
delay in paying any of the same.  7.NOTICES AND COMMUNICATIONS  7.1All notices and communications hereunder shall be made in writing
(by letter (first class mail, in the case of inland post and airmail, in the
case of cross border post), telex or fax) and shall be sent to the addressee at
the address, telex number or fax number specified against its name in Schedule
7 to this Agreement (or, in the case of a Dealer not originally party hereto,
specified by notice to the Issuer, ABB Ltd and the other Dealers at or about
the time of its appointment as a Dealer) and for the attention of the person or
department therein specified (or as aforesaid) or, in any case, to such other
address, telex number or fax number and for the attention of such other person
or department as the addressee has by prior notice to the sender specified for the
purpose.  7.2Whenever a notice or other communication shall be given as aforesaid
by telex or fax it shall be deemed received (subject, in the case of telex, to
a confirmed answer back being received at the end of the transmission and, in
the case of fax, to confirmation being received at the end of the transmission)
on the day of dispatch provided that if the time of despatch is after 3.00 p.m.
(local time of the recipient) on any day which is a business day (in the place
of the recipient) or any time on a day which is not a business day (in the
place of the recipient), it shall be deemed to have been received on the next
business day  19


(in the place
of the recipient) and whenever a notice or other communication is sent by post
as aforesaid it shall be deemed received three days (in the case of inland
post) or seven days (in the case of cross border post) after being posted in a
properly prepaid envelope and whenever a notice or other communication is
delivered by hand, it shall be deemed received upon actual delivery.  8.CHANGES IN DEALERS  8.1The Issuer and/or ABB Ltd may:  (a)by ten days notice in writing to any Dealer, terminate the right of
such Dealer to remain a Dealer under this Agreement (but without prejudice to
any rights, liabilities, duties or obligations accrued or incurred on or before
the effective date of termination and in particular the validity of any
existing agreement for the issue and subscription of any Instruments); and/or  (b)nominate any reputable institution, which may include the Issuer
and/or ABB Ltd, as a new Dealer hereunder either generally in respect of the
Programme or in relation to a particular Tranche of Instruments, in which event
upon the execution by such institution of a supplemental agreement in the terms
set out in Schedule 3 to this Agreement or in terms acceptable to the other
parties hereto such institution shall, subject as provided below, become a
party hereto with all the authority, rights, powers, duties and obligations of
a Dealer hereunder either generally in respect of the Programme or in relation
to a particular Tranche of Instruments provided always that an institution
which has become a Dealer in relation to a particular Tranche of Instruments
shall not be entitled to the benefit of the undertakings of the Issuer and ABB
Ltd contained in Clause 3.3 and Clause 5.1, except for those contained in
paragraphs (a), (f)(ii) and (iii), (g), (h), (i) and (k) of
Clause 3.3 and the provisions of Clauses 8, 9 and 10 shall not apply to any
such Dealer.  8.2Any Dealer may, by ten days written notice to the Issuer and ABB
Ltd, resign as a Dealer under this Agreement (but without prejudice to any
rights, liabilities, duties or obligations accrued or incurred on or before the
effective date of resignation and in particular the validity of any existing
agreement for the issue and subscription of any Instruments).  8.3The Issuer or ABB Ltd will notify the Dealers and the Fiscal Agent
of any change in the identity of the Dealers appointed generally in respect of
the Programme as soon as reasonably practicable thereafter.  9.INCREASE IN AUTHORISED AMOUNT  9.1The Issuer and/or ABB Ltd may, subject to the provisions of Clause
9.2 below, from time to time, by giving at least twenty days notice by letter
in substantially the form set out in Schedule 5 to this Agreement to the
Dealer, (with a copy to the Paying Agents and the Registrars), inform the
Dealer that the Authorised Amount be increased and, the Dealer will be deemed
to have given its consent to the increase in the Authorised  20


