**EXHIBIT2.3**

 

|                    | **LIMITED LIABILITY PARTNERSHIP** |
|--------------------|-----------------------------------|
| ** **         |
| **EXECUTION COPY** |

 

**ABB INTERNATIONAL FINANCE LIMITED**

 

as issuer

 

**PROGRAMME FOR THE ISSUANCE OF DEBTINSTRUMENTS**

 

 

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**AMENDEDAND RESTATED FISCAL AGENCYAGREEMENT**

 

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**8 December 2005**

 

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**CONTENTS**

 
| **SECTION**                                                                                                                     | ** **                                                     | **Page**   |
|---------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|------------|
| ** **                                                                                                                      | ** **                                                     | ** ** |
| 1.                                                                                                                              | Interpretation                                                 |       | 1 |
|                                                                                                                            |                                                           |       |   |
| 2.                                                                                                                              | Appointment Of The Paying Agents And The Registrars            |       | 5 |
|                                                                                                                            |                                                           |       |   |
| 3.                                                                                                                              | The Instruments                                                |       | 5 |
|                                                                                                                            |                                                           |       |   |
| 4.                                                                                                                              | Issuance Of Instruments                                        |       | 8 |
|                                                                                                                            |                                                           |       |   |
| 5.                                                                                                                              | Replacement Instruments                                        |       | 12 |
|                                                                                                                            |                                                           |       |   |
| 6.                                                                                                                              | Payments To The Fiscal Agent Or The Registrar                  |       | 13 |
|                                                                                                                            |                                                           |       |   |
| 7.                                                                                                                              | Payments To Holders Of Bearer Instruments                      |       | 15 |
|                                                                                                                            |                                                           |       |   |
| 8.                                                                                                                              | Payments To Holders Of Registered Instruments                  |       | 17 |
|                                                                                                                            |                                                           |       |   |
| 9.                                                                                                                              | Miscellaneous Duties Of The Fiscal Agent And The Paying Agents |       | 17 |
|                                                                                                                            |                                                           |       |   |
| 10.                                                                                                                             | Early Redemption                                               |       | 22 |
|                                                                                                                            |                                                           |       |   |
| 11.                                                                                                                             | Miscellaneous Duties Of The Registrars                         |       | 22 |
|                                                                                                                            |                                                           |       |   |
| 12.                                                                                                                             | Commissions, Fees And Expenses                                 |       | 25 |
|                                                                                                                            |                                                           |       |   |
| 13.                                                                                                                             | Terms Of Appointment                                           |       | 25 |
|                                                                                                                            |                                                           |       |   |
| 14.                                                                                                                             | Changes In Agents                                              |       | 26 |
|                                                                                                                            |                                                           |       |   |
| 15.                                                                                                                             | Substitution                                                   |       | 29 |
|                                                                                                                            |                                                           |       |   |
| 16.                                                                                                                             | Further  Issuers                                               |       | 30 |
|                                                                                                                            |                                                           |       |   |
| 17.                                                                                                                             | Notices                                                        |       | 32 |
|                                                                                                                            |                                                           |       |   |
| 18.                                                                                                                             | Law And Jurisdiction                                           |       | 33 |
|                                                                                                                            |                                                           |       |   |
| 19.                                                                                                                             | Modification                                                   |       | 34 |
|                                                                                                                            |                                                           |       |   |
| 20.                                                                                                                             | Counterparts                                                   |       | 34 |
|                                                                                                                            |                                                           |       |   |
| 21.                                                                                                                             | Contracts (Rights Of Third Parties) Act 1999                   |       | 34 |
|                                                                                                                            |                                                           |       |
| Form Of Temporary Global Instrument (Bearer)                                                                                    |                                                           | 35         |
|                                                                                                                            |                                                           |       |
| Form Of Permanent Global Instrument                                                                                             |                                                           | 48         |
|                                                                                                                            |                                                           |       |
| Form Of Definitive Instrument (“ISMA” Format)                                                                         |                                                           | 55         |
|                                                                                                                            |                                                           |       |
| Form Of Registered Instrument                                                                                                   |                                                           | 63         |
|                                                                                                                            |                                                           |       |
| Provisions For Meetings Of Holders Of Instruments                                                                               |                                                           | 67         |
|                                                                                                                            |                                                           |       |
| Form Of Deed Of Assumption                                                                                                      |                                                           | 76         |
|                                                                                                                            |                                                           |       |
| Regulations Concerning Transfers Of  Registered Instruments And Exchanges Of Bearer Instruments For Registered  Instrument**S** |                                                           | 82         |
|                                                                                                                            |                                                           |       |
| The Specified Offices Of The Paying Agents And The Registrars                                                                   |                                                           | 84         |

 

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**THIS AMENDED AND RESTATED FISCAL AGENCY AGREEMENT** is made on 8 December 2005 andreplaces the Amended and Restated Fiscal Agency Agreement dated 24 November2004 as supplemented.

 

**BETWEEN**:

 

(1)                            **ABB INTERNATIONALFINANCE LIMITED**(“**AIFLTD**”) (the “**Issuer**”, which expression shall, where thecontext so permits, include any Further Issuer as defined in Clause 16.1hereof);

 

(2)                            **FORTIS BANQUELUXEMBOURG S.A.**inits capacities as fiscal agent (the “**FiscalAgent**”, which expression shall include any successor to FortisBanque Luxembourg S.A. in its capacity as such) and principal registrar (the “**Principal Registrar**”, which expressionshall include any successor to Fortis Banque Luxembourg S.A. in its capacity assuch); and

 

(3)                            **BANQUEMEESPIERSON BGL S.A.**in its capacity as Swiss paying agent for the purposes of article 26 ofthe Listing Rules of the SWX Swiss Exchange (together with the Fiscal Agent,the “**Paying Agents**”, whichexpression shall include any substitute or additional paying agents appointedin accordance herewith).

 

**WHEREAS:**

 

(A)                        The Issuer established a programme(the “**Programme**”) for the issuanceof debt instruments (the “**Instruments**”)having any maturity up to thirty years, subject to compliance with all legaland/or regulatory requirements and in connection with which they have enteredinto an amended and restated dealership agreement dated 8 December 2005 (the “**Dealership Agreement**”) and made between theIssuer, ABB Ltd and Morgan Stanley & Co. International Limited (the “**Dealer**”, which expression shall include anysubstitute or additional dealers appointed in accordance with the DealershipAgreement).  In respect of bearerInstruments issued in temporary global or permanent global form, the Issuer hasexecuted and delivered a deed of covenant dated 10 March 1993 (the “**Deed of Covenant**”).

 

(B)                          Instruments may be issued on alisted or unlisted basis.  The Issuer hasmade an application to the SWX Swiss Exchange (the “**SWX**”) for approval of the Programme, under which, uponapproval (and subsequent annual approvals of updates of the Programme),Instruments can be issued and listed on SWX for a period of twelve months.

 

(C)                          The parties hereto wish to recordcertain arrangements which they have made in relation to the Instruments to beissued under the Programme.

 

**IT IS AGREED** as follows:

 

# **1.**                                 INTERPRETATION

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## 1.1                           In this Agreement, any reference to:

 

“**Authorised Amount**” shallhave the meaning ascribed in the Dealership Agreement;

 

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“**Banking Day**” is to a day(other than Saturdays and Sundays) on which commercial banks are open forbusiness (including dealings in foreign exchange and foreign currency deposits)in the place where the specified office of the Fiscal Agent or, as the case maybe, the Registrar is located;

 

a “**Clause**” is, unless thecontext indicates otherwise, to a Clause in a Section hereof;

 

“**Clearstream, Luxembourg**”means Clearstream Banking, société anonyme;

 

a “**Condition**” is to theterms and conditions of the Instruments as appearing in the InformationMemorandum or, in relation to any Tranche or Series of Instruments, such termsand conditions as the same may be amended or supplemented or replaced asdescribed in the relevant Pricing Supplement or Pricing Supplements and anyreference to a numbered “Condition” is to the correspondingly numberedprovision thereof and “**terms and conditions**”should be construed accordingly;

 

a “**Coupon**” is to aninterest coupon and where the context permits, a Talon, in each caseappertaining to a Definitive Instrument;

 

“**Euroclear**” is toEuroclear Bank S.A./N.V., as operator of the Euroclear System;

 

“**Event of Default**” is toany of the circumstances or events set out in Condition 7 (as the same may bemodified by the relevant Pricing Supplement in relation to any Tranche ofInstruments);

 

the “**Exchange Act**” is tothe United States Securities Exchange Act of 1934;

 

the “**Exchange Date**” meansthe date which is 40 days after the completion of the distribution of theInstruments comprising the relevant Tranche, as specified in the relevantPricing Supplement;

 

“**Information Memorandum**”means the information memorandum the preparation of which has been procured bythe Issuer in order to obtain approval by SWX of the Programme as a “domesticissuance programme” according to the Additional Rules for the Listing of Bondsof SWX, together with any information incorporated therein by reference, as thesame may be amended, supplemented, updated and/or substituted from time to timeand any further information memorandum prepared in connection with the listingof such Instruments on any other stock exchange (as such further informationmemorandum may be amended, supplemented, updated and/or substituted from time totime);

 

“**Instalment Instrument**”means an Instrument the principal amount of which is repayable by instalments;

 

“**issue date**” means, inrelation to any Tranche of Instruments, the date of issue of such Instruments;

 

“**local time**” in relationto any payment is to the time in the city or town in which the relevant bank orthe relevant branch or office thereof is located and any reference to “**local banking days**” in relation thereto isto days (other than Saturdays and Sundays)

 

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on which commercial banks are open for business (including dealings inforeign exchange and foreign currency deposits) in such city or town;

 

“**Luxembourg Banking Day**”is to a day (other than Saturdays and Sundays) on which commercial banks areopen for business (including dealings in foreign exchange and foreign currencydeposits) in Luxembourg;

 

“**outstanding**” means, inrelation to the Instruments of the Issuer, all the Instruments of the Issuerand any coupons relating thereto other than:

 

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

 

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

 

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

 

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

 

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

 

(vi)                                  those Instruments which have beenmutilated or defaced and which have been surrendered or cancelled and inrespect of which replacement Instruments have been issued pursuant to Condition12;

 

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

 

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

 

Provided that for the purposes of the Fifth Schedule those Instrumentswhich are beneficially held by, or are held on behalf of, the Issuer or anyaffiliated company of the Issuer or ABB Ltd or any subsidiary of ABB Ltd andnot cancelled shall (unless and until ceasing to be so held) be deemed not toremain outstanding;

 

“**principal amount outstanding**”means, on any date, the principal amount of that Instrument on its date ofissue (i) less, in respect of any Instrument any amount of

 

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principal in respect of that Instrument that has become due and payableand either has been paid to the relevant holder or in respect of which theRelevant Date (as defined in Condition 8) shall have occurred, and (ii) less,in respect of any partly paid Instrument, any amount that shall not have beenpaid up in full;

 

“**Registrar**” is to thePrincipal Registrar as specified in the relevant Pricing Supplement relating toRegistered Instruments;

 

“**Regulations**” is to theregulations concerning the transfer of Registered Instruments or for theexchange of Bearer Instruments for Registered Instruments as may from time totime be promulgated by the Issuer.  Theinitial such regulations are set out in the Seventh Schedule;

 

“**Relevant Dealer**” means,in respect of any Tranche of Instruments, the institution specified as such inthe relevant Pricing Supplement or, if there is only one Dealer in respect ofsuch Tranche of Instruments, such Dealer;

 

“**Zurich****Banking Day**” is to a day (other thanSaturdays and Sundays) on which commercial banks are open for business(including dealings in foreign exchange and foreign currency deposits) in Zurich;

 

the “**specified office**” ofany Paying Agent or any Registrar is to the office specified against its namein the Eighth Schedule or such other office in the same city or town as suchPaying Agent or, as the case may be, such Registrar may specify by notice tothe Issuer and the other parties hereto in accordance with Clause 14.7;

 

a “**Schedule**” is, unlessthe context indicates otherwise, to a Schedule hereto;

 

a “**Section**” is, unless thecontext indicates otherwise, to a Section hereof;

 

the “**Securities Act**” is tothe United States Securities Act of 1933;

 

a “**Talon**” is to a talonexchangeable for further Coupons; and

 

a “**Tranche**” is to an issueof Instruments which are identical in all respects (save that they may bedenominated in different amounts and may comprise Instruments in bearer formand Instruments in registered form), which are intended to be issued on thesame closing date.

 

## 1.2                           Terms used, but not defined, herein shallhave the meanings ascribed to them as set out in the terms and conditions ofthe relevant Instruments.

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## 1.3                           Section and Schedule headings are for ease ofreference only and shall not affect the construction or interpretation of thisAgreement.

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## 1.4                           In this Agreement, any reference to paymentsof principal, redemption amount or interest includes any additional amountspayable in relation thereto under Condition 8.

 

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2.                                **APPOINTMENTOF THE PAYING AGENTS AND THE REGISTRARS**

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## 2.1                           The Issuer appoints each of thePaying Agents and each of the Registrars at their respective specified officesas its agent in relation to the Instruments for the purposes specified in thisAgreement and on the terms and conditions applicable thereto and all mattersincidental thereto.  Except where thecontext otherwise requires references to the Paying Agents and the Registrarsare to them acting solely through such respective specified offices.  The obligations of the Paying Agents and theRegistrars hereunder are several and not joint.

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

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# **3.**                                 THEINSTRUMENTS

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## 3.1                           Instruments may be issued inseries (each a “**Series**”) and eachSeries may comprise one or more Tranches of Instruments.  Each Tranche will be the subject of a pricingsupplement (each a “**Pricing Supplement**”)prepared by or on behalf of the Issuer or, as the case may be, the relevantDealer, attached to or incorporated by reference into each Instrument of suchTranche and in the case of a Tranche in relation to which application shall bemade for listing on the SWX, lodged with the SWX.

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## 3.2                           Instruments may be issued inbearer form or in registered form, as specified in the relevant PricingSupplement.

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## 3.3                           The holders of interests inInstruments listed on SWX shall not have the right to request the printing anddelivery of definitive instruments. If the Fiscal Agent deems (i) the printingof definitive instruments and coupons to be necessary or useful or (ii) the presentationof definitive instruments and coupons to be required by Swiss or foreign lawsin connection with the enforcement of the rights of the holders, the FiscalAgent will provide for such printing. The Issuer hereby irrevocably authorisesthe Fiscal Agent to provide for such printing on its behalf. The definitiveinstruments will be printed and issued to the holders free of charge inexchange for their interests in the respective global instrument.

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## Instruments in bearer form (“**Bearer Instruments**”) will initially berepresented by a temporary global instrument, without interest coupons (a “**Temporary Global Instrument**”), in bearerform which shall be exchangeable in accordance with its terms on and from theExchange Date applicable to the Instruments represented by such TemporaryGlobal Instrument and upon due certification as described therein, for apermanent global instrument (a “**PermanentGlobal Instrument**”) representing such Bearer Instruments or, if sospecified in the relevant Pricing Supplement, for definitive instruments (“**Definitive Instruments**”).  In the case of a Series comprising bothBearer Instruments and Instruments in registered form (“**Registered Instruments**”) the TemporaryGlobal Instrument may be exchanged for Registered Instruments in

 

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## accordance with its terms only on and from theExchange Date applicable to the Instruments represented by such TemporaryGlobal Instrument and upon due certification as described therein.  Each Permanent Global Instrument will only beexchangeable in accordance with its terms for Definitive Instruments and/or (inthe case of a Series comprising both Bearer Instruments and RegisteredInstruments) Registered Instruments.

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## 3.4                           Each Temporary Global Instrumentshall:

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

 

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

 

(c)                                      be executed manually by twodirectors (or, as the case may be) managing directors of, or by a dulyauthorised attorney on behalf of, the Issuer and shall be authenticatedmanually by or on behalf of the Fiscal Agent; and

 

(d)                                     bear a unique serial number.

 

## 3.5                           Each Permanent Global Instrumentshall:

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

 

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

 

(c)                                      be executed manually by twodirectors (or, as the case may be) managing directors of, or by a dulyauthorised attorney on behalf of, the Issuer and shall be authenticatedmanually by or on behalf of the Fiscal Agent; and

 

(d)                                     bear a unique serial number.

 

## 3.6                           Each Definitive Instrument shall:

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

 

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

 

(c)                                      have a unique serial numberprinted thereon;

 

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(d)                                     if so specified in the relevantPricing Supplement, have attached thereto at the time of its initial deliveryCoupons;

 

(e)                                      if so specified in the relevantPricing Supplement, have attached thereto at the time of its initial delivery aTalon;

 

(f)                                        have endorsed thereon, attachedthereto or incorporated by reference therein the terms and conditionsapplicable thereto;

 

(g)                                     be executed manually or infacsimile by two directors (or, as the case may be) managing directors of theIssuer and authenticated manually by or on behalf of the Fiscal Agent;

 

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

 

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

 

## 3.7                           Each Registered Instrument shall:

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(a)                                      be printed, lithographed ortypewritten in substantially the form (duly completed) set out in the FourthSchedule but with such modifications, amendments and additions as theRegistrar, the relevant Dealer and the Issuer shall have agreed to benecessary;

 

(b)                                     have endorsed thereon, attachedthereto or incorporated by reference therein the terms and conditionsapplicable thereto; and

 

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

 

## 3.8                           The Issuer may adopt and use thesignature of any person who at the date of signing a Temporary GlobalInstrument, Permanent Global Instrument or Registered Instrument is anauthorised signatory for such purpose of the Issuer notwithstanding that suchperson may for any reason (including death) have ceased to be such anauthorised signatory at the time of the creation and issue of the relevantTranche or the issue and delivery of the relevant Instruments.

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

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## 3.10                     Execution in facsimile of anyInstruments and any photostatic copying or other duplication of master GlobalInstruments (in unauthenticated form, but executed

 

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## manually on behalf of the Issuer as stated above) shall be binding uponthe Issuer in the same manner as if such Instruments were signed manually bysuch signatories.

