Exhibit 2.3  Clifford Chance LLPCONFORMED COPY   ABB CAPITAL B.V.  as issuer  PROGRAMME FOR THE ISSUANCE OF DEBT
INSTRUMENTS   
  FISCAL AGENCY AGREEMENT  
   17 December 2008


CONTENTS  SECTION
  
  Page1.
  Interpretation
  
  12.
  Appointment Of The
  Paying Agents And The Registrars
  
  53.
  The Instruments
  
  54.
  Issuance Of Instruments
  
  85.
  Replacement Instruments
  
  126.
  Payments To The Fiscal
  Agent Or The Registrar
  
  137.
  Payments To Holders Of
  Bearer Instruments
  
  158.
  Payments To Holders Of
  Registered Instruments
  
  169.
  Miscellaneous Duties Of
  The Fiscal Agent And The Paying Agents
  
  1710.
  Early Redemption
  
  2111.
  Miscellaneous Duties Of
  The Registrars
  
  2212.
  Commissions, Fees And
  Expenses
  
  2413.
  Terms Of Appointment
  
  2514.
  Changes In Agents
  
  2615.
  Substitution
  
  2916.
  Further Issuers
  
  2917.
  Notices
  
  3018.
  Law And Jurisdiction
  
  3119.
  Modification
  
  3220.
  Counterparts
  
  3221.
  Contracts (Rights Of
  Third Parties) Act 1999
  
  32Form Of Temporary Global Instrument (Bearer)
  
  33Form Of Permanent Global Instrument
  
  46Form Of Definitive Instrument
  
  53Form Of Registered Instrument
  
  61Provisions For Meetings Of Holders Of Instruments
  
  65Form Of Deed Of Assumption
  
  73Regulations Concerning Transfers Of Registered Instruments And Exchanges
  Of Bearer Instruments For Registered InstrumentS
  
  79The Specified Offices Of The Paying Agents And The
  Registrars
  
  81


THIS
FISCAL AGENCY AGREEMENT is made on 17 December 2008.  BETWEEN:  (1)ABB
CAPITAL B.V. (ACBV) (the Issuer, which expression shall, where the context so
permits, include any Further Issuer as defined in Clause 16.1 hereof);  (2)FORTIS BANQUE LUXEMBOURG S.A.in its capacities as fiscal agent (the Fiscal Agent,
which expression shall include any successor to Fortis Banque Luxembourg S.A.
in its capacity as such) and principal registrar (the Principal
Registrar, which expression shall include any successor to Fortis
Banque Luxembourg S.A. in its capacity as such); and  (3)FORTIS BANQUE (SUISSE) S.A.in its capacity as Swiss paying agent for the purposes of article 26
of the Listing Rules of the SIX Swiss Exchange (together with the Fiscal
Agent, the Paying Agents, which expression
shall include any substitute or additional paying agents appointed in accordance
herewith).  WHEREAS:  (A)The
Issuer established a programme (the Programme) for
the issuance of debt instruments (the Instruments)
in connection with which they have entered into a dealership agreement dated
17 December 2008 (the Dealership Agreement)
and made between the Issuer, ABB Ltd and Morgan Stanley & Co.
International Limited (the Dealer, which
expression shall include any substitute or additional dealers appointed in
accordance with the Dealership Agreement). In respect of bearer Instruments
issued in temporary global or permanent global form, the Issuer has executed
and delivered a deed of covenant dated 17 December 2008 (the Deed of Covenant).  (B)Instruments
may be issued on a listed or unlisted basis. The Issuer has made an application
to the SIX Swiss Exchange (the SIX)
for approval of the Programme, under which, upon approval (and subsequent
annual approvals of updates of the Programme), Instruments can be issued and
listed on SIX for a period of twelve months.  (C)The
parties hereto wish to record certain arrangements which they have made in
relation to the Instruments to be issued under the Programme.  IT
IS AGREED as follows:  1.INTERPRETATION  1.1All
terms and expressions which have defined meanings in the Information Memorandum
or the Dealership Agreement shall have the same meanings in this Agreement
except where the context requires otherwise or unless otherwise stated. In
addition, in this Agreement, any reference to:  Banking Day is to a day (other than Saturdays and Sundays)
on which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in the place where the
specified office of the Fiscal Agent or, as the case may be, the Registrar is
located;  1