Amount,
whereupon all references in this Agreement shall be to the increased Authorised
Amount.  9.2No increase shall be effective unless and until (i) the Dealer
shall have received (a) certified true copies (and, if applicable, English
translations) of the resolution of the board of directors or, as the case may
be, board of managing directors or other governing body of the Issuer and ABB
Ltd authorising the increase in the Authorised Amount, (b) the documents
and confirmations described in paragraphs 4 and 10 of Schedule 2 to this
Agreement and (c) confirmation of the approval of the Programme in respect
of Instruments up to the new Authorised Amount by SIX and any amendment or
supplement to the Information Memorandum prepared in connection therewith and (ii) the
Issuer and ABB Ltd shall have complied with all legal and regulatory
requirements, if any, necessary for the issuance of Instruments up to the new
Authorised Amount and shall have provided to the Dealer such evidence of
compliance the Dealer may reasonably require.  10.CHANGE IN ISSUERS  10.1The Issuer may, provided that at such time it is not party to a
Relevant Agreement in respect of which the related Instruments have not as yet
been issued, from time to time by 10 days written notice to the Dealer cease,
subject to the following provisions of this Clause, to be an Issuer in respect
of the Programme.  If, upon the expiry of such notice period, the Issuer
does not have outstanding any Instruments then, with effect from the date of
the expiry of such notice period such Issuer shall cease to be a party to this
Agreement as Issuer, but without prejudice to any rights, liabilities or
obligations accrued or incurred under this Agreement on or prior to such date.  If, upon the expiry of such notice period, the Issuer
does have outstanding any Instruments, then such Issuer shall not cease to be a
party to this Agreement unless and until ABB Ltd or a direct or indirect
subsidiary of ABB Ltd shall have been substituted for and become principal
debtor in respect of such Instruments or Coupons pursuant to Condition 15 of
the Terms and Conditions of such Instruments, in which event such Issuer shall
cease to be party to this Agreement on the date upon which such substitution
shall take effect, but without prejudice to any rights, liabilities and
obligations accrued or incurred under this Agreement on or prior to such date.  10.2The Issuer may request that ABB Ltd or a direct or indirect
subsidiary of ABB Ltd (the New Issuer)
should become an Issuer in respect of the Programme and accordingly should be
party to this Agreement.  If such a
request is made, upon the delivery to the Dealer of (i) the undertaking of
the New Issuer to be bound by the provisions of this Agreement substantially in
the form as set out in Schedule 6 hereto and (ii) a copy of an agreement
duly executed by the New Issuer whereby the New Issuer agrees to be bound by the
Fiscal Agency Agreement, the New Issuer shall become a party to this Agreement
as if originally named herein as an Issuer.  21


11.LAW AND JURISDICTION  11.1This Agreement and each Relevant Agreement and all non-contractual
obligations arising out of or in connection with this Agreement and each
Relevant Agreement are governed by English law.  11.2The Issuer and ABB Ltd hereby agree for the exclusive benefit of the
Dealer(s) that the courts of England are to have jurisdiction to settle
any disputes which may arise out of or in connection with this Agreement and
any Relevant Agreement or any non-contractual obligation arising out of or in
connection with this Agreement or any Relevant Agreement and that accordingly
any suit, action or proceedings (together referred to as Proceedings)
arising out of or in connection with this Agreement and any Relevant Agreement
may be brought in such courts.  Nothing
contained in this Clause shall limit any right to take Proceedings against the
Issuer or ABB Ltd in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or not.  11.3The Issuer and ABB Ltd hereby appoints ABB Limited of Daresbury
Park, Daresbury, Warrington WA4 4BT, Cheshire to accept service of any
Proceedings on its behalf in England.  If
for any reason such process agent ceases to act as such or no longer has an
address in England, the Issuer and ABB Ltd agrees to appoint a substitute
process agent and notify the Dealer(s) of such appointment and if the
Issuer or ABB Ltd, as the case may be, fails to make any such appointment
within twenty-one days, any Dealer shall be entitled to appoint such a person
by notice to the Issuer or ABB Ltd, as the case may be.  11.4Nothing contained herein shall affect the right to serve process in
any other manner permitted by law.  12.MODIFICATION AND AMENDMENT  No modification or amendment of this Agreement shall
be valid unless it is in writing and signed by or on behalf of each of the
parties hereto.  13.COUNTERPARTS  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.  Any party may enter into this Agreement by
signing any such counterpart.  14.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999  A person who is not a party to this Agreement has no
right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement.  AS WITNESS
the hands of the duly authorised representatives of the parties hereto the day
and year first before written.  22