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## 3.11                     In regard to Instruments listed orto be listed on SWX, the global instruments and definitive instrumentsrepresenting such Instruments shall comply with the regulations of SWX that maybe applicable from time to time.

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# **4.**                                 ISSUANCE OFINSTRUMENTS

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## 4.1                           Upon the conclusion of anyagreement between the Issuer and any Dealer(s) for the sale by the Issuer andthe purchase by such Dealer(s) of any Instruments the Issuer shall, as soon aspracticable but in any event not later than 3.00 p.m. (Luxembourg time) fourLuxembourg Banking Days, prior to the proposed issue date therefor:

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

 

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

 

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

 

## 4.2                           The Issuer may, at its option,deliver from time to time to the Fiscal Agent a stock of *pro forma* Temporary Global Instruments andPermanent Global Instruments (in unauthenticated form but executed on behalf ofthe Issuer) and/or, to the Registrar, a stock of *pro forma* Registered Instruments (in unauthenticated formbut executed on behalf of the Issuer). Any such stock of Instruments shall be held in safe custody by theFiscal Agent or, as the case may be, the Registrar upon trust for the Issuerfor use only in accordance with the written instructions of the Issuer.  The Fiscal Agent or, as the case may be, theRegistrar shall return the stock of Instruments to the Issuer forthwith uponwritten request by the Issuer.

 

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## 4.3                           The Fiscal Agent or, as the casemay be, the Registrar shall, on behalf of the Issuer, where the relevantInstruments are to be listed on SWX, deliver a copy of the Pricing Supplementin relation to the relevant Tranche to the Listing Agent as soon as practicablebut in any event not later than 2.00 p.m. (local time) two Zurich Banking Daysprior to the proposed issue date therefor.

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## 4.4                           The provisions of this Clause 4.4shall apply to each Tranche of Instruments unless otherwise agreed between theIssuer, the Relevant Dealer and the Fiscal Agent or (in the case of RegisteredInstruments) the Registrar.  On or before10.00 a.m. (local time) two Banking Days prior to the issue date in relation toeach Tranche, the Fiscal Agent or, as the case may be, the Registrar shallauthenticate and deliver to the relevant depositary for Euroclear and/orClearstream, Luxembourg and/or any other relevant clearing system the relevantTemporary Global Instrument or, as the case may be, Registered Instrumentstogether with instructions to Euroclear or Clearstream, Luxembourg or suchother clearing system to credit the Instruments represented by such TemporaryGlobal Instrument or the Registered Instruments to such securities account(s)on a delivery against payment basis (or on such other basis as shall have been agreedbetween the Issuer and the Relevant Dealer and notified to the Fiscal Agent) asshall have been notified to the Fiscal Agent by the Issuer.

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The Fiscal Agent shall give instructions to Euroclear and/orClearstream, Luxembourg and/or any other relevant clearing system to creditInstruments represented by a Temporary Global Instrument or, as the case maybe, Registered Instruments registered in the name of the relevant depositary,to the Fiscal Agent’s distribution account. Unless otherwise agreed in respect of any Tranche of Instruments by theIssuer and the Relevant Dealer and notified to the Fiscal Agent each Instrumentwhich is so credited to the Fiscal Agent’s distribution account with Euroclearor Clearstream, Luxembourg or such other clearing system following the deliveryof a Temporary Global Instrument or Registered Instrument to the relevantdepositary shall be held to the order of the Issuer pending delivery to therelevant Dealer(s) on a delivery against payment basis in accordance with the normalprocedures of Euroclear or Clearstream, Luxembourg or such other clearingsystem, as the case may be.  The FiscalAgent shall on the issue date in respect of the relevant Tranche and againstreceipt of funds from the relevant Dealer(s) transfer (with same value date)the proceeds of issue to the Issuer to the account notified in accordance withClause 4.1 above.

 

## 4.5                           If the Fiscal Agent or, as thecase may be, the Registrar should pay an amount (an “**advance**”) to the Issuer in the belief that a payment has beenor will be received from a Dealer and if such payment is not received by theFiscal Agent or, as the case may be, the Registrar on the date that the FiscalAgent or, as the case may be, the Registrar pays the Issuer, the Issuer shallforthwith repay the advance (unless prior to such repayment the payment isreceived from the Dealer) and shall pay interest on such amount which shallaccrue (as well after as before judgment) on the basis of a year of 360 days(365 days (or 366 days, in the case of a leap year) in the case of an advancepaid in sterling) and the actual number of days elapsed from the date ofpayment of such advance until the earlier of (i) repayment of the advance or(ii) receipt by the

 

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## Fiscal Agent or, as the case may be, the Registrar of the payment fromthe Dealer, and at the rate per annum which is the aggregate of one per cent.per annum and the rate per annum specified by the Fiscal Agent or, as the casemay be, the Registrar as reflecting its cost of funds for the time being inrelation to the unpaid amount.

##  

## 4.6                           Unless a Permanent GlobalInstrument from the stock provided for in Clause 4.2 is to be used and theIssuer has provided such document to the Fiscal Agent pursuant to Clause 4.2,the Issuer shall, in relation to each Tranche of Bearer Instruments, ensurethat there is delivered to the Fiscal Agent not less than four LuxembourgBanking Days before the Exchange Date for the relevant Temporary GlobalInstrument, the Permanent Global Instrument (in unauthenticated form butexecuted by the Issuer and otherwise complete) in relation thereto or, as thecase may be, the Definitive Instruments or Registered Instruments (inunauthenticated form but executed by the Issuer and otherwise complete) inrelation thereto.  If, in the case of aSeries comprising both Bearer Instruments and Registered Instruments, theTemporary Global Instrument is exchangeable for Definitive Instruments and/orRegistered Instruments, (unless a Registered Instrument from the stock providedfor in Clause 4.2 is to be used and the Issuer shall have provided suchdocument to the Registrar pursuant to Clause 4.2) the Issuer shall ensure thatthere is delivered to the Registrar, sufficient Registered Instruments toenable the Registrar to effect exchanges of interests in the Temporary GlobalInstrument for Registered Instruments in accordance with the terms of theTemporary Global Instrument.  The FiscalAgent or, as the case may be, the Registrar, shall authenticate and deliversuch Permanent Global Instrument or, as the case may be, Definitive Instrumentsand/or Registered Instruments in accordance with the terms hereof and of therelevant Temporary Global Instrument.

##  

## 4.7                           The Issuer shall, in relation toeach Tranche of Bearer Instruments which is represented by a Permanent GlobalInstrument in relation to which an exchange notice has been given in accordancewith the terms of such Permanent Global Instrument, ensure that there isdelivered to the Fiscal Agent not less than ten Luxembourg Banking Days beforethe day on which the relevant notice period expires the Definitive Instruments(in unauthenticated form but executed by the Issuer and otherwise complete) inrelation thereto.  If, in the case of aSeries comprising both Bearer Instruments and Registered Instruments, thePermanent Global Instrument is exchangeable for Definitive Instruments and/orRegistered Instruments, (unless a Registered Instrument from the stock providedfor in Clause 4.2 is to be used and the Issuer shall have provided suchdocument to the Registrar pursuant to Clause 4.2) the Issuer shall ensure thatthere is delivered to the Registrar, sufficient Registered Instruments toenable the Registrar to effect exchanges of interests in the Permanent GlobalInstrument for Registered Instruments in accordance with the terms of thePermanent Global Instrument.  The FiscalAgent or, as the case may be, the Registrar, shall authenticate and deliversuch Definitive Instruments and/or Registered Instruments in accordance withthe terms hereof and of the relevant Permanent Global Instrument.

 

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## 4.8                           Where any Definitive Instrumentswith Coupons attached are to be delivered in exchange (not earlier than the ExchangeDate) for a Temporary Global Instrument or a Permanent Global Instrument, theFiscal Agent shall ensure that such Definitive Instruments shall have attachedthereto only such Coupons as shall ensure that neither loss nor gain ofinterest shall accrue to the bearer thereof.

##  

## 4.9                           The Fiscal Agent or, as the casemay be, the Registrar shall hold in safe custody and in trust for the accountof, and to the order of, the Issuer all unauthenticated Temporary GlobalInstruments, Permanent Global Instruments, Definitive Instruments or, as thecase may be, Registered Instruments delivered to it in accordance with thisSection 4, Section 5 or Section 11 and shall ensure that the same areauthenticated and delivered only in accordance with the terms hereof and, ifapplicable, the relevant Temporary Global Instrument or Permanent GlobalInstrument.

##  

## 4.10                     The Fiscal Agent and the Registrarare authorised by the Issuer to authenticate such Temporary Global Instruments,Permanent Global Instruments, Definitive Instruments or, as the case may be,Registered Instruments as may be required to be authenticated hereunder by thesignature of any of their respective officers or any other person dulyauthorised for the purpose by the Fiscal Agent or, as the case may be, the Registrar.

##  

## 4.11                     On each occasion on which aportion of a Temporary Global Instrument or a Permanent Global Instrument isexchanged for a portion of a Permanent Global Instrument or, as the case maybe, for Definitive Instruments and/or Registered Instruments, the Fiscal Agentshall note or procure that there is noted on the Schedule to, or in the absenceof a Schedule, on the face of, the Temporary Global Instrument or, as the casemay be, Permanent Global Instrument the aggregate principal amount thereof soexchanged and the remaining principal amount of the Temporary Global Instrumentor, as the case may be, Permanent Global Instrument (which shall be theprevious principal amount thereof less (or, in the case of a Permanent GlobalInstrument in respect of an exchange of a portion of a Temporary GlobalInstrument for a Permanent Global Instrument, plus) the aggregate principalamount so exchanged) and shall procure the signature of such notation on itsbehalf.  The Fiscal Agent shall forthwithcancel or procure the cancellation of each Temporary Global Instrument or, asthe case may be, Permanent Global Instrument against surrender of which it hasmade full exchange for a Permanent Global Instrument or Definitive Instrumentsand/or Registered Instruments.

##  

## 4.12                     The Issuer shall, in relation toeach series of Definitive Instruments to which a Talon is attached upon theinitial delivery thereof, on each occasion on which a Talon becomesexchangeable for further Coupons, not less than five Luxembourg Banking Daysbefore the date on which the final Coupon comprised in any Coupon sheet (whichincludes a Talon) matures (“**Talon ExchangeDate**”), ensure that there is delivered to the Fiscal Agent suchnumber of Coupon sheets as may be required in order to enable the Paying Agentto fulfil their obligation under Clause 4.13 hereof.

##  

## 4.13                     The Paying Agent shall on or afterthe Talon Exchange Date in respect of such Talon deliver a Coupon sheet againstthe presentation and surrender of such Talon provided

 

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## that if any Talon is presented and surrendered for exchange to anyPaying Agent and the Replacement Agent (as defined in Clause 5.1) has delivereda replacement therefor the Paying Agent shall forthwith notify the Fiscal Agentwhich shall immediately inform the Issuer of such presentation and surrenderand the Paying Agent shall not exchange against the same unless and until it isso instructed in writing by the Fiscal Agent. The Paying Agent which makes an exchange as set out in this Clause 4.13shall cancel each Talon surrendered to it and in respect of which a Couponsheet shall have been delivered and shall (if such Paying Agent is not theFiscal Agent) forthwith deliver the cancelled Talon to the Fiscal Agent.

##  

## 4.14                     The Issuer undertakes to notifythe Fiscal Agent of any changes in the identity of the Dealers and the FiscalAgent agrees to notify the other Paying Agents and Registrars thereof as soonas reasonably practicable thereafter.

##  

# **5.**                                 REPLACEMENTINSTRUMENTS

# ** **

## 5.1                           The Fiscal Agent or, as the casemay be, the Registrar (in such capacity “**ReplacementAgent**”) shall in accordance with the instructions of the Issuer andthe terms and conditions (subject to the provisions of Clause 5.2 below)authenticate and deliver a Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument, Coupon or, as the case may be, RegisteredInstrument as a replacement for any of the same which has been mutilated ordefaced or which has or has been alleged to have been destroyed, stolen or lostprovided that no Temporary Global Instrument, Permanent Global Instrument,Definitive Instrument, Coupon or Registered Instrument shall be delivered as areplacement for any of the same which has been mutilated or defaced otherwise thanagainst surrender of the same and any replacement Definitive Instrument shallhave the same number of Coupons and, if applicable, a Talon as are attached tothe mutilated or defaced Definitive Instrument so replaced.

##  

## 5.2                           The Replacement Agent shall notissue any replacement Temporary Global Instrument, Permanent Global Instrument,Definitive Instrument, Coupon or, as the case may be, Registered Instrumentunless the claimant shall have:

##  

(i)                                         paid such costs as may beincurred; and

 

(ii)                                      furnished (in the case ofdestroyed, lost or stolen Instruments) such evidence, security, indemnity andotherwise as the Issuer may require.

 

## 5.3                           Each replacement Temporary GlobalInstrument, Permanent Global Instrument, Definitive Instrument, Coupon orRegistered Instrument delivered hereunder shall bear a unique serial number.

##  

## 5.4                           The Replacement Agent shall canceleach mutilated or defaced Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument, Coupon or Registered Instrument surrenderedto it and in respect of which a replacement has been delivered.

##  

## 5.5                           The Replacement Agent shallforthwith notify the Issuer, and (in the case of Bearer Instruments) the otherPaying Agents of the delivery by it in accordance herewith of

 

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## any replacement Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument, Coupon or Registered Instrument, specifyingthe serial number thereof and the serial number (if any and if known) of theInstrument which it replaces and confirming (if such be the case) that theInstrument which it replaces has been cancelled.

##  

## 5.6                           The Issuer shall ensure that theReplacement Agent has available to it supplies of such Temporary GlobalInstruments, Permanent Global Instruments, Definitive Instruments, Coupons andRegistered Instruments, as the case may be, as shall be necessary to effect thedelivery of replacement Instruments under this Section 5.

##  

## 5.7                           Each of the Fiscal Agent, theRegistrar and the Replacement Agent undertake to notify the Issuer if its holdsinsufficient Instruments or Coupons to fulfil its respective obligations underSection 4 and this Section 5.

##  

## 5.8                           Unless the Issuer instructsotherwise, the Replacement Agent shall destroy each mutilated or defacedTemporary Global Instrument, Permanent Global Instrument, DefinitiveInstrument, Coupon or Registered Instrument surrendered to and cancelled by itand in respect of which a replacement has been delivered and shall as soon aspossible but not later than three months after such destruction furnish theIssuer with a certificate as to such destruction and specifying the serialnumbers of the Temporary Global Instrument, Permanent Global Instrument,Definitive Instruments and Registered Instruments in numerical sequence and thetotal number by maturity date of Coupons (and distinguishing any Talon inrespect thereof) so destroyed.

##  

# **6.**                                 PAYMENTS TOTHE FISCAL AGENT OR THE REGISTRAR

# ** **

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

##  

## 6.2                           Each amount payable by the Issuerunder Clause 6.1 shall be paid unconditionally by credit transfer in thecurrency in which the Instruments of the relevant Series are denominated or, ifdifferent, payable and in immediately available, freely transferable funds notlater than 10.00 a.m. (local time) on the relevant day to such account withsuch bank as the Fiscal Agent or, as the case may be, the Registrar may bynotice to the Issuer have specified for the purpose.  If the due date for payment in respect of anyInstruments is not, in respect of such Instruments, a Relevant Financial CentreDay (as defined in Condition 9B.02 of the terms and conditions of the relevantInstruments) then payment will be made on the next following Relevant FinancialCentre Day (or, in the case of Instruments denominated or, if different,payable in Euro on the next following day which is a TARGET Business Day (asdefined in Condition 5B.04 of the terms and conditions of theInstruments).  The Fiscal Agent or, asthe case may be, the Registrar shall give not less than 14 nor more than 21days’ notice to the Issuer of the due date for, and amount of, each payment inrespect of the Instruments.  The Issuer

 

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## shall, before 10.00 a.m. (local time) at least two Luxembourg BankingDays before the due date of each payment by it under Clause 6.1, confirm to theFiscal Agent or, as the case may be, the Registrar by tested telex or testedfax that it has given irrevocable instructions for the transfer of the relevantfunds to the Fiscal Agent or, as the case may be, the Registrar and the nameand the account of the bank through which such payment is being made.

##  

## 6.3                           The Fiscal Agent and eachRegistrar shall be entitled to deal with each amount paid to it hereunder inthe same manner as other amounts paid to it as a banker by its customersProvided that:

##  

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

 

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

 

## 6.4                           All moneys paid to the FiscalAgent by the Issuer in respect of any Instrument shall be held by the FiscalAgent from the moment when such moneys are received until the time of actualpayment thereof, upon trust to apply the same in accordance with Section 7, andthe Fiscal Agent shall not be obliged to repay any such amount unless or untilclaims against the Issuer in respect of the relevant Instruments are prescribedor the relevant payment becomes void or ceases in accordance with the terms andconditions, in which event it shall forthwith repay to the Issuer such portionof such amount as relates to such payment by paying the same by credit transferto such account with such bank as the Issuer may by notice to the Fiscal Agenthave specified for the purpose.

##  

## 6.5                       (a)                                            The Fiscal Agent or, as the casemay be, the Registrar shall forthwith notify the Paying Agents and the Issuerby telex or fax or cable if, by 10.00 a.m. (local time) on the due date for anypayment to it under Clause 6.1, it has not received confirmation that theIssuer has given irrevocable instructions for payment to be made as referred toin Clause 6.2.

##  

(b)                                 The Fiscal Agent or, as the casemay be, the Registrar shall forthwith (and in any event within one RelevantFinancial Centre Day in respect of the relevant Instruments) notify the Issuerif it has not received from the Issuer in the manner provided herein fullpayment on the due date of any amount with respect to the Instruments.