a Clause is, unless the context indicates otherwise, to a
Clause in a Section hereof;  Clearstream, Luxembourg is to Clearstream Banking, société
anonyme;  a Condition is to the terms and conditions of the Instruments
as appearing in the Information Memorandum or, in relation to any Tranche or Series of
Instruments, such terms and conditions as the same may be amended or
supplemented or replaced as described in the relevant Pricing Supplement or
Pricing Supplements and any reference to a numbered Condition is to the
correspondingly numbered provision thereof and terms and
conditions should be construed accordingly;  a Coupon is to an interest coupon and where the context
permits, a Talon, in each case appertaining to a Definitive Instrument;  Euroclear is to Euroclear Bank S.A./N.V.;  Event of Default is to any of the circumstances or events
set out in Condition 7 (as the same may be modified by the relevant Pricing
Supplement in relation to any Tranche of Instruments);  the Exchange Act is to the United States Securities Exchange
Act of 1934;  the Exchange Date is to the date which is 40 days after the
completion of the distribution of the Instruments comprising the relevant
Tranche, as specified in the relevant Pricing Supplement;  Information Memorandum is to the information memorandum the
preparation of which has been procured by the Issuer in order to obtain
approval by SIX of the Programme as a domestic issuance programme according
to the Additional Rules for the Listing of Bonds of SIX, together with any
information incorporated therein by reference, as the same may be amended,
supplemented, updated and/or substituted from time to time and any further
information memorandum prepared in connection with the listing of such
Instruments on any other stock exchange (as such further information memorandum
may be amended, supplemented, updated and/or substituted from time to time);  Instalment Instrument is to an Instrument the principal
amount of which is repayable by instalments;  issue date is, in relation to any Tranche of Instruments,
to the date of issue of such Instruments;  local time in relation to any payment is to the time in the
city or town in which the relevant bank or the relevant branch or office
thereof is located and any reference to local banking days
in relation thereto is to days on which commercial banks are open for general
business in such city or town;  Luxembourg Banking Day is to a day on
which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in Luxembourg;  2


outstanding is, in relation to the Instruments of the
Issuer, to all the Instruments of the Issuer and any coupons relating thereto
other than:  (i)those
which have been redeemed in full or purchased and cancelled pursuant to
Condition 6;  (ii)those
in respect of which the date for redemption in full (including, but not limited
to, the due date for payment of the final instalment in respect of an
Instalment Instrument) has occurred and the redemption moneys therefor
(including all interest accrued thereon to such date for redemption) have been
duly paid to the Fiscal Agent or (in the case of Registered Instruments) the
Registrar in the manner provided for in this Fiscal Agency Agreement (and,
where appropriate, notice to that effect has been given in accordance with
Condition 14) and remain available for payment in accordance with the Conditions;  (iii)any
Bearer Instrument which has been exchanged for a Registered Instrument;  (iv)          those
which have become void under Condition 10 or Condition 9A.06;  (v)           (for
the purpose only of ascertaining the amount outstanding and without prejudice
to their status for any other purpose) those Instruments which are alleged to
have been lost, stolen or destroyed and in respect of which replacement
Instruments have been issued pursuant to Condition 12;  (vi)          those
Instruments which have been mutilated or defaced and which have been
surrendered or cancelled and in respect of which replacement Instruments have
been issued pursuant to Condition 12;  (vii)         any
Temporary Global Instrument to the extent that it has been exchanged for
Definitive Instruments, Registered Instruments or a Permanent Global
Instrument; and  (viii)any
Permanent Global Instrument to the extent that it has been exchanged for
Definitive Instruments.  Provided
that for the purposes of the Fifth Schedule those Instruments which are
beneficially held by, or are held on behalf of, the Issuer or any affiliated
company of the Issuer or ABB Ltd or any subsidiary of ABB Ltd and not cancelled
shall (unless and until ceasing to be so held) be deemed not to remain
outstanding;  principal amount outstanding is, on any date, to the
principal amount of that Instrument on its date of issue (i) less, in
respect of any Instrument any amount of principal in respect of that Instrument
that has become due and payable and either has been paid to the relevant holder
or in respect of which the Relevant Date (as defined in Condition 8) shall have
occurred, and (ii) less, in respect of any partly paid Instrument, any
amount that shall not have been paid up in full;  Registrar is to the Principal Registrar as specified in the
relevant Pricing Supplement relating to Registered Instruments;  3