SCHEDULE 1  SELLING RESTRICTIONS  United States of America  Each Dealer understands that the Instruments have not
been and will not be registered under the Securities Act and may not be
offered, sold or delivered within the United States, or to, or for the account
or benefit of, U.S. persons except in certain transactions exempt from the
registration requirements of the Securities Act.  Each Dealer represents that it has offered
and sold Instruments, and will offer and sell Instruments (i) as part of
their distribution at any time and (ii) otherwise until forty days after
the completion of the distribution of Instruments of the relevant Tranche, as
determined and certified to the relevant Issuer by such Dealer (or, in the case
of a sale of a Tranche of Instruments to or through such Dealer and one or more
other Dealers, by each of such Dealers) only in accordance with Rule 903
of Regulation S under the Securities Act. 
Accordingly, each Dealer further represents and agrees that neither it,
its affiliates nor any person, acting on its or their behalf have engaged or
will engage in any directed selling efforts with respect to Instruments, and
that it and they have complied and will comply with the offering restrictions
requirement of Regulation S.  Each Dealer
agrees that, at or prior to confirmation of sale of Instruments, it will have
sent to each distributor, dealer or person receiving a selling concession, fee
or other remuneration that purchases Instruments from it during the
distribution compliance period a confirmation or notice to substantially the
following effect:  The Instruments covered hereby have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered, or delivered and
sold within the United States or to, or for the account or benefit of, U.S. persons
(i) as part of their distribution at any time or (ii) otherwise until
forty days after the later of the commencement of the offering and the issue
date of the Instruments of the relevant Tranche, except in either case in
accordance with Regulation S under the Securities Act.  Terms used above have the meanings given to
them by Regulation S.  Terms used in the above paragraph have the meanings
given to them by Regulation S.  Each Dealer represents and agrees that it has not
entered and will not enter into any written agreement with any person with
respect to any sub-underwriting, selling group or other similar arrangement
relating to the distribution or delivery of Instruments except with its
affiliates or with the prior written consent of the relevant Issuer.  In addition, each Dealer represents and agrees that:  (i)except to the extent permitted under U.S. Treas. Reg. §
1.163-5(c)(2)(i)(D) (the D Rules), (x) it
has not offered or sold, and during the restricted period will not offer or
sell, Instruments in bearer form to a person who is within the United States or
its possessions or to a United States person, and (y) such Dealer has not
delivered and will not deliver within the United States or its possessions
definitive Instruments in bearer form that are sold during the restricted
period;  (ii)it has and throughout the restricted period will have in effect
procedures reasonably designed to ensure that its employees or agents who are
directly engaged in selling  23