 

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

 

(i)                        forthwith so notify the otherPaying Agents; and

 

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

 

## 6.6                           All moneys paid to the Registrarby the Issuer in respect of any Instrument shall be held by the Registrar fromthe moment when such moneys are received until the time

 

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## of actual payment thereof, upon trust to  apply the same in accordance with Section 8,and the Registrar shall not be obliged to repay any such amount unless or untilthe claims against the Issuer in respect of the relevant Registered Instrumentsare prescribed or the relevant payment becomes void or ceases in accordancewith the terms and conditions, in which event it shall forthwith repay to theIssuer such portion of such amount as relates to such claims in respect of therelevant Registered Instruments by paying the same by credit transfer to such accountwith such bank as the Issuer may by notice to the Registrar have specified forthe purpose.

##  

# **7.**                                 PAYMENTS TOHOLDERS OF BEARER INSTRUMENTS

# ** **

## 7.1                           Each Paying Agent shall makepayments of interest, principal or, as the case may be, redemption amount inrespect of Bearer Instruments in accordance with the terms and conditionsapplicable thereto (and, in the case of a Temporary Global Instrument or aPermanent Global Instrument, the terms thereof) Provided that:

##  

(a)                                      if any Temporary GlobalInstrument, Permanent Global Instrument, Definitive Instrument or Coupon ispresented or surrendered for payment to any Paying Agent and such Paying Agenthas delivered a replacement therefor or has been notified that the same hasbeen replaced, such Paying Agent shall forthwith notify the Fiscal Agent (whichshall immediately notify the Issuer) of such presentation or surrender andshall not make payment against the same until it is so instructed in writing bythe Issuer and has received the amount to be so paid;

 

(b)                                     if any Temporary Global Instrumentor Permanent Global Instrument is presented or surrendered for payment to anyPaying Agent other than the Fiscal Agent, such Paying Agent shall (withoutprejudice to Clause 7.3) forthwith notify the Fiscal Agent of that fact;

 

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

 

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

 

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

 

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

 

(e)                                      each Paying Agent shall (in thecase of the Temporary Global Instrument or Permanent Global Instrument, inaccordance with the directions of the Fiscal Agent) cancel or procure thecancellation of each Temporary Global Instrument, Permanent Global Instrument,Definitive Instrument (in the case of early redemption, together with suchunmatured Coupons or unexchanged

 

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Talons as are attached to orare surrendered with it at the time of such redemption), or, as the case maybe, Coupon against surrender of which it has made full payment and shall (ifsuch Paying Agent is not the Fiscal Agent) forthwith deliver or procure thedelivery of each Temporary Global Instrument, Permanent Global Instrument,Definitive Instrument (together with as aforesaid) or Coupon so cancelled by itto the Fiscal Agent together with all relevant details; and

 

(f)                                        in the case of payment ofinterest, principal or, as the case may be, redemption amount againstpresentation of a Temporary Global Instrument or a Permanent Global Instrumentor in the case of payment of an instalment in respect of an InstalmentInstrument against presentation of a Definitive Instrument, the relevant PayingAgent shall (in the case of the Temporary Global Instrument or Permanent GlobalInstrument, in accordance with the directions of the Fiscal Agent) note or procurethat there is noted on the Schedule thereto, or in the absence of a Schedule,on the face thereof, the amount of such payment and, in the case of payment ofprincipal or redemption amount, the remaining principal amount of the relevantInstrument (which shall be the previous principal amount less the amount ofprincipal or, as the case may be, the principal amount in respect of whichredemption amount has then been paid) and shall procure the signature of suchnotation on its behalf.

 

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

##  

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

##  

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

 

(b)                                     the Fiscal Agent shall on demandpromptly reimburse such Paying Agent for the amount so properly paid by it bypayment out of the funds received by it under Clause 6.1 of an amount equal tothe amount so paid by it by paying the same by credit transfer to such accountwith such bank as such Paying Agent may by notice to the Fiscal Agent havespecified for the purpose.

 

## 7.4                           If the Fiscal Agent makes anypayment in accordance with Clause 7.1 out of its own funds, it shall beentitled to appropriate for its own account out of the funds received by it underClause 6.1 an amount equal to the amount so paid by it.

 

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## 7.5                           If at any time and for any reasona Paying Agent makes a partial payment in respect of any Temporary GlobalInstrument, Permanent Global Instrument, Definitive Instrument or Couponsurrendered for payment to it, such Paying Agent shall endorse thereon astatement indicating the amount and date of such payment.

##  

# **8.**                                 PAYMENTS TOHOLDERS OF REGISTERED INSTRUMENTS

# ** **

## 8.1                           The Registrar shall make paymentsof interest, principal or, as the case may be, redemption amount in respect ofRegistered Instruments in accordance with the terms and conditions applicablethereto Provided that unless and until the full amount of any payment has beentransferred to the Registrar, the Registrar shall not be bound to make paymentson behalf of the Instruments.

##  

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

##  

## 8.3                           If a Registrar makes any paymentin accordance with Clause 8.1 out of its own funds, it shall be entitled toappropriate for its own account out of the funds received by it under Clause6.1 an amount equal to the amount so paid by it.

##  

## 8.4                           If at any time and for any reasona Registrar makes a partial payment in respect of any Registered Instrumentsurrendered for payment to it, such Registrar shall endorse thereon a statementindicating the amount and date of such payment.

##  

# **9.**                                 MISCELLANEOUSDUTIES OF THE FISCAL AGENT AND THE PAYING AGENTS

# ** **

***Cancellation, destruction andrecords***

 

## 9.1                           The Fiscal Agent shall:

##  

(a)                                      maintain a complete record of allTemporary Global Instruments, Permanent Global Instruments, DefinitiveInstruments and Coupons delivered hereunder and of their redemption, payment,exchange, cancellation, mutilation, defacement, alleged destruction, theft orloss or replacement provided that no record need be maintained of the serialnumbers of Coupons save insofar as that a record shall be maintained of theserial numbers of unmatured Coupons missing at the time of redemption or othercancellation of the relevant Definitive Instruments and of any subsequentpayments against such Coupons and shall send forthwith to the other PayingAgents a list of any unmatured Coupons and/or unexchanged Talons missing uponredemption of the relevant Definitive Instrument;

 

(b)                                     maintain a record of allcertifications received by it in accordance with the provisions of anyTemporary Global Instrument;

 

(c)                                      upon request by the Issuer, informthe Issuer of the spot rate of exchange quoted by it for the purchase of thecurrency in which the relevant Instruments are denominated against payment ofUnited States dollars (or such

 

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other currency specified bythe Issuer) on the date on which the Relevant Agreement (as defined in theDealership Agreement) in respect of such Instruments was made;

 

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

 

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

 

## 9.2                           The Paying Agents shall makeavailable to the Fiscal Agent such information as may reasonably be requiredfor the maintenance of the records referred to in Clause 9.1.

##  

## 9.3                           In relation to any Instrumentspurchased by the Issuer or any of its affiliated companies, the Issuer maydeliver to the Fiscal Agent Definitive Instruments and unmatured Couponsappertaining thereto for cancellation or, as the case may be, may procure thedelivery to the Fiscal Agent of a Temporary Global Instrument or a PermanentGlobal Instrument with instructions to cancel a specified aggregate principal amountof Instruments represented thereby (which instructions shall be accompanied byevidence satisfactory to the Fiscal Agent that the Issuer is entitled to givesuch instructions) whereupon the Fiscal Agent shall cancel such DefinitiveInstruments and Coupons or, as the case may be, note or procure that there isnoted on the Schedule to, or in the absence of a Schedule, on the face of, suchTemporary Global Instrument or Permanent Global Instrument the aggregateprincipal amount of Instruments so to be cancelled and the remaining principalamount thereof (which shall be the previous principal amount thereof less theaggregate principal amount of the Instruments so cancelled) and shall procurethe signature of such notation on its behalf.

##  

## 9.4                           As soon as possible (and in anyevent within three months) after each interest or other payment date inrelation to any Series of Bearer Instruments, after each date on whichInstruments are cancelled in accordance with Clause 9.3, and after each date onwhich the Instruments fall due for redemption, the Fiscal Agent shall notifythe Issuer and the other Paying Agents (on the basis of the informationavailable to it) of:

##  

(i)                                         the aggregate principal amountpaid on, and the serial numbers of all Instruments redeemed, surrendered andcancelled and the serial numbers of any Definitive Instruments which have notyet been surrendered for payment;

 

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

 

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

 

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

 

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

##  

***Meetings of Holders of Instruments***

 

## 9.6                           Each Paying Agent shall, at therequest of the holder of any Bearer Instrument issue voting certificates andblock voting instructions in a form and manner which comply with the provisionsof the Fifth Schedule (except that it shall not be required to issue the sameless than forty-eight hours before the time fixed for any meeting thereinprovided for) and will perform the other functions specified in the FifthSchedule.  The provisions contained inthe Fifth Schedule will have full effect in the like manner as if they had beenexpressly incorporated herein in full. Each Paying Agent shall keep a full record of voting certificates andblock voting instructions issued by it and will give to the Issuer not lessthan twenty-four hours before the time appointed for any meeting oradjourned meeting full particulars of all voting certificates and block votinginstructions issued by it in respect of such meeting or adjourned meeting.

##  

***Documents and Forms***

 

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

##  

(a)                                      specimen Instruments;

 

(b)                                     sufficient copies of all documentsrequired to be available for issue or inspection as provided in the InformationMemorandum or, in relation to any Instruments, the terms and conditions orPricing Supplement in respect of such Instruments; and

 

(c)                                      in the event that the provisionsof such Condition become relevant in relation to any Instruments, thecertificate contemplated under the Condition headed “Early Redemption forTaxation Reasons”.

 

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## 9.8                           Each Paying Agent shall makeavailable for examination or use during normal business hours at its specifiedoffice such documents as may be specified as so available at the specifiedoffice of such agent in the Information Memorandum or, in relation to anyInstruments, the terms and conditions or Pricing Supplement in respect of suchInstruments, or as may be required by any stock exchange on which theInstruments may be listed and, without prejudice to the generality of theforegoing, the Fiscal Agent and the Paying Agent with its specified offices inLuxembourg and Zurich respectively, shall make available for examination or useduring normal business hours at its specified office copies of the InformationMemorandum and each Pricing Supplement and all other documents listed inparagraph 8 of the General Information Section of the Information Memorandumand, in the event that the provisions of such Condition become relevant, thecertificate contemplated in the Condition headed “Early Redemption for TaxationReasons”.

##  

***Notifications***

 

## 9.9                           The Fiscal Agent shall make allnecessary notifications (including the submission of documents or reports whererequired) to and with the Bank of England and the Ministry of Finance in Japanin connection with Instruments denominated in Pounds Sterling and Yenrespectively and other similar notifications (including the submission ofdocuments or reports where required) as may be required in respect of any otherInstruments.  Within one week after theend of each calendar month, the Fiscal Agent shall notify the Bank of Englandof the principal amount of each Tranche of Instruments denominated in Sterling(i) outstanding as at the end of the relevant calendar month and (ii) issued andredeemed since the previous such notification (or since the date of this FiscalAgency Agreement, as the case may be). Such notification shall be made even if no such Instruments wereoutstanding as at such time or issued or redeemed during such calendarmonth.  Such notification shall beconsistent with the requirements from time to time of the Bank of England.  Within fifteen days after the end of eachcalendar month, the Fiscal Agent shall submit a report in Japanese to theMinistry of Finance in Japan in respect of each Tranche of Instrumentsdenominated in Yen issued during the relevant calendar month.  Such report shall be submitted even if nosuch Instruments were issued during such calendar month.  Such report shall be consistent with therequirements from time to time of the Ministry of Finance of Japan.

##  

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

##  

***Notices***

 

## 9.11                     Forthwith upon receipt by the FiscalAgent of any notice or other communication from or on behalf of the holder ofany Instrument in relation to any Instrument, the Fiscal Agent shall forward acopy of the notice or communication to the Issuer.  Each of the

 

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## Paying Agents agrees to notify the Fiscal Agent forthwith in the eventthat it receives any such notice or communication.

##  

## 9.12                     The Fiscal Agent shall, upon andin accordance with the instructions of the Issuer but not otherwise promptlyarrange for the publication of any notices required to be given to the holdersof Bearer Instruments in accordance with the terms and conditions of therelevant Instruments or required to comply with the requirements of any stockexchange on which the relevant Instruments may be listed and shall supply acopy thereof to each other Paying Agent.

##  

***Indemnity***

 

## 9.13                     Each of the Paying Agents shallseverally indemnify the Issuer and each of them against any direct loss,liability, cost, claims, action, demand or expense incurred by the Issuer as aresult of or arising out of or in relation to or in connection with any breachby such Paying Agent, or any person acting on its behalf, of the terms of thisAgreement, or as a result of its wilful misconduct, negligence or bad faith orthat of its agents, officers or employees. The Issuer and each of them shall remain entitled to the benefit andeach of the Paying Agents shall be subject to the provisions of this Clause9.13 notwithstanding the provisions of Clause 14.5.

##  

***Exchange of Bearer Instruments forRegistered Instruments***

 

## 9.14                     In relation to any Seriescomprising Bearer and Registered Instruments, the Fiscal Agent shall receiverequests to effect exchanges of Bearer Instruments for Registered Instrumentstogether with the relevant Bearer Instruments, inform the Registrar (specifying(i) the aggregate principal amount of such Bearer Instruments, (ii) the name(s)and address(es) to be entered on the Register as the holder(s) of theRegistered Instrument(s) and (iii) the denomination(s) of the RegisteredInstrument(s)) and assist in the issue of the Registered Instrument(s) inaccordance with the terms and conditions applicable thereto and in accordancewith the Regulations.  The Fiscal Agentshall, on the exchange date (as defined in Condition 2.06) applicable to suchexchange of Bearer Instruments for Registered Instruments, cancel such BearerInstruments.

##  

# **10.**                           EARLYREDEMPTION

# ** **

## 10.1                     If the Issuer intends (other thanconsequent upon an Event of Default) to redeem all or any of the Instrumentsprior to their stated maturity date it shall not less than 15 days prior to thelatest date for the publication of the notice of redemption required to begiven to the holders of any Instruments, give notice of such intention to theFiscal Agent or, in the case of Registered Instruments, the Registrar (copiedto the Fiscal Agent) stating the date on which such Instruments are to beredeemed.

##  

## 10.2                     In respect of any Instruments towhich Condition 6.06 applies or which carries any other right of redemption atthe option of the holders of such Instruments, the Issuer will provide thePaying Agents or, in the case of Registered Instruments, the Registrar withcopies of the form of the current redemption notice and the Paying Agents or, as

 

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## the case may be, the Registrar will make available forms of the currentredemption notice to holders of Instruments upon request during usual businesshours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option,the Paying Agent or, in the case of Registered Instruments, the Registrar withwhich such Instrument is deposited shall hold such Instrument (together with,in the case of a Definitive Instrument, any Coupons relating to it depositedwith it) on behalf of the depositing holder of such Instrument (but shall not,save as provided below, release it) until the due date for redemption of therelevant Instrument consequent upon the exercise of such option, when, subjectas provided below, it shall present such Instrument (and any such Coupons) toitself for payment in accordance with the terms and conditions of the relevantInstruments and shall pay such moneys in accordance with the directions of theholder of the Instrument contained in the relevant redemption notice.  If, prior to such due date for itsredemption, such Instrument becomes immediately due and payable by reason of anEvent of Default or if upon due presentation payment of such redemption moneysis improperly withheld or refused, the Paying Agent concerned or, as the casemay be, the Registrar shall without prejudice to the exercise of such optionmail such Instrument (together with any such Coupons) by uninsured post to, andat the risk of, the holder of the relevant Instrument at such address as mayhave been given by such holder in the relevant redemption notice.

##  

## 10.3                     At the end of any applicableperiod for the exercise of such option or, as the case may be, not later than 7days after the latest date for the exercise of such option in relation to aparticular date, in relation to Bearer Instruments each Paying Agent shallpromptly notify the Fiscal Agent of the principal amount of the Instruments inrespect of which such option has been exercised with it together with theirserial numbers and the Fiscal Agent shall promptly notify such details to theIssuer.

##  

## 10.4                     At the end of any applicableperiod for the exercise of such option or, as the case may be, not later than 7days after the latest date for the exercise of such option in relation to aparticular date, in relation to Registered Instruments, the Registrar shallpromptly notify the Issuer of the principal amount of the Instruments inrespect of which such option has been exercised together with their serialnumbers.

##  

# **11.**                           MISCELLANEOUSDUTIES OF THE REGISTRARS

# ** **

***Cancellation and Records***

 

## 11.1                     Each Registrar shall maintain inrelation to each Series of Registered Instruments in relation to which it isappointed as registrar a register (each a “**Register**”),which shall be kept in accordance with the terms and conditions applicable tosuch Series of Registered Instruments and the Regulations.  Each Register shall show the aggregateprincipal amount and date of issue of each Tranche comprising the relevantSeries of Registered Instruments, the names and addresses of the initialholders thereof and the dates of all transfers to, and the names and addressesof, all subsequent holders thereof.  TheRegistrar shall further, in relation to each Series of Registered Instrumentsthe terms and conditions applicable to which provide that the rate of

 

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## interest or redemption amount or any calculation applicable theretoshall be determined by such Registrar, determine such rate of interest orredemption amount or make such calculation from time to time on the basistherein provided and take all such action as may to it seem reasonablyincidental thereto including, without limitation, the notification of all ratesand amounts so determined and the maintenance of all appropriate records.  The Registrar shall make each Register andall such records available for inspection at all reasonable times by theIssuer.

##  

## 11.2                     The Registrar shall by the issueof new Registered Instruments, the cancellation of old Registered Instrumentsand the making of entries in the relevant Register give effect to transfers ofRegistered Instruments in accordance with the terms and conditions applicablethereto and in accordance with the Regulations.