Regulations is to the regulations concerning the transfer
of Registered Instruments or for the exchange of Bearer Instruments for
Registered Instruments as may from time to time be promulgated by the Issuer.
The initial such regulations are set out in the Seventh Schedule;  Relevant Dealer is, in respect of any Tranche of
Instruments, to the institution specified as such in the relevant Pricing
Supplement or, if there is only one Dealer in respect of such Tranche of
Instruments, such Dealer;  Zurich  Banking Day is
to a day on which commercial banks are open for general business (including
dealings in foreign exchange and foreign currency deposits) in Zurich;  the specified office of any Paying Agent or any Registrar is to
the office specified against its name in the Eighth Schedule or such other
office in the same city or town as such Paying Agent or, as the case may be,
such Registrar may specify by notice to the Issuer and the other parties hereto
in accordance with Clause 14.7;  a Schedule is, unless the context indicates otherwise, to a
Schedule hereto;  a Section is, unless the context indicates otherwise, to a Section hereof;  the Securities Act is to the United States Securities Act of
1933;  a Talon is to a talon exchangeable for further Coupons; and  a Tranche is to an issue of Instruments which are identical
in all respects (save that they may be denominated in different amounts and may
comprise Instruments in bearer form and Instruments in registered form), which
are intended to be issued on the same closing date.  1.2Terms
used, but not defined, herein shall have the meanings ascribed to them as set
out in the terms and conditions of the relevant Instruments.  1.3Section and
Schedule headings are for ease of reference only and shall not affect the
construction or interpretation of this Agreement.  1.4In this
Agreement, any reference to payments of principal, redemption amount or
interest includes any additional amounts payable in relation thereto under
Condition 8.  1.5Any
Instruments issued on or after the date of this Agreement shall be issued
pursuant to this Agreement. This does not affect the rights or obligations of
any party under any previous fiscal agency agreement entered into in connection
with the Programme, with respect to any Instruments issued prior to the date of
this Agreement.  1.6All
references in this Agreement to an agreement, instrument or other document
(including the Dealership Agreement, the Deed of Covenant and the Information
Memorandum) shall be construed as a reference to that agreement, instrument or
other document as the same may be amended, supplemented, replaced or novated
from time to time.  4