Instruments in
bearer form are aware that such Instruments may not be offered or sold during
the restricted period to a person who is within the United States or its
possessions or to a United States person, except as permitted by the D Rules;  (iii)if such Dealer is a United States person, it represents that it is
acquiring the Instruments in bearer form for purposes of resale in connection
with their original issuance and, if such Dealer retains Instruments in bearer
form for its own account, it will only do so in accordance with the
requirements of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(6);  (iv)with respect to each affiliate (if any) that acquires from such
Dealer Instruments in bearer form for the purposes of offering or selling such
Instruments during the restricted period, such Dealer either (A) hereby
represents and agrees on behalf of such affiliate (if any) to the effect set
forth in sub-paragraphs (i), (ii) and (iii) of this paragraph or (B) agrees
that it will obtain from such affiliate (if any) for the benefit of the
relevant Issuer the representations and agreements contained in sub-paragraphs
(i), (ii) and (iii) of this paragraph; and  (v)it will obtain from any distributor (within the meaning of U.S.
Treas. Reg. § 1.163-5(c)(2)(i)(D)(4)(ii)) that purchases any Instruments in
bearer form from such Dealer pursuant to a written contract with it (except a
distributor that is one of its affiliates or is another Dealer), for the
benefit of the Issuer and each other Dealer, the representations contained in,
and such distributors agreement to comply with, the provisions of sub-
paragraphs (i), (ii), (iii) and (iv) of this paragraph insofar as
they relate to the D Rules, as if such distributor were a Dealer hereunder.  In addition, where the C Rules are specified in
the relevant Pricing Supplement as being applicable in relation to any issuance
of Instruments, such Instruments must in their original issuance, be issued and
delivered outside the United States and its possessions and, accordingly, each
Dealer will be required to represent, undertake and agree (and each additional
Dealer will be required to represent, undertake and agree) that, in connection
with the original issuance of the Instruments:  (i)it has not offered, sold or delivered, and will not offer, sell or
deliver, directly or indirectly, any bearer Instruments within the United
States or its possessions;  (ii)it has not communicated, and will not communicate, directly or
indirectly, with a prospective purchaser if either such purchaser or such
Dealer is within the United States or its possessions and will not otherwise
involve the United States office of such Dealer in the offer and sale of bearer
Instruments.  Terms used in sub-clauses (i) and (ii) have
the meanings given to them by the Internal Revenue Code of 1986, as amended,
and the regulations thereunder, including the C Rules and the D Rules.  Each issuance of index-, commodity- or currency-linked
Instruments shall be subject to additional U.S. selling restrictions as the
relevant Dealer or Dealers shall agree as a term of the issuance and purchase
of such Instruments.  Each Dealer agrees
that it shall offer, sell and deliver such Instruments only in compliance with
such additional U.S. selling restrictions.  24


Selling Restrictions Addressing Additional
Securities Laws of The Netherlands  Zero Coupon Instruments may not, directly or
indirectly, as part of their initial distribution (or immediately thereafter)
or as part of any re-offering be offered, sold, transferred or delivered in The
Netherlands. As used herein Zero Coupon Instruments
are Instruments that are in bearer form and that constitute a claim for a fixed
sum against the Issuer and on which interest does not become due during their
tenor or on which no interest is due whatsoever.  Selling Restrictions Addressing Additional
Securities Laws of the United Kingdom  Each Dealer further represents and agrees, that:  (i)in relation to any Instruments which have a maturity of less than
one year, (i) it is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business and (ii) it has not offered or
sold and will not offer or sell any Instruments other than to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or as agent) for the purposes of their businesses
or who it is reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses where
the issue of the Instruments would otherwise constitute a contravention of Section 19
of the FSMA by the Issuer;  (ii)it has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage
in investment activity (within the meaning of Section 21 of the FSMA)
received by it in connection with the issue or sale of any Instruments in
circumstances in which Section 21(1) of the FSMA does not apply to
the Issuer or ABB Ltd.;  and  (iii)it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to any Instruments in,
from or otherwise involving the United Kingdom.  Japan  Each Dealer understands that the
Instruments have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended, the
FIEL) and, accordingly,
undertakes that it will not offer or sell any Instruments directly or
indirectly, in Japan or to, or for the benefit of, any Japanese Person or to
others for re-offering or re-sale, directly or indirectly, in Japan or to any
Japanese Person except under circumstances which will result in compliance with
the FIEL and all applicable laws, regulations and guidelines promulgated by the
relevant Japanese governmental and regulatory authorities and in effect at the
relevant time.  For the purposes of this
paragraph, Japanese Person shall mean any
person resident in Japan, including any corporation or other entity organised
under the laws of Japan.  Public Offer Selling Restriction
Under the Prospectus Directive  In relation to each Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer
represents and agrees that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not
made and will not make an offer of Instruments which are the subject of the
offering contemplated by the  25