##  

## 11.3                     In relation to any Instrumentspurchased by the Issuer or any of its affiliated companies, the Issuer may fromtime to time deliver to the Registrar such Registered Instruments of which itis the holder for cancellation, whereupon such Registrar shall cancel the sameand shall make the corresponding entries in the relevant Register.

##  

## 11.4                     As soon as possible (and in anyevent within three months) after each date on which Registered Instruments arecancelled in accordance with Clause 11.3 or fall due for redemption, theRegistrar shall notify the Issuer of:

##  

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

 

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

 

## 11.5                     The Issuer shall ensure that eachRegistrar has available to it supplies of such Registered Instruments as shallbe necessary in connection with the transfer of Registered Instruments underthis Section 11.

##  

## 11.6                     The Registrar shall, upon and inaccordance with the instructions of the Issuer but not otherwise, promptlyarrange for the despatch of any notices required to be given to the holders ofRegistered Instruments in accordance with the terms and conditions of therelevant Instruments or required to comply with the requirements of any stockexchange on which the relevant Instruments may be listed.

##  

***Meetings of Holders of Instruments***

 

## 11.7                     The Registrar shall, at therequest of the holder of any Registered Instrument, issue voting certificatesand block voting instructions in a form and manner which comply with theprovisions of the Fifth Schedule (except that it shall not be required to issuethe same less than forty-eight hours before the time fixed for any meetingtherein provided for) and shall make available at the request of the holder ofany Registered Instrument, forms of proxy in a form and manner which complywith the provisions of the Fifth Schedule and will comply with the otherfunctions specified in the Fifth

 

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## Schedule.  The provisionscontained in the Fifth Schedule will have full effect in the like manner as ifthey had been expressly incorporated herein in full.  The Registrar shall keep a full record ofvoting certificates and block voting instructions issued by it and will give tothe Issuer not less than twenty-four hours before the time appointed for anymeeting or adjourned meeting, full particulars of all voting certificates andblock voting instructions issued by it in respect of such meeting or adjournedmeeting.

##  

***Documents and Forms***

 

## 11.8                     The Issuer shall provide to theRegistrar:

##  

(a)                                      specimen Instruments;

 

(b)                                     sufficient copies of all documentsrequired to be available for issue or inspection as provided in the InformationMemorandum or, in relation to any Instruments, the terms and conditions orPricing Supplement in respect of such Instruments; and

 

(c)                                      in the event that the provisionsof such Condition become relevant in relation to any Instruments, thecertificate contemplated under the Condition “Early Redemption for TaxationReasons”.

 

## 11.9                     The Registrar shall make availablefor examination or use during normal business hours at its specified officesuch documents as may be specified as so available at the specified office ofsuch agent in the Information Memorandum or, in relation to any Instruments,the terms and conditions or Pricing Supplement in respect of such Instrumentsor as may be required by any stock exchange on which the Instruments may belisted and, without prejudice to the generality of the foregoing, shall makeavailable for examination or use during normal business hours at its specifiedoffice copies of the Information Memorandum and each Pricing Supplement and allother documents listed in paragraph 8 of the General Information Section of theInformation Memorandum and, in the event that the provisions of such Conditionbecome relevant, the certificate contemplated in the Condition headed “EarlyRedemption for Taxation Reasons”.

##  

***Provision of Information***

 

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

##  

***Indemnity***

 

## 11.11               The Registrar shall severally indemnify theIssuer and each of them against any direct loss, liability, cost, claims,action, demand or expense incurred by such Issuer as a result of or arising outof or in relation to or in connection with any breach by the Registrar, or anyperson acting on its behalf, of the terms of this Agreement, or as a result ofits wilful misconduct, negligence or bad faith or that of its agents, officersor employees.  The Issuer and each ofthem shall remain entitled to the benefit and the

 

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## Registrar shall be subject to the provisions of this Clause 11.11notwithstanding the provisions of Clause 14.5.

##  

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

##  

***Exchanges of Bearer Instruments forRegistered Instruments***

 

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

##  

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

 

# **12.**                           COMMISSIONS,FEES AND EXPENSES

# ** **

## 12.1                     The Fiscal Agent and the Issuershall separately agree from time to time as to the amount of any commissions,fees and expense reimbursements to which the Fiscal Agent, the Paying Agentsand the Registrars will be entitled hereunder, and any and all such agreementsshall be binding on all of the parties hereto.

##  

## 12.2                     The Issuer shall pay all stamp andother similar taxes and duties, if any, which may be payable on the executionof this Agreement, on the creation and issue of the Instruments issued by itand the related Coupons and the delivery of the Instruments pursuant to theDealership Agreement.

##  

# **13.**                           TERMS OFAPPOINTMENT

# ** **

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

##  

(a)                                      (in the case of BearerInstruments) except as ordered by a court of competent jurisdiction or asrequired by law and notwithstanding any notice to the contrary or any writingthereon, treat the bearer of any Instrument as the absolute owner thereof andmake payments thereon accordingly;

 

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

 

(c)                                      after approval by the Issuer suchapproval not to be unreasonably withheld, engage and pay for the advice orservices of any leading firm of lawyers, or other leading experts, withrecognised expertise in the relevant field whose advice or services may to itseem necessary and rely upon any advice so obtained.  Any request for the Issuer’s approval of anysuch firm or expert must be answered by the Issuer within a reasonable timefollowing such request, failing which such approval shall be assumed to havebeen given.

 

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

##  

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

##  

## 13.4                     The Issuer shall indemnify eachPaying Agent and each Registrar against any direct loss, liability, claim,action, demand, reasonable cost or expense which it may properly incur or whichmay be made against it arising out of or in connection with its appointment orthe exercise of its powers and performance of its duties hereunder in respectof Instruments issued by the Issuer, except such as may result from its wilfulmisconduct, negligence or bad faith or that of its agents, officers oremployees.  The foregoing indemnity shallnot apply to any expenses of any Paying Agent or Registrar provided forpursuant to Clause 12.1.

##  

# **14.**                           CHANGES INAGENTS

# ** **

## 14.1                     Any Paying Agent or Registrar mayresign its appointment as the agent of the Issuer in relation to theInstruments of the Issuer upon the expiration of not less than ninety days’prior written notice to that effect by such Paying Agent or, as the case maybe, the Registrar to the Issuer (with a copy, if necessary, to the FiscalAgent) Provided that:

##  

(a)                                      any such notice which wouldotherwise expire within fifteen days before or after the maturity date of anySeries of Instruments or any interest or other payment date in relation to anySeries of Instruments shall be deemed, in

 

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relation to such Seriesonly, to expire on the fifteenth day following such maturity date or, as thecase may be, such interest or other payment date; and

 

(b)                                     in the case of (i) the FiscalAgent, (ii) the only remaining Paying Agent or Registrar with its specifiedoffice in continental Europe (but outside the United Kingdom), (iii) so long asany Instruments are listed on the SWX and/or any other stock exchange, thePaying Agent or the Registrar with its specified office in Zurich andLuxembourg respectively, and/or in such other place as may be required by suchother stock exchange, (iv) the Registrar in respect of any Series ofInstruments then outstanding, (v) in the circumstances described in Condition9A.04, the Paying Agent with its specified office in New York City, or (vi) aPaying Agent in a member state of the European Union that will not be obligedto withhold or deduct tax pursuant to the European Council Directive 2003/48/ECor any other Directive implementing the conclusions of the ECOFIN councilmeeting of 26-27 November 2000;

 

such resignation shall not be effective until asuccessor thereto (which in the case of the Fiscal Agent and the Registrarshall be a bank or trust company of good standing and authorised to exercisecorporate trust powers) has been appointed by the relevant Issuer as the agentof such Issuer in relation to the Instruments of such Issuer and notice of suchappointment has been given in accordance with the terms and conditions,Provided that such successor, in the case of (ii), shall have its specifiedoffice in continental Europe (but outside the United Kingdom and, in the caseof (iii), shall which must be a bank or a securities dealer that is subject tosupervision by the Swiss Federal Banking Commission and have its specifiedoffice in Switzerland and/or in such other place as may be required by SWX.

 

## 14.2                     The Issuer may revoke itsappointment of any Paying Agent or Registrar as its agent in relation to theInstruments by not less than thirty days’ notice to that effect to such PayingAgent or, as the case may be, such Registrar provided, however, that, in thecase of

##  

## (i) the Fiscal Agent, (ii) the only remainingPaying Agent or Registrar with its specified office in continental Europe (butoutside the United Kingdom), (iii) so long as any Instruments are listed on theSWX and/or any other stock exchange, the Paying Agent or Registrar with itsspecified office in Switzerland and/or in such other place as may be requiredby such other stock exchange, (iv) the Registrar in respect of any Series ofInstruments then outstanding or (v) in the circumstances described in Condition9A.04, the Paying Agent with its specified office in New York City, or (vi) aPaying Agent in a member state of the European Union that will not be obligedto withhold or deduct tax pursuant to the European Council Directive 2003/48/ECor any other Directive implementing the conclusions of the ECOFIN councilmeeting of 26-27 November 2000;

##  

such revocation shall not be effective until a successor thereto (whichin the case of the Fiscal Agent and the Registrar shall be a bank or trustcompany of good standing and

 

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authorised to exercise corporate trust powers) has been appointed bythe Issuer as the agent of the Issuer in relation to the Instruments of theIssuer and notice of such appointment has been given in accordance with theterms and conditions, Provided that such successor, in the case of (ii), shallhave its specified office in continental Europe (but outside the UnitedKingdom) and, in the case of (iii), which must be a bank or a securities dealerthat is subject to supervision by the Swiss Federal Banking commission and haveits specified office in Switzerland and/or in such other place as may berequired by SWX.

 

## 14.3                     The appointment of any PayingAgent or Registrar as the agent of the Issuer in relation to the Instrumentsshall terminate forthwith if any of the following events or circumstances shalloccur or arise, namely: such Paying Agent or, as the case may be, Registrarbecomes incapable of acting; such Paying Agent or, as the case may be,Registrar is adjudged bankrupt or insolvent; such Paying Agent or, as the casemay be, Registrar files a voluntary petition in bankruptcy or makes anassignment for the benefit of its creditors or consents to the appointment of areceiver, administrator or other similar official of all or any substantialpart of its property or admits in writing its inability to pay or meet itsdebts as they mature or suspends payment thereof; a resolution is passed or anorder is made for the winding-up or dissolution of such Paying Agent or,as the case may be, Registrar; a receiver, administrator or other similarofficial of such Paying Agent or, as the case may be, Registrar or of all orany substantial part of its property is appointed; an order of any court isentered approving any petition filed by or against such Paying Agent or, as thecase may be, Registrar under the provisions of any applicable bankruptcy orinsolvency law; or any public officer takes charge or control of such PayingAgent or, as the case may be, Registrar or of its property or affairs for thepurpose of rehabilitation, conservation or liquidation.

##  

## 14.4                     The Issuer may (and shall wherenecessary to comply with the terms and conditions applicable to anyInstruments) appoint substitute or additional agents in relation to theInstruments and shall forthwith notify the other parties hereto thereof,whereupon the parties hereto and such substitute or additional agents shallthereafter have the same rights and obligations among them as would have beenthe case had they then entered into an agreement in the form *mutatis mutandis* of this Agreement.

##  

## 14.5                     Upon any resignation or revocationbecoming effective under this Section 14, the relevant Paying Agent or, as thecase may be, Registrar shall:

##  

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

 

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

 

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(c)                                      in the case of the Fiscal Agent,deliver to the Issuer and to  thesuccessor Fiscal Agent a copy, certified as true and up-to-date byan officer of the Fiscal Agent, of the records maintained by it in accordancewith Clause 9;

 

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

 

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

 

## 14.6                     Any corporation into which anyPaying Agent or Registrar may be merged or converted, any corporation withwhich any Paying Agent or Registrar may be consolidated, or any corporationresulting from any merger, conversion or consolidation to which any PayingAgent or Registrar shall be a party, shall, to the extent permitted byapplicable law (and provided, (i) in the case of the Fiscal Agent or anyRegistrar that such corporation shall be a bank or trust company of goodstanding and authorised to execute corporate trust powers (ii) in regard to thePaying Agent with a specified office in Switzerland the resulting corporationshall be a bank or a securities dealer that is subject to supervision by theSwiss Federal Banking Commission), be the successor to such Paying Agent or, asthe case may be, Registrar as agent of the Issuer in relation to theInstruments without any further formality, whereupon the parties hereto andsuch successor agent shall thereafter have the same rights and obligationsamong them as would have been the case had they then entered into an agreementin the form *mutatis mutandis* ofthis Agreement.  Notice of any suchmerger, conversion or consolidation shall forthwith be given by such successorto the Issuer and the other parties hereto.

##  

## 14.7                     If any Paying Agent or Registrardecides to change its specified office (which may only be effected within thesame city) it shall give notice to the Issuer (with a copy, if necessary, tothe Fiscal Agent) of the address of the new specified office stating the dateon which such change is to take effect, which date shall be not less thanthirty days after the date of such notice. The relevant Paying Agent or Registrar shall at its own expense not lessthan fourteen days prior to the date on which such change is to take effect(unless the appointment of the relevant Paying Agent or Registrar is toterminate pursuant to any of the foregoing provisions of this Section 14 on orprior to the date of such change) publish or cause to be published noticethereof in accordance with the terms and conditions.

##  

# **15.**                           SUBSTITUTION

# ** **

## 15.1                     As provided in Condition 15 of theterms and conditions of the relevant Instruments, the Issuer may be replaced,and ABB Ltd or any direct or indirect subsidiary of ABB

 

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## Ltd may be substituted for the Issuer, as principal debtor in respectof the Instruments without the consent of the Holders of the Instruments orCoupons.  If the Issuer shall determinethat ABB Ltd or any such subsidiary shall become the principal debtor (in suchcapacity, the “**Substituted Debtor**”),the Issuer shall give not less than 30 nor more than 45 days’ notice, inaccordance with Condition 14, to the Holders of the Instruments of such eventand, immediately on the expiry of such notice, the Substituted Debtor shallenter into a Deed of Assumption, substantially in the form set out in the SixthSchedule hereto, and become the principal debtor in respect of the Instrumentsin place of the Issuer and the Holders of the Instruments shall thereupon ceaseto have any rights or claims whatsoever against the Issuer.  However, no such substitution shall takeeffect (i) if the Substituted Debtor is any other subsidiary of ABB Ltd, untilsuch Substituted Debtor shall have entered into a keep-well agreement with ABBLtd substantially in the form of the Keep-Well Agreement (as defined in theterms and conditions of the relevant Instruments), (ii) until such SubstitutedDebtor shall have executed a deed of covenant substantially in the form of theDeed of Covenant (as defined in the terms and conditions of the relevantInstruments), (iii) in any case, until the Substituted Debtor shall haveprovided to the Fiscal Agent and (if applicable) the Registrar such documentsas may be necessary to make the Deed of Assumption, the relevant Instruments,the Fiscal Agency Agreement, such deed of covenant and any such keep-wellagreement the legal, valid and binding obligations of, as appropriate, theSubstituted Debtor and ABB Ltd together with legal opinions either unqualifiedor subject only to normal, usual or appropriate qualifications and assumptionsto the effect that the Instruments, the Fiscal Agency Agreement, the Deed ofAssumption, such deed of covenant and any such keep-well agreement are legal,valid and binding obligations of, as appropriate, the Substituted Debtor andABB Ltd; (iv) the Substituted Debtor shall have obtained all necessarygovernmental and regulatory approvals and consents, if any, in connection withthe substitution and (v) the Substituted Debtor shall have appointed theprocess agent appointed by the Issuer in Condition 19.03 of the terms andconditions of the relevant Instruments as its agent in England to receiveservice of process on its behalf in relation to any legal action or proceedingsarising out of or in connection with the relevant Instruments.  Upon any such substitution, the Instrumentsand Coupons will, if necessary, be deemed to be modified in all appropriaterespects.

##  

## 15.2                     The terms and conditions of therelevant Instruments shall, following any substitution effected in accordancewith this Clause, apply to the Substituted Debtor, amended as set out in theSchedule to the Deed of Assumption.

##  

# **16.**                           FURTHERISSUERS

# ** **

## 16.1                     Each of the Paying Agents andRegistrars hereby agrees to act as the agent (in the capacity in which it wasappointed hereunder) of (i) any Substituted Debtor as defined in (and wheresuch substitution shall have taken effect as provided in) Condition 15 of theterms and conditions of the relevant Instruments or (ii) any New Issuer (asthat expression is defined in Clause 10.2 of the Dealership Agreement) whichshall have become party to the Dealership Agreement and which shall have (a)executed an agreement, in form and substance satisfactory to the Fiscal Agent,whereby such New

 

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## Issuer agrees to be bound by the provisions of this Agreement and (b)provided to the Fiscal Agent such documents as may be necessary to make thisAgreement its legal, valid and binding obligations (any such Substituted Debtoror New Issuer as described in (i) or (ii) above is herein referred to as a “**Further Issuer**”).

##  

## 16.2                     Each of the Paying Agents and theRegistrars hereby agrees that any Issuer in its capacity as such, shall bereleased from its obligations, undertakings and covenants under this Agreementupon such Issuer ceasing to be an Issuer pursuant to and in accordance withClause 10.1 of the Dealership Agreement provided always that such release shallnot affect any rights, liabilities or obligations accrued or incurred underthis Agreement prior to the date upon which such release takes effect.

 

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# **17.**                           NOTICES

# ** **

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

 

(a)                                      if to AIFLTD, to it at:

 

Address:                                              Suite 3, Weighbridge House

The Pollet, St. Peter Port

Guernsey GY1 1WL

Channel Islands

 

Fax:                                                                          +44 1481 729 016

Attention:                                        Business Administration

 

with a copy to:

 

Address                                                ABB Group Treasury Operations

Affolternstrasse 44

CH-8050 Zurich

Switzerland

 

Fax:                                                                          +41 43 317 7474

Attention:                                        Business Operations

 

(b)                                     if to the Fiscal Agent at:

 

Address:                                              Fortis Banque Luxembourg S.A.