2.APPOINTMENT OF THE PAYING AGENTS AND THE
REGISTRARS  2.1The
Issuer appoints each of the Paying Agents and each of the Registrars at their
respective specified offices as its agent in relation to the Instruments for
the purposes specified in this Agreement and on the terms and conditions
applicable thereto and all matters incidental thereto. Except where the context
otherwise requires references to the Paying Agents and the Registrars are to
them acting solely through such respective specified offices. The obligations
of the Paying Agents and the Registrars hereunder are several and not joint.  2.2Each of
the Paying Agents and each of the Registrars accepts its appointment as agent of
each Issuer in relation to the Instruments and shall perform all matters
expressed to be performed by it in, and otherwise comply with, the terms and
conditions applicable thereto and the provisions of this Agreement and, in
connection therewith, shall take all such action as may be incidental thereto.  3.THE INSTRUMENTS  3.1Instruments
may be issued in series (each a Series) and
each Series may comprise one or more Tranches of Instruments. Each Tranche
will be the subject of a pricing supplement (each a Pricing
Supplement) prepared by or on behalf of the Issuer or, as the case
may be, the relevant Dealer, attached to or incorporated by reference into each
Instrument of such Tranche and in the case of a Tranche in relation to which
application shall be made for listing on the SIX, lodged with the SIX.  3.2Instruments
may be issued in bearer form or in registered form, as specified in the
relevant Pricing Supplement.  3.3The
holders of interests in Instruments listed on SIX shall not have the right to
request the printing and delivery of definitive instruments. If the Fiscal
Agent deems (i) the printing of definitive instruments and coupons to be
necessary or useful or (ii) the presentation of definitive instruments and
coupons to be required by Swiss or foreign laws in connection with the
enforcement of the rights of the holders, the Fiscal Agent will provide for
such printing. The Issuer hereby irrevocably authorises the Fiscal Agent to
provide for such printing on its behalf. The definitive instruments will be
printed and issued to the holders free of charge in exchange for their
interests in the respective global instrument.  Instruments
in bearer form (Bearer Instruments) will
initially be represented by a temporary global instrument, without interest
coupons (a Temporary Global Instrument), in
bearer form which shall be exchangeable in accordance with its terms on and
from the Exchange Date applicable to the Instruments represented by such
Temporary Global Instrument and upon due certification as described therein,
for a permanent global instrument (a Permanent Global
Instrument, together with the Temporary Global Instrument, each a Global Instrument) representing such
Bearer Instruments or, if so specified in the relevant Pricing Supplement, for
definitive instruments (Definitive Instruments).
In the case of a Series comprising both Bearer Instruments and Instruments
in registered form (Registered Instruments)
the Temporary Global Instrument may be exchanged for Registered Instruments in
accordance with its terms only on and from the Exchange Date applicable to the  5


Instruments
represented by such Temporary Global Instrument and upon due certification as
described therein. Each Permanent Global Instrument will only be exchangeable
in accordance with its terms for Definitive Instruments and/or (in the case of
a Series comprising both Bearer Instruments and Registered Instruments)
Registered Instruments.  3.4Each
Temporary Global Instrument shall:  (a)be
printed, lithographed or typewritten in substantially the form (duly completed)
set out in the First Schedule but with such modifications, amendments and
additions as the Fiscal Agent, the relevant Dealer and the Issuer shall have
agreed to be necessary;  (b)have
attached thereto or incorporated by reference therein the terms and conditions
applicable thereto;  (c)be
executed manually by two directors (or, as the case may be) managing directors
of, or by a duly authorised attorney on behalf of, the Issuer and shall be
authenticated manually by or on behalf of the Fiscal Agent; and  (d)bear
a unique serial number.  3.5Each
Permanent Global Instrument shall:  (a)be
printed, lithographed or typewritten in substantially the form (duly completed)
set out in the Second Schedule but with such modifications, amendments and
additions as the Fiscal Agent, the relevant Dealer and the Issuer shall have
agreed to be necessary;  (b)have
attached thereto or incorporated by reference therein the terms and conditions
applicable thereto;  (c)be
executed manually by two directors (or, as the case may be) managing directors
of, or by a duly authorised attorney on behalf of, the Issuer and shall be
authenticated manually by or on behalf of the Fiscal Agent; and  (d)bear
a unique serial number.  3.6Each
Definitive Instrument shall:  (a)be
in substantially the form (duly completed) set out in the Third Schedule but
with such modifications, amendments and additions as the Fiscal Agent, the
relevant Dealer and the Issuer shall have agreed to be necessary;  (b)unless
the contrary is specified in the relevant Pricing Supplement, be in the format
from time to time specified by the International Securities Markets Association
or any successor body thereto;  (c)have
a unique serial number printed thereon;  (d)if
so specified in the relevant Pricing Supplement, have attached thereto at the
time of its initial delivery Coupons;  6