Information Memorandum as completed by the Pricing
Supplement in relation thereto (or are the subject of the offering contemplated
by a drawdown prospectus, as the case may be) to the public in that Relevant
Member State except that it may, with effect from and including the Relevant
Implementation Date, make an offer of such Instruments to the public in that
Relevant Member State:  (a)if the Pricing Supplement in relation to the Instruments specify
that an offer of those Instruments may be made other than pursuant to Article 3(2) of
the Prospectus Directive in that Relevant Member State (a Non-exempt Offer), following the date of
publication of a prospectus in relation to such Instruments which has been
approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, provided that any such
prospectus which is not a drawdown prospectus has subsequently been completed
by the Pricing Supplement contemplating such Non-exempt Offer, in accordance
with the Prospectus Directive, in the period beginning and ending on the dates
specified in such prospectus or Pricing Supplement, as applicable;  (b)at any time to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or regulated, whose
corporate purpose is solely to invest in securities;  (c)at any time to any legal entity which has two or more of (1) an
average of at least 250 employees during the last financial year; (2) a
total balance sheet of more than 43,000,000 and (3) an annual net
turnover of more than 50,000,000, all as shown in its last annual or
consolidated accounts;  (d)at any time to fewer than 100 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of the relevant Dealer or Dealers nominated by the
Issuer for any such offer; or  (e)at any time in any other circumstances falling within Article 3(2) of
the Prospectus Directive.  provided that no such offer of Instruments referred to
in (b) to (e) above shall require the Issuer or any Dealer to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.  For the purposes of this provision, the
expression an offer of Instruments to the
public in relation to any Instruments in any Relevant Member State
means the communication in any form and by any means of sufficient information
on the terms of the offer and the Instruments to be offered so as to enable an
investor to decide to purchase or subscribe the Instruments, as the same may be
varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.  General  Each Dealer acknowledges that no action has been or
will be taken by the Issuer or any Dealer that would, or is intended to, permit
a public offer of the Instruments in any country or  26


jurisdiction where any such action for that purpose is
required.  Accordingly, each Dealer
undertakes that it will observe all applicable laws and regulations in each
country or jurisdiction in or from which it may acquire, offer, sell or deliver
Instruments or have in its possession or distribute any offering material,
information memorandum, offering circular, prospectus, form of application,
advertisement or other document or information.  Each Dealer further agrees that it will not directly
or indirectly offer, sell or deliver any Instruments or distribute or publish
the Information Memorandum or any other offering material in or from any
country or jurisdiction except under circumstances that will, in its reasonable
belief, result in compliance with any applicable laws and regulations,
including in respect of the jurisdictions set out above, and all offers and
sales of Instruments by it will be made on the foregoing terms.  27