50, Avenue J.F. Kennedy

L 2951 Luxembourg

 

Telex:                                                                3401 BGL lu

Fax:                                                                          +352 4242 2887

 

Attention:                                        Fiscal and Paying AgencyDepartment

 

(or in the case of a Fiscal Agent not originally aparty hereto, specified by notice to the other parties hereto at or about thetime of its appointment as the agent of the Issuer in relation to theInstruments).

 

(c)                                      if to the Swiss Paying Agent at:

 

Address:                                             Banque MeesPierson BGL S.A.

57 Rennweg

CH-8023 Zurich

Switzerland

 

Telex:                                                               BGL Zürich 813003 BGL CH

Fax:                                                                         +41 12119908

 

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

 

(d)                                     if to a Registrar to it at theaddress, fax or telex number specified against its name in the Eighth Schedule(or, in the case of a Registrar not originally a party hereto, specified bynotice to the other parties hereto at or about the time of its appointment asthe agent of the Issuer in relation to the Instruments) for the attention ofthe person or department therein specified (or as aforesaid)

 

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

 

Any notice sent by letter shall take effect at the time of delivery andany notice sent by telex shall take effect at the time of despatch providedthat the correct answerback is received and any notice sent by facsimiletransmission shall take effect upon receipt thereof.  Where a notice is copied to another addresssuch notice shall take effect at the time when the first of the notice or thecopy takes effect.

 

# **18.**                           LAW ANDJURISDICTION

# ** **

## 18.1                     This Agreement is governed by, andshall be construed in accordance with, English law.

##  

## 18.2                     The Issuer hereby agrees for theexclusive benefit of each of the Paying Agents and the Registrars that thecourts of England are to have jurisdiction to settle any disputes which mayarise out of or in connection with this Agreement and that accordingly anysuit, action or proceedings (together referred to as “**Proceedings**”) arising out of or inconnection with this Agreement may be brought in such courts.  Nothing contained in this Clause shall limitany right to take Proceedings against the Issuer in any other court ofcompetent jurisdiction, nor shall the taking of Proceedings in one or morejurisdictions preclude the taking of Proceedings in any other jurisdiction,whether concurrently or not.

##  

## 18.3                     The Issuer hereby appoints ABB Limitedof Daresbury Park, Daresbury, Warrington WA4 4BT, Cheshire to accept service ofany Proceedings on its behalf in England. If for any reason such process agent ceases to act as such or no longerhas an address in England, the Issuer agrees to appoint a substitute processagent and notify the Fiscal Agent of such appointment and if the Issuer failsto make any such appointment within twenty-one days, the Fiscal Agent shall beentitled to appoint such a person by notice to the Issuer.

##  

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

 

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# **19.**                           MODIFICATION

# ** **

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

 

# **20.**                           COUNTERPARTS

# ** **

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

 

# **21.**                           Contracts(Rights Of Third Parties) Act 1999

# ** **

A person who is not a party to this Agreement has no right under theContracts (Rights of Third Parties) Act 1999 to enforce any term of thisAgreement.

 

**AS WITNESS** the hands of the duly authorisedrepresentatives of the parties hereto the day and year first before written.

 

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**THE FIRSTSCHEDULE**

 

**Form Of TemporaryGlobal Instrument (Bearer)**

 

| Series Number: [          ] |   | Serial Number: [          ] |
|-------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|

 

THE SECURITIES REPRESENTED BY THIS TEMPORARY GLOBAL INSTRUMENT HAVE NOTBEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “**SECURITIES ACT**”),AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROMTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THEMEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

 

**ABB INTERNATIONAL FINANCE LIMITED**

*(incorporated with limitedliability in Guernsey)*

 

35

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**TEMPORARY GLOBAL INSTRUMENT**

representing

*[Aggregate principal amount ofTranche]*

*[Number of Instruments]*

*[Title of Instruments]*

*[Swiss Security Number]*

*[ISIN]*

*[Common Code]*

 

This Temporary Global Instrument is issued in respect of an issue of[description of Instruments including aggregate principal amount of Tranche](the “**Instruments**”) by[                    ](the “**Issuer**”).

 

The Issuer for value received promises, all in accordance with theterms and conditions [attached hereto/set out in the information memorandumprepared by the Issuer and dated 8 December 2005 and the pricing supplementprepared in relation to the Instruments (the “Pricing Supplement”)] to pay tothe bearer upon presentation and, if appropriate, surrender hereof on [*maturity date*] [by [   ] [equal] successive [semi-annual/quarterly/other]instalments on the dates specified in the Pricing Supplement](1) or on suchearlier date as the same may become payable in accordance therewith theprincipal amount of [*aggregate principalamount of Tranche*] (as reduced from time to time in accordance withsuch terms and conditions) or such lesser amount as is equal to the outstandingprincipal amount of the Instruments represented by this Temporary GlobalInstrument or such other redemption amount as may be specified therein [and topay in arrear on the dates specified therein interest on the principal amounthereof from time to time at the rate or rates specified therein], all subjectto and in accordance with such terms and conditions.

 

Except as specified herein, the bearer of this Temporary GlobalInstrument is entitled to the benefit of the terms and conditions referred toabove and of the same obligations on the part of the Issuer as if such bearerwere the bearer of the Instruments represented hereby except that the bearer ofthis Temporary Global Instrument shall not prior to the Exchange Date (definedbelow) be entitled to receive payment of [the principal of or] interest on theInstruments except to the extent that, upon due presentation and surrender ofthis Temporary Global Instrument for exchange, delivery of the Permanent GlobalInstrument, or as the case may be Definitive Instruments or RegisteredInstruments is improperly withheld or refused, and all payments under and tothe bearer of this Temporary Global Instrument shall be valid and effective tosatisfy and discharge the corresponding liabilities of the Issuer in respect ofthe Instruments.

 

This Temporary Global Instrument is exchangeable in whole or in partfor a permanent global instrument (the “**PermanentGlobal Instrument**”) representing the Instruments and insubstantially the form (subject to completion) set out in the Second Scheduleto an amended and restated fiscal agency agreement dated 8 December 2005 (asfurther supplemented, amended or replaced, the “Fiscal Agency Agreement”) andmade between the Issuer Fortis

 

----

(1)   Insertonly where Instruments are Instalment Instruments.

 

36

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Banque Luxembourg S.A. in its capacity as fiscal agent (the “**Fiscal Agent**”, which expression shallinclude any successor to Fortis Banque Luxembourg S.A. in its capacity assuch), Fortis Banque Luxembourg S.A. as principal registrar and certain otherfinancial institutions named therein or, if so specified in the PricingSupplement, for definitive instruments (“**DefinitiveInstruments**”) in substantially the form (subject to completion) setout in the Third Schedule to the Fiscal Agency Agreement [or for registeredinstruments (“**Registered Instruments**”)in substantially the form (subject to completion) set out in the FourthSchedule to the Fiscal Agency Agreement]. An exchange for a Permanent Global Instrument or Definitive Instrumentswill be made only on or after the date (the “**ExchangeDate**”) which is 40 days after the later of the date of issue of thisTemporary Global Instrument and the completion (as notified to the Fiscal Agentby the Issuer) of the distribution of the Instruments represented by thisTemporary Global Instrument and upon presentation or, as the case may be,surrender of this Temporary Global Instrument to the Fiscal Agent at itsspecified office in relation to the Instruments and upon and to the extent onlyof delivery to the Fiscal Agent of a certificate or certificates issued byEuroclear Bank, S.A./N.V., as operator of the Euroclear System (the “**Euroclear System**”) or Clearstream, sociétéanonyme, Luxembourg (“**Clearstream Luxembourg**”),or by any other relevant clearing system and dated not earlier than theExchange Date in substantially the form set out in Annex I hereto or, as thecase may be, in the form that is customarily issued in such circumstances bysuch other clearing system.  [An exchangefor Registered Instruments will be made at any time upon presentation or, asthe case may be, surrender of this Temporary Global Instrument to the FiscalAgent at its specified office.](2)  [AnyRegistered Instruments shall be made available in exchange in accordance withthe terms and conditions applicable to the Instruments represented hereby andthe Fiscal Agency Agreement (which shall apply as if the bearer of thisTemporary Global Instrument were the bearer of the Instruments representedhereby).](3)  Payments of interestotherwise falling due before the Exchange Date will be made only uponpresentation of the Temporary Global Instrument to the Fiscal Agent at itsspecified office in relation to the Instruments and upon and to the extent onlyof delivery to the Fiscal Agent of a certificate or certificates issued by theEuroclear System or Clearstream, Luxembourg or by any other relevant clearingsystem and dated not earlier than the relevant interest payment date insubstantially the form set out in Annex II hereto or, as the case may be, inthe form that is customarily issued in such circumstances by such otherclearing system.

 

In the event that (i) this Temporary Global Instrument is not dulyexchanged, whether in whole or in part, for a Permanent Global Instrument or,as the case may be, Definitive Instruments [or Registered Instruments](4) by6.00 p.m. (London time) on the thirtieth day after the time at which thepreconditions to such exchange are first satisfied or (ii) any Instrumentrepresented hereby becomes immediately redeemable following the occurrence ofan Event of

 

----

(2)   Insert only in the case of a Seriescomprising both Bearer and Registered Instruments if the relevant PricingSupplement specifies that Bearer Instruments are exchangeable for RegisteredInstruments.

(3)   Insert only in the case of a Seriescomprising both Bearer and Registered Instruments if the relevant PricingSupplement specifies that Bearer Instruments are exchangeable for RegisteredInstruments.

(4)   Insert only where the maturity of theInstruments is more than one year.

 

37

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Default in relation thereto and is not duly redeemed (and the fundsrequired for such redemption are not available to the Fiscal Agent for thepurposes of effecting such redemption and remain available for such purpose) by6.00 p.m. (London time) on the thirtieth day after the time at which suchInstruments become immediately redeemable, then this Temporary GlobalInstrument will become void and the bearer will have no further rightshereunder (but without prejudice to the rights which such bearer or any otherperson having an interest in this Temporary Global Instrument immediately priorto it becoming void may have under a deed of covenant dated 10 March 1993 andexecuted by the Issuer in respect of the Instruments).

 

[On any occasion on which a payment of interest is made in respect ofthis Temporary Global Instrument, the Issuer shall procure that the PayingAgent to which such Temporary Global Instrument is presented notes the same onthe Schedule hereto.]

 

On any occasion on which a payment of principal or redemption amount ismade in respect of this Temporary Global Instrument or on which this TemporaryGlobal Instrument is exchanged in whole or in part as aforesaid or on whichInstruments represented by this Temporary Global Instrument are to becancelled, the Issuer shall cause the Paying Agent to which such TemporaryGlobal Instrument is presented to procure that (i) the aggregate principalamount of the Instruments in respect of which such payment is made (or, in thecase of a partial payment, the corresponding part thereof) or which aredelivered in definitive [or registered] form or which are exchanged for apermanent global instrument or which are to be cancelled and (ii) the remainingprincipal amount of this Temporary Global Instrument (which shall be theprevious principal amount hereof less the amount referred to at (i) above) arenoted on the Schedule hereto, whereupon the principal amount of this TemporaryGlobal Instrument shall for all purposes be as most recently so noted.

 

The holders of interests in Instruments listed on SWX do not have theright to request the printing and delivery of definitive instruments. If theFiscal Agent deems (i) the printing of definitive instruments and coupons to benecessary or useful or (ii) the presentation of definitive instruments andcoupons to be required by Swiss or foreign laws in connection with theenforcement of the rights of the holders, the Fiscal Agent will provide forsuch printing. The Issuer has irrevocably authorised the Fiscal Agent toprovide for such printing on its behalf. The definitive instruments will beprinted and issued to the holders free of charge in exchange for theirinterests in the respective Global Instrument. This Temporary Global Instrument is governed by, and shall be construedin accordance with, English law.

 

This Temporary Global Instrument shall not be valid for any purposeuntil authenticated for and on behalf of Fortis Banque Luxembourg S.A.,Luxembourg, as fiscal agent.

 

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

 

 
| [                         ] | [                          ] |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                     |                                                                                                                                                           |
| By:                                                                                                                                                      | [manual signature]                                                                                                                                             | By: | [manual signature] |
| * *                                                                                                                                                 | *(duly authorised)*                                                                                                                                            | *(duly authorised)* |

 

38

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**ISSUED**in [        ]as of [        ] [     ]

 

 

**AUTHENTICATED**for and on behalf of

**FORTIS BANQUE LUXEMBOURG S.A.**

as fiscal agent

 
| By:    | [manual signature]  |
|--------|---------------------|
|   | *(duly authorised)* |

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](5)

 

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(5)   Insert only where thematurity of the Instruments is more than one year.

 

39

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**THE SCHEDULE**

 

**Payments, Delivery of DefinitiveInstruments or Registered Instruments,Exchange for Permanent Global Instrument andCancellation of Instruments**

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

 

40

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**ANNEX I**

 

[Form of certificate to be given in relation to exchanges of thisTemporary Global Instrument for a Permanent Global Instrument or DefinitiveInstruments.  This Certificate is notrequired for Registered Instruments:]

 

**[Name of Issuer]**

***[Aggregateprincipal amount and title of Instruments]***

(the “**Securities**”)

 

This is to certify that, based solely on certifications we havereceived in writing, by tested telex or by electronic transmission from memberorganisations appearing in our records as persons being entitled to a portionof the principal amount set forth below (our “**MemberOrganisations**”) substantially to the effect set forth in the FiscalAgency Agreement as of the date hereof, [  ] principal amount of the above-captioned Securities (i) is owned bypersons that are not citizens or residents of the United States, domesticpartnerships, domestic corporations, estates the income of which is subject toUnited States Federal income taxation regardless of its source or trusts (a)that are subject to the primary supervision of a court within the United Statesand with respect to which one or more United States persons have the authorityto control all substantial decisions or (b) that have a valid election ineffect under applicable U.S. Treasury regulations to be treated as a UnitedStates person (“**United States persons**”),(ii) is owned by United States persons that (a) are foreign branches of UnitedStates financial institutions (as defined in U.S. Treasury Regulations Section1.165-12(c)(1)(iv) (“**financial institutions**”))purchasing for their own account or for resale, or (b) acquired the Securitiesthrough and are holding through on the date hereof foreign branches of UnitedStates financial institutions (and in either case (a) or (b), each such UnitedStates financial institution has agreed, on its own behalf or through itsagent, that we may advise the Issuer or the Issuer’s agent that it will complywith the requirements of Section 165(j)(3)(A), (B) or (C) of the InternalRevenue Code of 1986, as amended, and the regulations thereunder), or (iii) isowned by United States or foreign financial institutions for purposes of resaleduring the restricted period (as defined in U.S. Treasury Regulations Section1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States orforeign financial institutions described in Clause (iii) above (whether or notalso described in Clause (i) or (ii)) have certified that they have notacquired the Securities for purposes of resale directly or indirectly to aUnited States person or to a person within the United States or itspossessions.

 

This is also to certify with respect to [              ]principal amount of the above-captioned Securities, except as set forth below,we have received in writing, by tested telex or by electronic transmission,from our Member Organisations entitled to a portion of such principal amount,certifications with respect to such portion, substantially to the effect setforth in the Fiscal Agency Agreement.

 

As used herein, “United States” means the United States of America(including the States and the District of Columbia); and its “possessions”include Puerto Rico, the

 

41

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U.S. Virgin Islands, Guam, American Samoa, Wake Island and the NorthernMariana Islands.

 

We further certify (i) that we are not making available herewith forexchange (or, if relevant, exercise of any rights or collection of anyinterest) any portion of the temporary global security excepted in suchcertifications and (ii) that as of the date hereof we have not received anynotification from any of our Member Organisations to the effect that thestatements made by such Member Organisations with respect to any portion of thepart submitted herewith for exchange (or, if relevant, exercise of any rightsor collection of any interest) are no longer true and cannot be relied upon asat the date hereof.

 

We understand that this certification is required in connection [withcertain tax laws and, if applicable,] certain securities laws of the UnitedStates.  In connection therewith, ifadministrative or legal proceedings are commenced or threatened in connectionwith which this certification is or would be relevant, we irrevocably authoriseyou to produce this certification to any interested party in such proceedings.

 

Date:            [         ](6)

 

[Euroclear Bank S.A./N.V., as operator of the EuroclearSystem/Clearstream Banking, société anonyme, Luxembourg]

 

By:                      [authorised signature]

 

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(6)   To be dated not earlier than the ExchangeDate.

 

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**ANNEX II**

 

[Form of certificate to be given in relation to payments of interestfalling due before the Exchange Date:]

 

**[Name of Issuer]**

 

***[Aggregateprincipal amount and title of Instruments]***

(the “**Securities**”)

 

This is to certify that, based solely on certifications we havereceived in writing, by tested telex or by electronic transmission from memberorganisations appearing in our records as persons being entitled to a portionof the principal amount set forth below (our “**MemberOrganisations**”) substantially to the effect set forth in the FiscalAgency Agreement as of the date hereof, [    ] principalamount of the above-captioned Securities (i) is owned by persons that are notcitizens or residents of the United States, domestic partnerships, domesticcorporations, estates or trust the income of which is subject to United StatesFederal income taxation regardless of its source or trusts (a) that are subjectto the primary supervision of a court within the United States and with respectto which one or more United States persons have the authority to control allsubstantial decisions or (b) that have a valid election in effect underapplicable U.S. Treasury regulations to be treated as a United States person (“**United States persons**”), (ii) is owned byUnited States persons that (a) are foreign branches of United States financialinstitutions (as defined in U.S. Treasury Regulations Section1.165-12(c)(1)(iv) (“**financial institutions**”))purchasing for their own account or for resale, or (b) acquired the Securitiesthrough and are holding through on the date hereof foreign branches of UnitedStates financial institutions (and in either case (a) or (b), each such UnitedStates financial institution has agreed, on its own behalf or through itsagent, that we may advise the Issuer or the Issuer’s agent that it will complywith the requirements of Section 165(j)(3)(A), (B) or (C) of the InternalRevenue Code of 1986, as amended, and the regulations thereunder), or (iii) isowned by United States or foreign financial institutions for purposes of resaleduring the restricted period (as defined in U.S. Treasury Regulations Section1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreignfinancial institutions described in Clause (iii) above (whether or not alsodescribed in Clause (i) or (ii)) have certified that they have not acquired theSecurities for purposes of resale directly or indirectly to a United Statesperson or to a person within the United States or its possessions.