(e)if
so specified in the relevant Pricing Supplement, have attached thereto at the
time of its initial delivery a Talon;  (f)have
endorsed thereon, attached thereto or incorporated by reference therein the
terms and conditions applicable thereto;  (g)be
executed manually or in facsimile by two directors (or, as the case may be)
managing directors of the Issuer and authenticated manually by or on behalf of
the Fiscal Agent;  (h)be
printed in accordance with the requirements of any clearing system by which
such Instruments are intended to be accepted; and  (i)be
printed in accordance with the requirements of any stock exchange on which such
Instruments may be listed.  3.7Each
Registered Instrument shall:  (a)be
printed, lithographed or typewritten in substantially the form (duly completed)
set out in the Fourth Schedule but with such modifications, amendments and
additions as the Registrar, the relevant Dealer and the Issuer shall have
agreed to be necessary;  (b)have
endorsed thereon, attached thereto or incorporated by reference therein the
terms and conditions applicable thereto; and  (c)be
executed manually by two directors (or, as the case may be) managing directors
of, or by a duly authorised attorney on behalf of the Issuer or shall be
executed in facsimile by 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.  3.8The
Issuer may adopt and use the signature of any person who at the date of signing
a Temporary Global Instrument, Permanent Global Instrument or Registered
Instrument is an authorised signatory for such purpose of the Issuer
notwithstanding that such person may for any reason (including death) have
ceased to be such an authorised signatory at the time of the creation and issue
of the relevant Tranche or the issue and delivery of the relevant Instruments.  3.9Any
facsimile signature affixed to an Instrument may be that of a person who is at
the time of the creation and issue of the relevant Tranche an authorised signatory
for such purpose of the Issuer notwithstanding that such person may for any
reason (including death) have ceased to be such an authorised signatory at the
time at which the relevant Instrument may be delivered.  3.10Execution
in facsimile of any Instruments and any photostatic copying or other
duplication of master Global Instruments (in unauthenticated form, but executed
manually on behalf of the Issuer as stated above) shall be binding upon the
Issuer in the same manner as if such Instruments were signed manually by such
signatories.  7


3.11In regard
to Instruments listed or to be listed on SIX, the global instruments and
definitive instruments representing such Instruments shall comply with the
regulations of SIX that may be applicable from time to time.  4.ISSUANCE OF INSTRUMENTS  4.1Upon the
conclusion of any agreement between the Issuer and any Dealer(s) for the
issue by the Issuer and the subscription by such Dealer(s) of any
Instruments the Issuer shall, as soon as practicable but in any event not later
than 3.00 p.m. (Luxembourg time) four Luxembourg Banking Days, prior to
the proposed issue date therefor:  (a)confirm
by an email attaching the signed and scanned written confirmation followed by
the original letter by mail to the Fiscal Agent or, if such Instruments are to
be Registered Instruments, the Registrar (copied to the Fiscal Agent) all such
information as the Fiscal Agent or, as the case may be, the Registrar may
reasonably require to carry out its functions under this Agreement and in
particular, if a master Global Instrument or master Registered Instruments
is/are to be used, such details as are necessary to enable it to complete a
duplicate of the master Global Instrument or master Registered Instruments, the
settlement and payment procedures applicable to the relevant Tranche of
Instruments and the account of the Issuer to which payment should be made;  (b)deliver
a duly executed copy of the Pricing Supplement in relation to the relevant
Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to
the Fiscal Agent); and  (c)unless
a master Global Instrument or a master Registered Instrument and the and the
Issuer shall have provided such document to the Fiscal Agent or, as the case
may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to
the Fiscal Agent a Temporary Global Instrument and/or Permanent Global
Instrument (in unauthenticated form but executed on behalf of the Issuer and
otherwise complete) or, as the case may be, to the Registrar Registered
Instruments (in unauthenticated form and with the names of the registered
holders left blank but executed on behalf of the Issuer and otherwise complete)
in relation to the relevant Tranche.  4.2The
Issuer may, at its option, deliver from time to time to the Fiscal Agent an
original master Temporary Global Instrument and an original master Permanent
Global Instrument (in unauthenticated form but executed on behalf of the
Issuer) and/or, to the Registrar, original master Registered Instruments (in
unauthenticated form but executed on behalf of the Issuer). Any such master
Instruments shall be held in safe custody by the Fiscal Agent or, as the case
may be, the Registrar upon trust for the Issuer for use only in accordance with
the written instructions of the Issuer. The Fiscal Agent or, as the case may
be, the Registrar shall return the master Instruments to the Issuer forthwith
upon written request by the Issuer.  4.3The
Fiscal Agent or, as the case may be, the Registrar shall, on behalf of the
Issuer, where the relevant Instruments are to be listed on SIX, deliver a copy
of the Pricing  8