SCHEDULE 2  CONDITIONS PRECEDENT  1.A certified true copy (and, if applicable, English translation) of
the Constitutive Documents of the Issuer and ABB Ltd.  2.Certified true copies (and, if applicable, English translations) of
all relevant resolutions of its board of directors or, as the case may be,
board of managing directors or other governing body of the Issuer (including
any New Issuer) authorising the issuance of Instruments in an aggregate
principal amount of up to the Authorised Amount applicable to the Issuer and
the execution, delivery and performance by the Issuer of the Dealership
Agreement, the Fiscal Agency Agreement, the Deed of Covenant and the
Instruments.  3.In relation to the Issuer and ABB Ltd, a list of the names and
titles and specimen signatures of the persons authorised:  (a)to sign on behalf of the Issuer or ABB Ltd, as the case may be, the
above-mentioned documents;  (b)to sign on behalf of the Issuer or ABB Ltd, as the case may be, all
notices and other documents to be delivered pursuant thereto or in connection
therewith; and  (c)to take any other action on behalf of the Issuer or ABB Ltd, as the
case may be,  in relation to the
Programme.  4.Any necessary governmental, tax, exchange control or other approvals
or consents.  5.The Dealership Agreement, duly executed.  6.The Fiscal Agency Agreement, duly executed or a conformed copy
thereof.  7.In respect of the Issuer, the Deed of Covenant duly executed or a
conformed copy thereof.  8.A certified copy of the relevant duly executed Keep-Well Agreement.  9.The Information Memorandum and confirmation of the approval of the
Programme by SIX and the issuance of Instruments by the Issuer.  10.Legal opinions from suitable lawyers qualified in English law,
internal Counsel of ABB Ltd, and (in the case of the Issuer) from the legal
advisers to the Issuer in The Netherlands, (in the case of any New Issuer (as
defined in Clause 10.2)) from reputable and suitably qualified legal advisers
in the jurisdiction of incorporation and, if different, tax residence of such
New Issuer.  Each legal opinion referred
to above (other than in respect of any New Issuer) to be delivered pursuant to
Clause 3.3(f) of the Dealership Agreement.  11.Confirmation of the ratings for the Programme obtained from
applicable rating agency(ies).  28


12.In relation to the Issuer and ABB Ltd, a letter from ABB Limited
agreeing to act as process agent for the Issuer and ABB Ltd, as the case may
be, in relation to the Dealership Agreement, the Fiscal Agency Agreement, the
Deed of Covenant and the Instruments.  29


SCHEDULE 3  DEALER ACCESSION LETTER  [Date]  [New
Dealer[s]] [Address]  Dear
Sirs,  ABB
CAPITAL B.V. (the Issuer) Programme
for the Issuance of Debt Instruments  We
refer to the Dealership Agreement dated 17 December 2008 entered into in
respect of the above Programme for the Issuance of Debt Instruments (such
agreement, as amended or supplemented from time to time, the Dealership Agreement) between ourselves, ABB Ltd and the
Dealers from time to time party thereto, and have pleasure in inviting [each
of] you to become a Dealer upon the terms of the Dealership Agreement [in
respect of and for the purpose of [specify Tranche of Instruments]](1), a copy
of which has been supplied to you by us. 
We are enclosing copies of the conditions precedent as set out in
Schedule 2 to the Dealership Agreement and copies of the most recent comfort
letters and opinions delivered pursuant to paragraph (f) of
Clause 3.3 of the Dealership Agreement. 
Please return to us a copy of this letter signed by an authorised
signatory [on your behalf/on behalf of each of you] whereupon [each of] you
will become a Dealer for the purposes of the Dealership Agreement with,
[subject as hereinafter provided,] all the authority, rights, powers, duties
and obligations of a Dealer under the Dealership Agreement [in respect of and
for the purpose of [specify Tranche of Instruments] and provided always that
[each of] you shall not be entitled to the benefit of our undertakings
contained in Clause 3.3 of the Dealership Agreement except for those contained
in paragraphs (a), (f)(ii) and (iii), (g), (h), (i) and (k) thereof
and the provisions of Clauses 8, 9 and 10 of the Dealership Agreement shall not
apply to [any of] you].(1)  This
letter and all non-contractual obligations arising out of or in connection with
this letter are governed by English law.  Yours
faithfully,  ABB
Capital B.V.  By:  By:  By:  ABB Ltd  By:  
 (1)Applies only where the incoming Dealer is being appointed in respect
of a particular Tranche of Instruments  30