 

This is also to certify with respect to such principal amount ofSecurities set forth above that, except as set forth below, we have received inwriting, by tested telex or by electronic transmission, from our MemberOrganisations entitled to a portion of such principal amount, certificationswith respect to such portion, substantially to the effect set forth in theFiscal Agency Agreement.

 

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As used herein, “**United States**”means the United States of America (including the States and the District ofColumbia); and its “**possessions**”include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Islandand the Northern Mariana Islands.We further certify (i) that we are not makingavailable herewith for exchange (or, if relevant, exercise of any rights orcollection of any interest) any portion of the temporary global securityexcepted in such certifications and (ii) that as of the date hereof we have notreceived any notification from any of our Member Organisations to the effectthat the statements made by such Member Organisations with respect to anyportion of the part submitted herewith for exchange (or, if relevant, exerciseof any rights or collection of any interest) are no longer true and cannot berelied upon as at the date hereof.

 

We understand that this certification is required in connection withcertain tax laws and, if applicable, certain securities laws of the UnitedStates.  In connection therewith, ifadministrative or legal proceedings are commenced or threatened in connectionwith which this certification is or would be relevant, we irrevocably authoriseyou to produce this certification to any interested party in such proceedings.

 

Date:            [             ](7)

 

[Euroclear Bank S.A./N.V., as operator of the EuroclearSystem/Clearstream Banking, société anonyme, Luxembourg]

 

By:                       [authorised signature]

 

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(7)   To be dated not earlier than the relevantinterest payment date.

 

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**ANNEX III**

 

[Form of account-holder’s certification referred to in the precedingcertificates:]

 

[Note: This certificate is not required for Registered Instruments]

 

**[Name of Issuer]**

***[Aggregateprincipal amount and title of Instruments]***

(the “**Securities**”)

 

This is to certify that as of the date hereof, and except as set forthbelow, the above-captioned Securities held by you for our account (i) are ownedby persons that are not citizens or residents of the United States, domesticpartnerships, domestic corporations, estates or trust the income of which issubject to the United States Federal income taxation regardless of its sourceor trusts (a) that are subject to the primary supervision of a court within theUnited States and the control of one or more United States persons as describedin section 7701(a)(30) of the Code or (b) that have a valid election in effectunder applicable U.S. Treasury regulations to be treated as a United Statesperson (“**United States persons**”),(ii) are owned by United States person(s) that (a) are foreign branches of aUnited States financial institution (as defined in U.S. Treasury RegulationsSection 1.165-12(c)(1)(v)) (“**financialinstitutions**”) purchasing for their own account or for resale, or (b)acquired above-captioned the Securities through and are holding through on thedate hereof foreign branches of United States financial institutions (and ineither case (a) or (b), each such United States financial institution herebyagrees, on its own behalf or through its agent, that you may advise the Issueror the Issuer’s agent that it will comply with the requirements of Section165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, andthe regulations thereunder), or (iii) are owned by United States or foreignfinancial institution(s) for purposes of resale during the restricted period(as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), andin addition if the owner of the above-captioned Securities is a United Statesor foreign financial institution described in clause (iii) above (whether ornot also described in clause (i) or (ii)) this is further to certify that suchfinancial institution has not acquired the above-captioned Securities forpurposes of resale directly or indirectly to a United States person or to aperson within the United States or its possessions.

 

This is also to certify that, except as set further below, theabove-captioned Securities are beneficially owned by (a) non-U.S. person(s) or(b) U.S. persons resident outside the United States who purchased theSecurities in transactions outside the United States in accordance withRegulation S under the U.S. Securities Act of 1933, as amended the (“**Act**”). As used in this paragraph the terms “**U.S.person**” and “**United States**”have the meanings given to them by Regulation S under the Act.

 

As used herein, “**United States**”means the United States of America (including the States and the District ofColumbia); and its “**possessions**”include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Islandand the Northern Mariana Islands.

 

45

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We undertake to advise you promptly by tested telex on or prior to thedate on which you intend to submit your certification relating to theSecurities held by you for our account in accordance with your operatingprocedures if any applicable statement herein is not correct on such date, andin the absence of any such notification it may be assumed that this certificationapplies as of such date.

 

This certification excepts and does not relate to [             ]of such interest in the above Securities in respect of which we are not able tocertify and as to which we understand exchange and delivery of definitiveSecurities (or, if relevant, exercise of any rights or collection of anyinterest) cannot be made until we do so certify.

 

We understand that this certification is required in connection withcertain securities laws of the United States. In connection therewith, if administrative or legal proceedings arecommenced or threatened in connection with which this certification is or wouldbe relevant, we irrevocably authorise you to produce this certification to anyinterested party in such proceedings.

 

Date:            [               ](8)

 

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(8)   To be dated not earlier than fifteen daysbefore the Exchange Date or, as the case may be, the relevant interest paymentdate.

 

46

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[Account-holder] as or as agent for the beneficial owner of theInstruments.

 

By:                       [authorised signature]

 

47

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**THE SECOND SCHEDULE**

 

**Form OfPermanent Global Instrument**

 

| Series Number: [          ] |   | Serial Number: [          ] |
|-------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|

 

THE SECURITIES REPRESENTED BY THIS PERMANENT GLOBAL INSTRUMENT HAVE NOTBEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “**SECURITIES ACT**”),AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROMTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THEMEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

 

**ABB INTERNATIONAL FINANCE LIMITED**

*(incorporated with limitedliability in Guernsey)*

 

48

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**PERMANENT GLOBAL INSTRUMENT**

representing up to

*[Aggregate principal amount ofTranche]*

*[Number of Instruments]*

*[Title of Instruments]*

*[Swiss Security Number]*

*[ISIN]*

*[Common Code]*

 

This Permanent Global Instrument is issued in respect of an issue of [*description of Instruments including aggregateprincipal amount of Tranche*] (the “**Instruments**”)by[                    ](the “**Issuer**”).

 

The Issuer for value received promises, all in accordance with theterms and conditions [attached hereto/set out in the information memorandumprepared by the Issuer and dated 8 December 2005 and the pricing supplementprepared in relation to the Instruments (“**PricingSupplement**”)], to pay to the bearer upon presentation and, ifappropriate, surrender hereof on [*maturitydate*] [by [   ] [equal]successive [semi-annual/quarterly/other] instalments on the dates specified inthe Pricing Supplement](9) or on such earlier date as the same may becomepayable in accordance therewith the principal amount of [*aggregate principal amount of Tranche*] (asreduced from time to time in accordance with such terms and conditions) or suchlesser amount as is equal to the outstanding principal amount of the Instrumentsrepresented by this Permanent Global Instrument or such other redemption amountas may be specified therein [and to pay in arrear on the dates specifiedtherein interest on the principal amount hereof from time to time at the rateor rates specified therein], all subject to and in accordance with such termsand conditions.

 

The bearer of this Permanent Global Instrument is entitled to thebenefit of the terms and conditions referred to above and the same obligationson the part of the Issuer as if such bearer were the bearer of the Instrumentsrepresented hereby, and all payments under and to the bearer of this PermanentGlobal Instrument shall be valid and effective to satisfy and discharge thecorresponding liabilities of the Issuer in respect of the Instruments.

 

This Permanent Global Instrument will be exchangeable for definitiveInstruments (“**Definitive Instruments**”)in substantially the form (subject to completion) set out in the Third Scheduleto an amended and restated fiscal agency agreement dated 8 December 2005 (asfurther supplemented, amended or replaced, the “**Fiscal Agency Agreement**”) and made between the Issuer, FortisBanque Luxembourg S.A. in its capacity as fiscal agent (the “**Fiscal Agent**”, which expression shallinclude any successor to Fortis Banque Luxembourg S.A. in its capacity assuch), Fortis Banque Luxembourg S.A. as principal registrar and certain otherfinancial institutions [or for registered instruments (“**Registered Instruments**”) in substantiallythe form (subject to completion) set out in the Fourth Schedule to the FiscalAgency Agreement or for a combination of Definitive Instruments and Registered

 

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(9)   Insert only where Instruments are InstalmentInstruments.

 

49

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Instruments](10) (a) if Euroclear Bank S.A./N.V., as operator of theEuroclear System (the “**Euroclear System**”)or Clearstream Banking, société anonyme, Luxembourg (“**Clearstream, Luxembourg**”) or any otherrelevant clearing system is closed for business for a continuous period of 14days (other than by reason of legal holidays) or announces an intentionpermanently to cease business; (b) if any of the Instruments represented herebybecomes due and payable following an Event of Default (as defined in Condition7) of the terms and conditions referred to above; or (c) at the option of thebearer hereof acting on behalf of the relevant beneficial owners of theinterests in this Permanent Global Instrument and at the expense of suchbeneficial owners, and, in each case, upon the request of the bearer hereof onbehalf of the relevant beneficial owners of the interests in this PermanentGlobal Instrument and at the expense of such beneficial owners.  In order to make such request, the bearerhereof must, not less than forty-five days before the date upon which thedelivery of such Definitive Instruments [and/or Registered Instruments] isrequired, deposit this Permanent Global Instrument with the Fiscal Agent at itsspecified office with the form of exchange notice endorsed hereon dulycompleted.  On an exchange of the wholeof this Permanent Global Instrument, this Permanent Global Instrument shall besurrendered to the Fiscal Agent.  [AnyRegistered Instruments shall be made available in exchange in accordance withthe terms and conditions applicable to the Instruments represented hereby andthe Fiscal Agency Agreement (which shall apply as if the bearer of thisPermanent Global Instrument were the bearer of the Instruments representedhereby).]10  Any DefinitiveInstruments will be made available for collection by the persons entitledthereto at the specified office of the Fiscal Agent.  If default is made by the Issuer in therequired delivery of such Definitive Instruments [and/or, as the case may be,Registered Instruments]10 and such default is continuing at 6.00p.m. (London time) on the thirtieth day after the day on which the relevantnotice period expires, then this Permanent Global Instrument will become voidand the bearer will have no further rights hereunder (but without prejudice tothe rights which such bearer or any other person(s) having an interest in thisPermanent Global Instrument immediately prior to it becoming void may haveunder a deed of covenant dated 10 March 1993 and executed by the Issuer inrespect of the Instruments).

 

[On any occasion on which a payment of interest is made in respect ofthis Permanent Global Instrument, the Issuer shall procure that the PayingAgent to which this Permanent Global Instrument is presented notes the same onthe Schedule hereto].

 

On any occasion on which a payment of principal or redemption amount ismade in respect of this Permanent Global Instrument or on which this PermanentGlobal Instrument is exchanged as aforesaid or on which any Instrumentsrepresented by this Permanent Global Instrument are to be cancelled, the Issuershall cause the Paying Agent to which this Permanent Global Instrument ispresented to procure that (i) the aggregate principal amount of the Instrumentsin respect of which such payment is made (or, in the case of a partial payment,the corresponding part thereof) or which are delivered in definitive [orregistered form]10 or which are to be cancelled and (ii) theremaining principal amount of this Permanent Global Instrument (which shall bethe previous principal amount hereof less the amount referred to at

 

----

(10) Insert only in the case of a Series comprisingboth Bearer and Registered Instruments if the relevant Pricing Supplementspecifies that Bearer Instruments are exchangeable for Registered Instruments.

 

50

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(i) above) are noted on the Schedule hereto, whereupon the principalamount of this Permanent Global Instrument shall for all purposes be as mostrecently so noted.

 

Insofar as the Temporary Global Instrument by which the Instrumentswere initially represented has been exchanged in part only for this PermanentGlobal Instrument and is then to be further exchanged as to the remainingprincipal amount or part thereof for this Permanent Global Instrument, thenupon presentation of this Permanent Global Instrument to the Fiscal Agent atits specified office in relation to the Instruments and to the extent that theaggregate principal amount of such Temporary Global Instrument is then reducedby reason of such further exchange, the Issuer shall cause the Fiscal Agent toprocure that (i) the aggregate principal amount of the Instruments in respectof which such further exchange is then made and (ii) the new principal amountof this Permanent Global Instrument (which shall be the previous principalamount hereof plus the amount referred to at (i) above) are noted on theSchedule hereto, whereupon the principal amount of this Permanent GlobalInstrument shall for all purposes be as most recently noted.

 

The holders of interests in Instruments listed on SWX do not have theright to request the printing and delivery of definitive instruments. If theFiscal Agent deems (i) the printing of definitive instruments and coupons to benecessary or useful or (ii) the presentation of definitive instruments andcoupons to be required by Swiss or foreign laws in connection with theenforcement of the rights of the holders, the Fiscal Agent will provide forsuch printing. The Issuer has irrevocably authorised the Fiscal Agent toprovide for such printing on its behalf. The definitive instruments will beprinted and issued to the holders free of charge in exchange for theirinterests in the respective global instrument.

 

This Permanent Global Instrument is governed by, and shall be construedin accordance with, English law.

 

This Permanent Global Instrument shall not be valid for any purposeuntil authenticated for and on behalf of Fortis Banque Luxembourg S.A., asfiscal agent.

 

51

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**AS WITNESS**the manual signature of two duly authorisedofficers on behalf of the Issuer.

 
| [                         ] | [                          ] |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                     |                                                                                                                                                           |
| By:                                                                                                                                                      | [manual signature]                                                                                                                                             | By: | [manual signature] |
| * *                                                                                                                                                 | *(duly authorised)*                                                                                                                                            | *(duly authorised)* |

 

**ISSUED**in [         ]on [         ] [   ]

 

**AUTHENTICATED**for and on behalf of

**FORTIS BANQUE LUXEMBOURG S.A.**

as fiscal agent

 

By:                    [manual signature]

*(duly authorised)*

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](11)

 

----

(11) Insert only where the maturity of theInstruments is more than one year

 

52

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**THE SCHEDULE**

 

**Payments, Delivery of Definitive orRegistered Instruments, Further Exchanges of the Temporary Global Instrument and Cancellation of Instruments**

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

 

53

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**EXCHANGE NOTICE**

 

                              ,being the bearer of this Permanent Global Instrument at the time of its depositwith the Fiscal Agent at its specified office for the purposes of theInstruments, hereby exercises the option set out above to have this PermanentGlobal Instrument exchanged in whole or in part for Instruments in[definitive/registered form/[    ] inaggregate principal amount of Instruments in definitive form and [   ] in aggregate principal amount ofInstruments in registered form]* and directs that such Instruments indefinitive form be made available for collection by it from the Fiscal Agent’sspecified office and that such Instruments in registered form be made availablein accordance with the terms and conditions applicable to the Instrumentsrepresented hereby and the Fiscal Agency Agreement.

 
| By:    |                |   |
|--------|---------------------|--------|
|   | *(duly authorised)* |

 

----

*                                  Delete and complete, asappropriate

 

54

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**THE THIRDSCHEDULE**

 

**Form OfDefinitive Instrument (“Isma” Format****)**

 

[On the face of the Instrument:]

 

[<9999999+AAXXXXXXXXX9+XX+999999>]

 

*[Denomination]*

 

THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE “**SECURITIESACT**”), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES ORTO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAINTRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT.  TERMS USED IN THIS PARAGRAPH HAVETHE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

 

**ABB INTERNATIONAL FINANCE LIMITED**

*(incorporated with limitedliability in Guernsey)*

 

55

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*[Aggregate principal amount ofTranche]*

*[Title of Instruments]*

*[Swiss Security Number]*

*[ISIN]*

*[Common Code]*

 

[                                ](the “**Issuer**”) for value receivedpromises, all in accordance with the terms and conditions [endorsedhereon/attached hereto] [and the pricing supplement referred to therein andprepared in relation to the Instruments (the “**PricingSupplement**”)] to pay to the bearer upon presentation and, ifappropriate, surrender hereof on [*maturitydate*] [by [    ] [equal] successive[semi-annual/quarterly/other] instalments on the dates specified in the PricingSupplement](12) or on such earlier date as the same may become payable inaccordance therewith the principal amount of:

 

***[denomination inwords and numerals]***

 

or such other redemption amount as may be specified therein [and to payin arrear on the dates specified therein interest on such principal amount atthe rate or rates specified therein, all subject to and in accordance with suchterms and conditions].

 

[This [*title of Instrument*]shall not/Neither this [*title of Instrument*]nor any of the interest coupons appertaining hereto shall] be valid for anypurpose until this [*title of Instrument*]has been authenticated for and on behalf of Fortis Banque Luxembourg S.A., asfiscal agent.

 

This [*title of Instrument*]is governed by, and shall be construed in accordance with, English law.

 

**AS WITNESS**the facsimile signature of two dulyauthorised officers on behalf of the Issuer.

 

 
| [                         ] | [                          ] |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                     |                                                                                                                                                           |
| By:                                                                                                                                                      | [facsimile signature]                                                                                                                                          | By: | [facsimile signature] |
| * *                                                                                                                                                 | *(duly authorised)*                                                                                                                                            | *(duly authorised)* |

 

**ISSUED**in [        ]as of [        ] [   ]

 

----

(12) Insert only where Instruments are InstalmentInstruments.