Supplement in relation to the relevant Tranche to the
Listing Agent as soon as practicable but in any event not later than 2.00 p.m.
(local time) two Zurich Banking Days prior to the proposed issue date therefor.  4.4The
provisions of this Clause 4.4 shall apply to each Tranche of Instruments unless
otherwise agreed between the Issuer, the Relevant Dealer and the Fiscal Agent
or (in the case of Registered Instruments) the Registrar. The Fiscal Agent or,
as the case may be, the Registrar shall, in a timely manner, authenticate and
deliver to the relevant depositary for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system the relevant Temporary Global
Instrument or, as the case may be, Registered Instruments together with instructions
to Euroclear or Clearstream, Luxembourg or such other clearing system to credit
the Instruments represented by such Temporary Global Instrument or the
Registered Instruments to such securities account(s) on a delivery against
payment basis (or on such other basis as shall have been agreed between the
Issuer and the Relevant Dealer and notified to the Fiscal Agent) as shall have
been notified to the Fiscal Agent by the Issuer.  The
Fiscal Agent shall give instructions to Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system to credit Instruments represented by
a Temporary Global Instrument or, as the case may be, Registered Instruments
registered in the name of the relevant depositary, to the Fiscal Agents
distribution account. Unless otherwise agreed in respect of any Tranche of
Instruments by the Issuer and the Relevant Dealer and notified to the Fiscal
Agent each Instrument which is so credited to the Fiscal Agents distribution
account with Euroclear or Clearstream, Luxembourg or such other clearing system
following the delivery of a Temporary Global Instrument or Registered
Instrument to the relevant depositary shall be held to the order of the Issuer
pending delivery to the relevant Dealer(s) on a delivery against payment
basis in accordance with the normal procedures of Euroclear or Clearstream,
Luxembourg or such other clearing system, as the case may be. The Fiscal Agent
shall on the issue date in respect of the relevant Tranche and against receipt
of funds from the relevant Dealer(s) transfer (with same value date) the
proceeds of issue to the Issuer to the account notified in accordance with
Clause 4.1 above.  4.5If the
Fiscal Agent or, as the case may be, the Registrar should pay an amount (an advance) to the Issuer in the belief that a payment has
been or will be received from a Dealer and if such payment is not received by
the Fiscal Agent or, as the case may be, the Registrar on the date that the
Fiscal Agent or, as the case may be, the Registrar pays the Issuer, the Issuer
shall forthwith repay the advance (unless prior to such repayment the payment
is received from the Dealer) and shall pay interest on such amount which shall
accrue (as well after as before judgment) on the basis of a year of 360 days
(365 days (or 366 days, in the case of a leap year) in the case of an advance
paid in sterling) and the actual number of days elapsed from the date of
payment of such advance until the earlier of (i) repayment of the advance
or (ii) receipt by the Fiscal Agent or, as the case may be, the Registrar
of the payment from the Dealer, and at the rate per annum which is the
aggregate of one per cent. per annum and the rate per annum specified by the
Fiscal Agent or, as the case may be, the Registrar as reflecting its cost of
funds for the time being in relation to the unpaid amount.  9