CONFIRMATION  We
hereby accept the appointment as a Dealer and accept all of the duties and
obligations under, and terms and conditions of, the Dealership Agreement upon
the terms of this letter [in respect of and for the purpose of [specify Tranche
of Instruments]].  We
confirm that we are in receipt of all the documents referred to in the second
sentence of your letter and have found them to be satisfactory.  For the
purposes of the Dealership Agreement our communications details are as set out
below.  [NEW
DEALER]  By:  Date:  Address:
  [           ]Telex:
  [           ]Facsimile:
  [           ]Attention:
  [           ]  [NEW
DEALER]  By:  Date:  Address:
  [           ]Telex:
  [           ]Facsimile:
  [           ]Attention:
  [           ]  [(2)Copies to:  Applies only
where the incoming Dealer is being appointed in respect of the Programme
generally  (i)all existing Dealers who have been appointed in respect of the
Programme generally; and  (ii)the Fiscal Agent.]  
 (2)Applies
only where the incoming Dealer is being appointed in respect of the Programme
generally  31


SCHEDULE 4  SPECIMEN FORM OF RECORD OF RELEVANT AGREEMENT
APPROPRIATE WHERE A GROUP OF DEALERS ARE JOINTLY AND SEVERALLY AGREEING TO
SUBSCRIBE FOR THE RELEVANT INSTRUMENTS  [Letterhead
of the Issuer]  [Date]  Form of
Record of Relevant Agreement  [                      ] (the Relevant Dealer)  [                      ] (together,
with the Relevant Dealer, the Dealers)  Dear
Sirs  ABB
CAPITAL B.V. Programme
for the Issuance of Debt Instruments  Issue
of [Aggregate principal amount and title of Instruments to be issued (theInstruments)]  We,
[ABB Capital B.V.] (the Issuer) and
ABB Ltd, refer to the dealership agreement (the Dealership
Agreement) dated 17 December 2008 (as amended or supplemented from time to time) and made between
ourselves as Issuer, ABB Ltd and the Dealer named therein and entered into with
respect to the Programme for the issuance of debt instruments, described in an
information memorandum dated 17 December 2008.  [The Instruments are the subject of an
invitation telex dated [        ].]  We
write in order to record the agreement between us as follows:  (a)our agreement recorded in this letter is a Relevant Agreement as
defined in the Dealership Agreement and is subject to the Dealership Agreement
(save as modified in relation to the Instruments as provided herein) and the
Pricing Supplement which has been prepared in respect of such Instruments;  (b)we will, in accordance with the Fiscal Agency Agreement dated 17 December 2008
and as further amended or supplemented from time to time, issue the Instruments
(represented by an appropriate temporary global instrument) on [           ]* (or such later date, being not
later than [        ]*, as may be agreed
between us and the Relevant Dealer on your behalf) (the closing date);  32


(c)you jointly and severally undertake that you will subscribe for the
Instruments on the closing date at their [issue price]* as specified in the
invitation telex [plus (if the closing date has been subject to postponement)
accrued interest on their principal amount]* (the Issue Price)
and, on the closing date, pay the net subscription moneys for the Instruments
being the Issue Price [(less the commissions, concessions and other matters
agreed to be deducted pursuant to paragraph (d) below)] by credit transfer
in the currency in which the Instruments are denominated for same day/immediate
value to [set out full details of the Issuers receiving bank account];  (d)[specify agreement with respect to commissions, concessions, costs
and expenses and other such matters stating whether such items may be deducted
from the Issue Price payable on the closing date;]  (e)[[          ]
agrees to act as [insert details of any calculation agency or similar function
which [          ] has agreed
to undertake] and we confirm that the provisions of Clause 3.2(f) of
the Dealership Agreement will apply to such appointment].**  Please
signify your confirmation that the foregoing correctly records the agreement
between us by counter-signing and returning the enclosed copy of this letter
together with evidence of the authority of the person signing on your behalf.  This
letter agreement and all non-contractual obligations arising out of or in
connection with this letter are governed by English law.  Yours
faithfully  [ABB
CAPITAL B.V.]  By:
  By:ABB LTDBy:
  By:  Confirmed  [list
the Relevant Dealer and Dealers in
the agreed order]  By:  
 *delete or complete as appropriate  **only to be considered in relation to Tranches where a Dealer has
agreed to undertake any calculation agency or similar function  33