 

56

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**AUTHENTICATED**for and on behalf of

**FORTIS BANQUE LUXEMBOURG S.A.,**

 

as fiscal agent

without recourse, warranty or liability

 

 

 

By:                       [manual signature]

*(duly authorised)*

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](13)

 

----

(13) Insert only where the maturity of theInstruments is more than one year.

 

57

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[On the reverse of the Instruments:]

 

**TERMS ANDCONDITIONS**

 

*[As contemplated in theInformation Memorandum and as amended by the relevant Pricing Supplement]*

 

[At the foot of the Terms and Conditions:]

 

**FISCALAGENT**

 

**FortisBanque Luxembourg S.A.,**

50, Avenue J.F. Kennedy

L2951 Luxembourg

 

**SWISSPAYING AGENT**

 

**BanqueMeesPierson BGL S.A.**

57 Rennweg

CH-8023 Zurich

Switzerland

 

58

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**Forms ofCoupons**

 

[On the front of Coupon:]

 

[Attached to the Instruments (interest-bearing, fixed rate and havingCoupons):]

 

***[Issuer]***

 

***[Amount and titleof Instruments]***

 

Coupon for [     ] due on [          ]

 

Such amount is payable (subject to the terms and conditions [endorsedon/attached to the [*title of Instrument*]to which this Coupon appertains [and the pricing supplement referred totherein], which shall be binding on the holder of this Coupon whether or not itis for the time being attached to such [*titleof Instrument*]) against surrender of this Coupon at the specifiedoffice of the Fiscal Agent or any of the Paying Agents set out on the reversehereof (or any other or further fiscal or paying agents and/or specifiedoffices from time to time designated for the purpose by notice duly given inaccordance with such terms and conditions).

 

[The attention of Couponholders is drawn to condition 9A.06 of theterms and conditions.  The Instrument towhich this Coupon appertains may in certain circumstances specified in suchterms and conditions, fall due for redemption before the due date in relationto this Coupon.  In such event, thePaying Agent to which such Instrument is presented for redemption maydetermine, in accordance with the aforesaid condition 9A.06 that this Coupon isto become void.]

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](14)

 

[<99+9999999+AAXXXXXXXXX9+XX+999999>]

 

----

(14)    Insert onlywhere the maturity of the Instruments is more than one year.

 

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[Attached to the Instrument (interest-bearing, floating rate and havingCoupons):]

 

*[Issuer]*

 

*[Amount and title of Instruments]*

 

Coupon for the amount of interest due on [          ]

 

Such amount is payable (subject to the terms and conditions [endorsedon/attached to] the [*title of Instrument*]to which this Coupon appertains [and the pricing supplement referred totherein], which shall be binding on the holder of this Coupon whether or not itis for the time being attached to such [*titleof Instrument*]) against surrender of this Coupon at the specifiedoffice of the Fiscal Agent or any of the Paying Agents set out on the reversehereof (or any other or further fiscal or paying agents and/or specifiedoffices from time to time designated for the purpose by notice duly given inaccordance with such terms and conditions).

 

The Instrument to which this Coupon appertains may, in certaincircumstances specified in such terms and conditions, fall due for redemptionbefore the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be madein respect hereof.

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](15)

 

[<99+9999999+AAXXXXXXXXX9+XX+999999>]

 

----

(15)    Insert onlywhere the maturity of the Instruments is more than one year.

 

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[On the reverse of each Coupon:]

 
| **FISCAL**       |   | Fortis Banque Luxembourg S.A., |
|------------------|--------|--------------------------------|
| **AGENT:**       |   | 50, Avenue J.F. Kennedy        |
|             |   | L2951 Luxembourg               |
|             |   |                           |
| **SWISS PAYING** |   | Banque MeesPierson BGL S.A.    |
| **AGENT:**       |   | 57 Rennweg                     |
|             |   | CH-8023 Zurich                 |
|             |   | Switzerland                    |

 

61

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**Form ofTalon**

 

No..............

 

[                           ]

 

*[Amountand title of Instruments]*

 

*Talon forfurther Coupons*

 

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TOLIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONSPROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](16)

 

After all the Coupons appertaining to the Instrument to which thisTalon appertains have matured, further Coupons [(including, where appropriate,a Talon for further Coupons)] will be issued at the specified office of theFiscal Agent or any of the Paying Agents set out in the reverse hereof (or anyother or further paying agents and/or specified offices from time to timedesignated by notice duly given in accordance with the terms and conditions[endorsed on/attached to] the [*title ofInstrument*] to which this Talon appertains [and the pricing supplementreferred to therein] (which shall be binding on the holder of this Talonwhether or not it is for the time being attached to such [*title of Instrument*])) upon production andsurrender of this Talon upon and subject to such terms and conditions.  The initial Paying Agents and their specifiedoffices are set out on the reverse hereof.

 

Under the said terms and conditions, such Instrument may, in certaincircumstances, fall due for redemption before the original due date forexchange of this Talon and in any such event this Talon shall become void andno exchange shall be made in respect hereof.

 

*[Issuer]*

 

----

(16)                     Insert only wherethe maturity of the Instruments is more than one year.

 

62

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**THE FOURTHSCHEDULE**

 

**FORM OFREGISTERED INSTRUMENT**

 

ISIN Number: [       ]                   Series Number: [       ]           Serial Number: [       ]

 

THIS INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933 (THE “**SECURITIES ACT**”),AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROMTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGSGIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

 

**[ABBINTERNATIONAL FINANCE LIMITED**

*(incorporatedwith limited liability in Guernsey)]*

 

63

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**[                              ]**(the “**Issuer**”) for value received promises, all in accordance withthe terms and conditions [endorsed hereon/attached hereto] [and the pricingsupplement referred to therein and prepared in relation to the Instruments (“**Pricing Supplement**”)], to pay to

 

of

 

 

(being the person registered in the register referred to below or, ifmore than one person is so registered, the first-named of such persons) on [*maturity date*] [by [   ] [equal] successive[semi-annual/quarterly/other] instalments on the dates specified in the PricingSupplement](17) or on such earlier date as the same may become payable inaccordance therewith the principal sum of                                                                                    [(, in the case of payment on such earlier date, as reduced in accordance withsuch terms and conditions)] or such other redemption amount as may be specifiedtherein [and to pay in arrear on the dates specified therein interest on suchprincipal amount [(as reduced in accordance with such terms and conditions)] (17)at therate or rates specified therein], all subject to and in accordance with suchterms and conditions.

 

The statements set forth in the legend, if any, set forth above are anintegral part of the terms of this Instrument and by acceptance hereof eachholder of this Instrument agrees to be subject to and bound by the terms andprovisions set forth in such legend, if any.

 

This Instrument is evidence of entitlement only.  Title to the Instrument passes only on dueregistration in the Register maintained by [                              ] (18) , asregistrar, and only the duly registered holder or if more than one person is soregistered, the first-named of such persons is entitled to payment in respectof this Instrument.

 

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

 

This Instrument shall not be valid for any purpose until thisInstrument has been authenticated for and on behalf of [                                              ] (19), as registrar.

 

AS WITNESS the facsimile or manual signatures of two duly authorisedofficers of the Issuer.

 

[                              ]                         [                            ]

 
| By:      |     | [manual/facsimile signature] |   | By:    |   | [manual/facsimile signature] |
|----------|----------|------------------------------|--------|--------|--------|------------------------------|
| * * | * * | *(duly authorised)*          |   |   |   | *(duly authorised)*          |

 

----

(17)    Insert onlywhere Instruments are Instalment Instruments.

(18)    Insert nameof the relevant Registrar.

64

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**ISSUED**in [             ] as of[            ] [ ]

 

**AUTHENTICATED**for and on behalf of

 

[                                     ]

 

as registrar without recourse, warranty or liability

 

 

By:                       [manual signature]

*(duly authorised)*

 

65

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**FORM OFTRANSFER**

 

**FOR VALUE RECEIVED**                                     ,being the registered holder of this [*titleof Instrument*], hereby transfers to                                                                                                                                          of                                                                ,                                                      in principal amount of this [title of Instrument] and irrevocably requests andauthorises [                                ](19), in its capacity as registrar in relation to the [*title of Instruments*] (or any successor to[           ] (19), inits capacity as such) to effect the relevant transfer by means of appropriateentries in the register kept by it.

 

Dated:

 

 

 
| By:      |     | [manual signature]  |   | [By:   |   | [manual signature]  |
|----------|----------|---------------------|--------|--------|--------|---------------------|
| * * | * * | *(duly authorised)* |   |   |   | *(duly authorised)* |

 

*Notes:*

 

*The name of the person by or onwhose behalf this form of transfer is signed must correspond with the name ofthe registered holder as it appears on the face of this Instrument.*

 

(i)                               *A representativeof such registered holder should state the capacity in which he signs (e.g.executor).*

 

(ii)                            *The signature ofthe person effecting a transfer shall conform to any list of duly authorisedspecimen signatures supplied by the registered holder or be certified by arecognised bank, notary public or in such other manner as the Registrar mayrequire.*

 

(iii)                         *Any transfer of[title of Instruments] shall be in an amount equal to the minimum denominationas may be specified in the relevant Pricing Supplement or an integral multiplethereof.*

 

----

(19)    Insert nameof the relevant Registrar.

 

66

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**THE FIFTHSCHEDULE**

 

**PROVISIONS FOR MEETINGS OF HOLDERSOF INSTRUMENTS**

 

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

 

(1)                                      “**votingcertificate**” shall mean a certificate in the English language issuedby any Paying Agent or, as the case may be, any Registrar and dated, in whichit is stated:

 

(a)                     that on the date thereof outstanding Bearer Instruments of any Series (notbeing Bearer Instruments in respect of which a block voting instruction hasbeen issued and is outstanding in respect of the meeting specified in suchvoting certificate or any adjournment thereof) bearing specified serial numbershave been deposited to the order of such Paying Agent and that no such BearerInstruments will be released until the first to occur of:

 

##### (i)                       the conclusion of the meetingspecified in such certificate or any adjournment thereof; and

#####  

##### (ii)                    the surrender of the certificateto such Paying Agent; or

#####  

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

####  

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

####  

(2)                                      “**blockvoting instruction**” shall mean a document in the English languageissued by any Paying Agent or, as the case may be, any Registrar and dated, inwhich:

 

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

####  

##### (i)                       the conclusion of the meetingspecified in such document or any adjournment thereof; and

 

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##### (ii)                    the surrender, not less than 48hours before the time for which such meeting or adjournment thereof isconvened, of the receipt for each such deposited Bearer Instrument which hasbeen deposited to the order of such Paying Agent, coupled with notice thereofbeing given by such Paying Agent to the Issuer; or

#####  

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

####  

#### (c)                     It is certified that eachdepositor of such Instruments or registered holder thereof or a duly authorisedagent on his or its behalf has instructed the Paying Agent or, as the case maybe, the Registrar that the vote(s) attributable to his or its Instruments sodeposited or registered should be cast in a particular way in relation to theresolution or resolutions to be put to such meeting or any adjournment thereofand that all such instructions are, during the period of 48 hours prior to thetime for which such meeting or adjourned meeting is convened, neither revocablenor subject to amendment;

####  

#### (d)                    the total number, principal amountoutstanding, the serial numbers and series numbers of the Instruments sodeposited or registered are listed, distinguishing with regard to each suchresolution between those in respect of which instructions have been given asaforesaid that the votes attributable thereto should be cast in favour of theresolution and those in respect of which instructions have been so given thatthe votes attributable thereto should be cast against the resolution; and

####  

#### (e)                     any person named in such document(hereinafter called a “**proxy**”) isauthorised and instructed by the Paying Agent or, as the case may be, theRegistrar to cast the votes attributable to the Instruments so listed inaccordance with the instructions referred to in (c) and (d) above asset out in such document.

####  

### (B)                                      A registered holder of aRegistered Instrument may by an instrument in writing in the form for the timebeing available from the specified office of the Registrar in the Englishlanguage (hereinafter called a “**form of proxy**”)signed by the holder or its duly appointed attorney or, in the case of acorporation, executed under its seal or signed on its behalf by its dulyappointed attorney or a duly authorised officer of the corporation, appoint anyperson (hereinafter also called a “**proxy**”)to attend and act on his or its behalf in connection with any meeting or proposedmeeting of the holders of Instruments.

 

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(C)                                      Voting certificates, block votinginstructions and forms of proxy shall be valid for so long as the relevantInstruments have not been released or, in the case of Registered Instruments,are duly registered in the name(s) of the registered holder(s) certified in therelevant voting certificate or block voting instruction or, in the case of aform of proxy, in the name of the appointor but not otherwise and notwithstandingany other provision of this Schedule and during the validity thereof theholder of any such voting certificate or, as the case may be, the proxy shall,for all purposes in connection with any meeting of holders of Instruments, bedeemed to be the holder of the Instruments of the relevant Series to whichsuch voting certificate, block voting instructions or form of proxy relatesand, in the case of Bearer Instruments, the Paying Agent to the order of whomsuch Instruments have been deposited and, in the case of RegisteredInstruments, the registered holder(s) shall nevertheless be deemed for suchpurposes not to be the holder of those Instruments.

 

2.                                 The Issuer at any time may, and upon arequest in writing by holders of Instruments holding not less than one-tenth ofthe principal amount outstanding of the Instruments of any particular Series forthe time being outstanding at any time after such Instruments shall have becomerepayable owing to an event of default under the Conditions applicable to suchInstruments shall, convene a meeting of the holders of Instruments of suchSeries.  Whenever the Issuer wishes or isobliged to convene any such meeting it shall forthwith give notice in writingto the Fiscal Agent of the day, time and place thereof and of the nature of thebusiness to be transacted thereat.  Everysuch meeting or adjournment thereof shall be held at such time and place as theFiscal Agent may approve.

 

3.                                 At least twenty-one days’ notice (exclusiveof the day on which the notice is given and of the day on which the meeting isheld) specifying the day, time and place of meeting shall be given to theholders of the Instruments of the relevant Series.  A copy of the notice shall be given to the Issuerunless the meeting shall be convened by the Issuer and a copy shall be given tothe Fiscal Agent and, in the case of Registered Instruments, theRegistrar.  Such notice shall be given inthe manner provided in the Conditions and shall specify the general nature ofthe business to be transacted at the meeting thereby convened but (except inthe case of an Extraordinary Resolution) it shall not be necessary to specifyin such notice the form of any resolution to be proposed and shall include, *inter alia*, statements to the effect:

 

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

 

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

 

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4.                                 A person (who may, but need not, be theholder of an Instrument of the relevant Series) nominated in writing by theFiscal Agent shall be entitled to take the chair at every meeting but if nosuch nomination is made or if at any meeting the person nominated shall not bepresent within fifteen minutes after the time appointed for the holding of suchmeeting the holders of Instruments present may appoint another such person tobe chairman and failing such choice the Issuer may appoint the chairman.  The chairman of a reconvened meeting need notbe the same person who was chairman of the original meeting.

 

5.                                 At any such meeting any two or more personspresent in person holding Instruments of the relevant Series or votingcertificates or being proxies and holding or representing in the aggregate atleast one-third in principal amount outstanding of the Instruments of therelevant Series for the time being outstanding shall form a quorum for thetransaction of business Provided that at any meeting at which an ExtraordinaryResolution is to be proposed for the purpose of effecting any of themodifications specified in the proviso to paragraph 18 hereof the quorum forsuch meeting shall be any two or more persons present in person holdingInstruments of the relevant Series or voting certificates or being proxiesand holding or representing in the aggregate at least 75 per cent. in principalamount outstanding of the Instruments of the relevant Series for the timebeing outstanding and no business (other than the choosing of a chairman) shallbe transacted at any meeting unless the requisite quorum be present at thecommencement of business.

 

6.                                 If within 15 minutes from the time appointedfor any such meeting a quorum is not present the meeting shall, if convenedupon the requisition of holders of Instruments, be dissolved.  In any other case it shall stand adjournedfor such period, not being less than fourteen days nor more than forty-twodays, as may be decided by the chairman. At such adjourned meeting two or more persons present in person holdingInstruments of the relevant Series or voting certificates or being proxies(whatever the principal amount outstanding of the Instruments of the relevant Series soheld or represented by them) shall form a quorum and shall have the power topass any resolution and to decide upon all matters which could properly havebeen dealt with at the original meeting had a quorum been present at suchmeeting Provided that at any adjourned meeting at which an ExtraordinaryResolution is to be proposed for the purpose of effecting any of themodifications specified in the proviso to paragraph 18 hereof the quorum forsuch meeting shall be two or more persons present holding Instruments of therelevant Series or voting certificates or being proxies and holding orrepresenting in the aggregate at least 25 per cent. in principal amountoutstanding of the Instruments of the relevant Series for the time beingoutstanding.

 

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

 

8.                                 At least ten days’ notice (exclusive of theday on which the notice is given and the day on which the meeting is held) ofany meeting adjourned through want of a quorum 

 

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shall be given in the same manner as of anoriginal meeting and such notice shall state the quorum required at suchadjourned meeting.  Subject as aforesaid,it shall not be necessary to give any notice of an adjourned meeting.

 

9.                                 Every question submitted to a meeting shallbe decided in the first instance by a show of hands and in case of equality ofvotes the chairman shall both on a show of hands and on a poll have a castingvote in addition to the vote or votes (if any) to which he may be entitled as aholder of an Instrument or voting certificate or being a proxy.

 

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

 

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

 

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

 

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

 

14.                           Subject as provided in paragraph 9 above, atany such meeting (a) on a show of hands every person who is present (beingan individual) in person or (being a corporation) by a duly authorisedrepresentative and (i) who is a holder of Instruments, and in the case ofBearer Instruments, produces such Instruments or (ii) who produces avoting certificate or (iii) is a proxy shall have one vote and (b) ona poll every person who is so present shall have one vote in respect of each[            ] (20)principal amount outstanding of Instruments of the relevant Series soproduced or represented by the voting certificate so produced or in respect ofwhich he is a proxy.  Without prejudice 

 

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(20)    The currencyand amount of the smallest denomination of Instruments available in relation tothe particular Series shall be deemed to be inserted here.