SCHEDULE 5  NOTICE OF INCREASE OF AUTHORISED AMOUNT  To:[list all current Dealer(s) appointed in respect of the
Programme generally]  Dear
Sirs,  ABB
CAPITAL B.V. (theIssuer) Programme
for the Issuance of up to U.S.$5,250,000,000 Debt Instruments  We
refer to the Dealership Agreement dated 17 December 2008 entered into in
respect of the above Programme for the Issuance of Debt Instruments (such
agreement, as amended or supplemented from time to time, the Dealership Agreement), between ourselves as Issuer, ABB Ltd
and the Dealers from time to time party thereto.  Terms used in the Dealership Agreement shall
have the same meanings in this letter.  Pursuant
to Clause 9.1 of the Dealership Agreement, we hereby inform each of the
addressees listed above that the Authorised Amount be increased from
[          ] to
[          ] with effect from
[date] or such later date upon which the requirements of Clause 9.2 of the
Dealership Agreement shall be fulfilled, subject always to the provisions of
Clause 9.2 of the Dealership Agreement.  From
the date upon which the increase in the Authorised Amount becomes effective,
all references in the Dealership Agreement to the Authorised Amount shall be to
the new increased amount as specified herein.  This
letter and all non-contractual obligations arising out of or in connection with
this letter are governed by the laws of England.  Yours
faithfully,  ABB
Capital B.V.  By:  34


SCHEDULE 6  UNDERTAKING FROM NEW ISSUER  To:[list all current Dealer(s) appointed in respect of the
Programme generally]  Dear
Sirs,  ABB
CAPITAL B.V. (theIssuer) Programme
for the Issuance of up to U.S.$5,250,000,000 Debt Instruments  We
refer to the Dealership Agreement dated 17
December 2008 entered into in respect of the above Programme for
the Issuance of Debt Instruments (such agreement, as modified or amended from
time to time, the Dealership Agreement),
between the Issuer, ABB Ltd and the Dealers from time to time party
thereto.  Terms used in the Dealership
Agreement shall have the same meanings in this letter.  We
desire to become an Issuer in respect of the Programme and accordingly a party
to the Dealership Agreement.  We
hereby undertake, with effect from
[          ], to each of the
Dealers to be bound by and to represent, warrant, undertake, perform and comply
with all the provisions of the Dealership Agreement in all respects as if we
had been originally named a party thereto as Issuer but on the basis that [specify any amendments, supplements or modifications which are
necessary to the provisions of the Dealership Agreement in its application to
the New Issuer].  This
letter agreement and all non-contractual obligations arising out of or in
connection with this letter agreement are governed by the laws of England.  Yours
faithfully,  ABB
Captial B.V.  By:  35


SCHEDULE 7  NOTICE DETAILS  ABB
CAPITAL B.V.  Address:
  Burgemeester
  Haspelslaan 65, 5/FNL-1181
  AmsterdamThe
  NetherlandsFax:
  +31
  20 4459844Attention:
  Business
  Administrationcopy to:Address:
  ABB
  Group Treasury OperationsAffolternstrasse
  44CH
  8050 ZurichSwitzerlandFax:
  +41
  43 317 7474Attention:
  Business
  OperationsABB LTDAddress:
  Affolternstrasse
  448050
  ZurichSwitzerlandFax:
  +41
  43 317 7992Attention:
  Legal
  DepartmentMORGAN STANLEY & CO. INTERNATIONAL PLCAddress:
  25
  Cabot SquareCanary
  WharfLondon
  E14 4QAFax:
  +44
  20 7677 7999Attention:
  Global
  Capital Markets - Head of Transaction Management Group  36


SIGNATURES  The
Issuer  ABB CAPITAL B.V.By:     ALFRED STORCK
  By:     BRIAN VAN REIJNABB LtdABB LTDBy:     ALEX HALL
  By:     RICHARD A. BROWNThe DealerMORGAN STANLEY & CO. INTERNATIONAL PLCBy:     BARBARA L. ALEXANDER  37