 

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to the obligations of the proxies named inany block voting instruction or form of proxy, any person entitled to more thanone vote need not use all his votes or cast all the votes to which he isentitled in the same way.

 

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

 

16.                           Each block voting instruction and each formof proxy, together (if so required by the Issuer) with proof satisfactory tothe Issuer of its due execution, shall be deposited at such place as the Issuershall designate not less than 24 hours before the time appointed for holdingthe meeting or adjourned meeting at which the proxy named in the block votinginstruction or form of proxy proposes to vote and in default the block votinginstruction or form of proxy shall not be treated as valid unless the chairmanof the meeting decides otherwise before such meeting or adjourned meetingproceeds to business.  A certified copyof each such block voting instruction and form of proxy and satisfactory proofas aforesaid (if applicable) shall, be deposited with the Issuer at such placeas aforesaid before the commencement of the meeting or adjourned meeting butthe Issuer shall not thereby be obliged to investigate or be concerned with thevalidity of, or the authority of the proxy named in, any such block votinginstruction or form of proxy.

 

17.                           Without prejudice to paragraph 1, any votegiven in accordance with the terms of a block voting instruction or form ofproxy shall be valid notwithstanding the previous revocation or amendment ofthe block voting instruction or form of proxy or of any of the Instrumentholders’ instructions pursuant to which it was executed, provided that nointimation in writing of such revocation or amendment shall have been receivedby the Issuer or by the chairman of the meeting, in each case not less than 24hours before the commencement of the meeting or adjourned meeting at which theblock voting instruction or form of proxy is used.

 

18.                           A meeting of the holders of Instrumentsshall, in respect of the Instruments of the relevant Series and subject tothe provisions contained in the Conditions, in addition to the powershereinbefore given, but without prejudice to any powers conferred on otherpersons by these presents, have the following powers exercisable byExtraordinary Resolution only namely:

 

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

 

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

 

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

 

(d)                                     power to assent to any modification of theprovisions contained in the Instruments or the Coupons of the relevant Series,the Conditions thereof, this Schedule, the Fiscal Agency Agreement or the Deedof Covenant executed by the Issuer which shall be proposed by the Issuer;

 

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

 

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

 

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

 

(h)                                     power to appoint any persons (whether holdersof Instruments or not) as a committee or committees to represent the interestsof the holders of Instruments in respect of the Instruments of the relevant Series andto confer upon such committee or committees any powers or discretions whichsuch holders of Instruments could themselves exercise by ExtraordinaryResolution; and

 

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

 

Provided that the special quorum provisions contained in the provisosto paragraphs 5 and 6 shall apply in relation to any Extraordinary Resolutionfor the purpose of making modification of the provisions contained in theInstruments or the Coupons of any Series or the Conditions applicablethereto which:

 

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

 

(ii)                                      reduces or cancels the principalamount of the Instruments of the relevant Series or any amount payablethereon, varies any provision regarding the calculation of the rate of interestor any other amount payable thereon or 

 

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varies the rate of discount, rate ofamortisation or any other rate of return applicable thereto; or

 

(iii)                                   modifies the provisions containedin this Schedule concerning the quorum required at any meeting of holdersof Instruments in respect of the Instruments of the relevant Series or anyadjournment thereof or concerning the majority required to pass anExtraordinary Resolution; or

 

(iv)                                  varies the currency in which anypayment (or other obligation) in respect of the Instruments of the relevant Series isto be made; or

 

(v)                                     amends this proviso in any manner.

 

19.                           An Extraordinary Resolution passed at ameeting of the holders of Instruments in respect of the Instruments of therelevant Series duly convened and held in accordance with these presentsshall be binding upon all the holders of Instruments of the relevant Series,whether present or not present at such meeting, and upon all the holders of allCoupons in respect of Instruments of the relevant Series and each of theholders of Instruments and Coupons shall, in respect of the Instruments of thatSeries, be bound to give effect thereto accordingly.  The passing of any such resolution shall beconclusive evidence that the circumstances of such resolution justify thepassing thereof.

 

20.                           The expression “**Extraordinary Resolution**” when used in these presents means aresolution passed at a meeting of the holders of Instruments in respect of theInstruments of the relevant Series duly convened and held in accordancewith the provisions contained herein by a majority consisting of not less thanthree-fourths of the votes cast thereon.

 

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

 

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

 

23.                           Any Instruments which have been purchased orare held by (or on behalf of) the Issuer or any affiliate of the Issuer or ABBLtd or any subsidiary of ABB Ltd but which have 

 

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not been cancelled shall, unless or untilresold, be deemed not to be outstanding for the purposes of this Schedule.

 

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**THE SIXTHSCHEDULE**

 

**FORM OFDEED OF ASSUMPTION**

 

This Deed of Assumption is made on[        ], [   ]between [          ] (the “**Issuer**”), a company incorporated under thelaws of [          ] whoseregistered/principal office is situated at[          ] and[          ] (the “**Substituted Debtor**”) a company incorporatedin [          ] whoseregistered/principal office is situated at[          ].

 

**WHEREAS:**

 

(A)                        The Issuer has issued *[insert aggregate principal amount and title of theInstruments]* (the “**Instruments**”,each holder of such Instruments being an “**Instrumentholder**”)[and any interest coupons attached to such Instruments (the “**Coupons**”, each holder of such Coupons beinga “**Couponholder**”)] pursuant to aFiscal Agency Agreement dated 10 March 1993 and amended and restated on 8 December 2005(the “**Fiscal Agency Agreement**”)between Fortis Banque Luxembourg S.A., (the “**FiscalAgent**”), the Issuer, the other companies named therein as issuersand the paying agents and registrars named therein.

 

(B)                          The Issuer proposes, pursuant to Condition 15of the Terms and Conditions of the Instruments (the “**Conditions**”) to substitute the Substituted Debtor as principaldebtor in respect of the Instruments.

 

**NOW THIS DEED WITNESSETH ASFOLLOWS:**

 

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

 

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

 

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

 

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

 

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

 

(a)                                      all references to “*[Name of Issuer]*” shall be read and construed as referencesto the Substituted Debtor; and

 

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

 

4.                                (A)                                    The Substituted Debtor and theIssuer hereby acknowledge and covenant that the benefit of the undertakings andthe covenants binding upon them contained in this Deed of Assumption shall befor the benefit of each and every Instrumentholder and (if any) Couponholderwhether or not such Instrumentholder or Couponholder was an initial subscriberof such Instrument and each Instrumentholder and (if any) Couponholder shall beentitled severally to enforce the said obligations against the SubstitutedDebtor.

 

(B)                                    This Deed of Assumption shall be depositedwith and held by the Fiscal Agent and the Substituted Debtor, and the Issuerand the Substituted Debtor hereby acknowledge the right of everyInstrumentholder and Couponholder to production of this Deed of Assumption andupon request and payment of the expenses incurred in connection therewith, theproduction of a copy hereof certified by the Fiscal Agent to be a true andcomplete copy.

 

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

 

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

 

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

 

(B)                                    The Courts of England are to havejurisdiction to settle any disputes which may arise out of or in connectionwith this Deed of Assumption and accordingly any legal action or proceedingsarising out of or in connection with this Deed of Assumption (“**Proceedings**”) may be brought in suchcourts.  Each of the Substituted Debtorand the Issuer irrevocably submits to the jurisdiction of such courts andwaives any objection to Proceedings in such courts whether on the ground ofvenue or on the ground that the Proceedings have been brought in aninconvenient forum.  These submissionsare for the benefit of each of the Instrumentholders and the Couponholders andshall not limit the right of any of them to take Proceedings in any other courtof competent jurisdiction nor shall the taking of Proceedings in any one ormore jurisdictions preclude the taking of Proceedings in any other jurisdiction(whether concurrently or not).

 

(C)                                    Each of the Substituted Debtor and the Issuerirrevocably appoints ABB Limited at its registered office (presently atDaresbury Park, Daresbury, 

 

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Warrington WA4 4BT, Cheshire) as itsauthorised agent for service of process in England in respect of anyProceedings.  If for any reason suchagent shall cease to be such agent for service of process or shall no longerhave a registered office in England, the Substituted Debtor and the Issuershall appoint another agent for service of process in England within twenty-onedays and if the Issuer and/or the Substituted Debtor fails to make any suchappointment within twenty-one days, the Fiscal Agent shall be entitled toappoint such a person by notice to the Issuer and/or the Substituted Debtor.

 

**IN WITNESS** whereof this Deed has beenexecuted by and on behalf of the parties hereto as of the day and year firstabove written.

 
| EXECUTED as a deed under Seal by                                                                                                              | ) |
|-----------------------------------------------------------------------------------------------------------------------------------------------|---|
| *[the Substituted Debtor]*                                                                                                                    | ) |
| acting by  [          ] and  [          ] | ) |
| in the presence of:                                                                                                                           | ) |

 

Witness:

 

Name:

 

Address:

 

Occupation:

 

Witness:

 

Name:

 

Address:

 

Occupation:

 

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| EXECUTED as a deed under Seal by                                                                                                              | ) |
|-----------------------------------------------------------------------------------------------------------------------------------------------|---|
| *[the Issuer]*                                                                                                                                | ) |
| acting by  [          ] and  [          ] | ) |
| in the presence of:                                                                                                                           | ) |

 

Witness:

 

Name:

 

Address:

 

Occupation:

 

Witness:

 

Name:

 

Address:

 

Occupation:

 

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**THE SCHEDULE**

 

**Post-SubstitutionAmendments to the Conditions**

**of theInstruments of the relevant Series**

 

1.                                 Following any substitution pursuant toCondition 15, the Conditions of the Instruments of the relevant Series shallapply as if all references to the “Issuer” therein were to the SubstitutedDebtor.

 

2.                                 In the event that ABB Ltd shall become theSubstituted Debtor the Conditions shall apply with the following furtheramendments:

 

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

 

(i)                                         the words “... its obligation setout in Condition 4.02 ...” to “... performance or observance of any of itsother...” in lines 1 to 5 of Condition 7.01(ii) shall be deleted andreplaced by the word “any”;

 

(ii)                                      Condition 15 shall not apply to suchInstruments and, in respect of such Instruments, shall be deemed to be replacedwith the following:

 

“the Issuer may be replaced, and any director indirect subsidiary of the Issuer may be substituted for the Issuer, asprincipal debtor in respect of the Instruments, without the consent of theHolders of the Instruments or Coupons. If the Issuer shall determine that any such subsidiary shall become theprincipal debtor (in such capacity, the “**SubstitutedDebtor**”), the Issuer shall give not less than 30 nor more than 45days’ notice, in accordance with Condition 14, to the Holders of theInstruments of such event and, immediately on the expiry of such notice, theSubstituted Debtor shall enter into a Deed of Assumption, the form of which isset out in the Sixth Schedule to the Fiscal Agency Agreement and becomethe principal debtor in respect of the Instruments in place of the Issuer andthe Holders of the Instruments shall thereupon cease to have any rights orclaims whatsoever against the Issuer. However, no such substitution shall take effect (i) until suchSubstituted Debtor shall have entered into a keep-well agreement with ABB Ltdsubstantially in the form of other keep-well agreements entered into by ABB Ltdwith certain of its direct or indirect subsidiaries, (ii) until suchSubstituted Debtor shall have executed a deed of covenant substantially in theform of the Deed of Covenant, (iii) in any case, until the SubstitutedDebtor shall have provided such documents as may be necessary to make the Deedof Assumption, the  Instruments, theFiscal Agency Agreement, such deed of covenant and such keep-well agreement thelegal, valid and binding 

 

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obligations of, as appropriate, theSubstituted Debtor and ABB Ltd together with legal opinions, either unqualifiedor subject only to normal, usual or appropriate qualifications and assumptionsto the effect that the Deed of Assumption, the Instruments, the Fiscal AgencyAgreement, such deed of covenant and such keep-well agreement are legal, validand binding obligations of, as appropriate, ABB Ltd and the Substituted Debtor,(iv) the Substituted Debtor shall have obtained all necessary governmentaland regulatory approvals and consents, if any, for the substitution, and (v) theSubstituted Debtor shall have appointed the process agent appointed by theIssuer in Condition 18.3 as its agent in England to receive service of processon its behalf in relation to any legal action or proceedings arising out of orin connection with the Instruments and the Coupons.  Upon any such substitution, the Instrumentsand Coupons will, if necessary, be deemed to be modified in all appropriaterespects.”

 

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**THE SEVENTHSCHEDULE**

 

Regulations ConcerningTransfers Of Registered Instruments And Exchanges Of Bearer Instruments ForRegistered Instrument**S**

 

1.                                 Each Registered Instrument shall be in aprincipal amount equal to the minimum denomination specified in the relevantPricing Supplement or an integral multiple thereof.

 

2.                                 The Registered Instruments are transferablein a principal amount equal to the minimum denomination specified in therelevant Pricing Supplement or an integral multiple thereof by execution of theform of transfer endorsed under the hand of the transferor or of a dulyappointed attorney on its behalf or, where the transferor is a corporation,under its seal or signed on its behalf by its duly appointed attorney or a dulyauthorised officer or officers of the corporation.  In this Schedule “transferor” shallwhere the context permits or requires include joint transferors and beconstrued accordingly.

 

3.                                 The Registered Instrument to be transferredmust be delivered for registration to the specified office of the Registraraccompanied by such other evidence (including legal opinions) as the Registrarmay reasonably require to prove the title of the transferor or his right totransfer the Registered Instrument and his identity and, if the form oftransfer is executed by some other person on his behalf or in the case of theexecution of a form of transfer on behalf of a corporation by an officer orofficers or an attorney, the authority of that person or those persons to doso.  The signature of the personeffecting a transfer of a Registered Instrument shall conform to any list ofduly authorised specimen signatures supplied by the registered holder or becertified by a recognised bank, notary public or in such other manner as theRegistrar may require.

 

4.                                 The executors or administrators of a deceasedholder of a Registered Instrument (not being one of several joint holders) andin the case of the death of one or more of joint holders the survivor orsurvivors of such joint holders shall be the only persons recognised by theIssuer as having any title to such Registered Instruments.

 

5.                                 Any person becoming entitled to RegisteredInstruments in consequence of the death or bankruptcy of the holder of suchRegistered Instruments may, upon producing such evidence that he holds theposition in respect of which he proposes to act under this paragraph or of histitle as the Issuer shall require (including legal opinions), be registeredhimself as the holder of such Registered Instruments or, subject to thepreceding paragraphs as to transfer, may transfer such RegisteredInstruments.  The Issuer and theRegistrar may retain any amount payable upon the Registered Instruments towhich any person is so entitled until such person shall be so registered orshall duly transfer the Registered Instruments.

 

6.                                 Unless otherwise requested by him and agreedby the Issuer, the holder of Registered Instruments or the holder of BearerInstruments, the subject of a request for an exchange for RegisteredInstruments shall be entitled to receive only one Registered 

 

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Instrument in respect of his holding or inrespect of the Bearer Instruments, the subject of a particular request for anexchange.

 

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

 

8.                                 Where there is more than one transferee (tohold other than as joint holders), separate forms of transfer (obtainable fromthe specified office of the Registrar) must be completed in respect of each newholding.

 

9.                                 Where a holder of a Registered Instrument hastransferred part only of his holding comprised therein there shall be deliveredto him a Registered Instrument in respect of the balance of such holding.

 

10.                           The Issuer, the Registrar and the FiscalAgent shall, save in the case of the issue of replacement RegisteredInstruments, make no charge to the holders for the registration of any holdingof Registered Instruments or any transfer of Registered Instruments or inrespect of any exchange of Bearer Instruments for Registered Instruments or forthe issue of any Registered Instruments or for the delivery of RegisteredInstruments at the specified office of the Registrar.

 

11.                           Subject always to the terms and conditionsapplicable to the Instruments of the relevant Series, the Registrar will withinthree Relevant Banking Days of the transfer date or the exchange dateapplicable to a transfer of Registered Instruments or an exchange of BearerInstruments for Registered Instruments make available at its specified office anew Registered Instrument in respect of the Registered Instrument transferredor in respect of Bearer Instruments the subject of a request for an exchangefor Registered Instruments.  In the caseof a transfer of part only of a Registered Instrument, a new RegisteredInstrument in respect of the balance of the Registered Instrument transferredwill be so delivered to the transferor.

 

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**THE EIGHTHSCHEDULE**

 

**THESPECIFIED OFFICES OF THE PAYING AGENTS AND THE REGISTRARS**

 

The Fiscal Agent and Principal Registrar:

 

Fortis Banque Luxembourg S.A.,

50, Avenue J.F. Kennedy

L2951 Luxembourg

 

Telex:          3401 BGL lu

Fax:                   +352 4242 2887

 

The other Paying Agent:

 

Banque MeesPierson BGL S.A.

57 Rennweg

CH-8023 Zurich

Switzerland

 

Telex:                                                  BGL Zürich 813003 BGL CH

Fax:                                                            +41 12119908

 

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**SIGNATURES**

 

**ABB INTERNATIONAL FINANCE LIMITED**

 
| By: | /s/ ALEX HALL |   | By: | /s/  BRIAN VAN REIJN |   |
|-----|---------------|--------|-----|----------------------|--------|

 

 

**FORTIS BANQUE LUXEMBOURG S.A.**

as Fiscal Agent and

Principal Registrar

 
| By: | /s/ ROBERT GENOT |   | By: | /s/ JEAN-MARIE  MOES |   |
|-----|------------------|--------|-----|----------------------|--------|

 

 

**BANQUE MEESPIERSON BGL S.A.**

as Paying Agent

 
| By: | /s/ CH. SCHENK |   | By: | /s/ R.  AUGUSTIN |   |
|-----|----------------|--------|-----|------------------|--------|

 

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