4.6Unless a
master Permanent Global Instrument is to be used and the Issuer has provided
such document to the Fiscal Agent pursuant to Clause 4.2, the Issuer shall, in
relation to each Tranche of Bearer Instruments, ensure that there is delivered
to the Fiscal Agent not less than four Luxembourg Banking Days before the
Exchange Date for the relevant Temporary Global Instrument, the Permanent
Global Instrument (in unauthenticated form but executed by the Issuer and
otherwise complete) in relation thereto or, as the case may be, the Definitive
Instruments or Registered Instruments (in unauthenticated form but executed by
the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising
both Bearer Instruments and Registered Instruments, the Temporary Global
Instrument is exchangeable for Definitive Instruments and/or Registered
Instruments, (unless a master Registered Instrument is to be used and the
Issuer shall have provided such document to the Registrar pursuant to Clause
4.2) the Issuer shall ensure that there is delivered to the Registrar,
sufficient Registered Instruments to enable the Registrar to effect exchanges
of interests in the Temporary Global Instrument for Registered Instruments in
accordance with the terms of the Temporary Global Instrument. The Fiscal Agent
or, as the case may be, the Registrar, shall authenticate and deliver such
Permanent Global Instrument or, as the case may be, Definitive Instruments
and/or Registered Instruments in accordance with the terms hereof and of the
relevant Temporary Global Instrument.  4.7The
Issuer shall, in relation to each Tranche of Bearer Instruments which is represented
by a Permanent Global Instrument in relation to which an exchange notice has
been given in accordance with the terms of such Permanent Global Instrument,
ensure that there is delivered to the Fiscal Agent not less than ten Luxembourg
Banking Days before the day on which the relevant notice period expires the
Definitive Instruments (in unauthenticated form but executed by the Issuer and
otherwise complete) in relation thereto. If, in the case of a Series comprising
both Bearer Instruments and Registered Instruments, the Permanent Global
Instrument is exchangeable for Definitive Instruments and/or Registered
Instruments, (unless a master Registered Instrument is to be used and the
Issuer shall have provided such document to the Registrar pursuant to Clause
4.2) the Issuer shall ensure that there is delivered to the Registrar,
sufficient Registered Instruments to enable the Registrar to effect exchanges
of interests in the Permanent Global Instrument for Registered Instruments in
accordance with the terms of the Permanent Global Instrument. The Fiscal Agent
or, as the case may be, the Registrar, shall authenticate and deliver such
Definitive Instruments and/or Registered Instruments in accordance with the
terms hereof and of the relevant Permanent Global Instrument.  4.8Where
any Definitive Instruments with Coupons attached are to be delivered in
exchange (not earlier than the Exchange Date) for a Temporary Global Instrument
or a Permanent Global Instrument, the Fiscal Agent shall ensure that such Definitive
Instruments shall have attached thereto only such Coupons as shall ensure that
neither loss nor gain of interest shall accrue to the bearer thereof.  4.9The
Fiscal Agent or, as the case may be, the Registrar shall hold in safe custody
and in trust for the account of, and to the order of, the Issuer all
unauthenticated Temporary Global Instruments, Permanent Global Instruments,
Definitive Instruments or, as the case may be, Registered Instruments delivered
to it in accordance with this Section 4, Section  10


5 or Section 11 and shall ensure that the same
are authenticated and delivered only in accordance with the terms hereof and,
if applicable, the relevant Temporary Global Instrument or Permanent Global
Instrument.  4.10The Fiscal
Agent and the Registrar are 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 the signature of any of their respective officers
or any other person duly authorised for the purpose by the Fiscal Agent or, as
the case may be, the Registrar.  4.11On each
occasion on which a portion of a Temporary Global Instrument or a Permanent
Global Instrument is exchanged for a portion of a Permanent Global Instrument
or, as the case may be, for Definitive Instruments and/or Registered
Instruments, the Fiscal Agent shall note or procure that there is noted on the Schedule
to, or in the absence of a Schedule, on the face of, the Temporary Global
Instrument or, as the case may be, Permanent Global Instrument the aggregate
principal amount thereof so exchanged and the remaining principal amount of the
Temporary Global Instrument or, as the case may be, Permanent Global Instrument
(which shall be the previous principal amount thereof less (or, in the case of
a Permanent Global Instrument in respect of an exchange of a portion of a
Temporary Global Instrument for a Permanent Global Instrument, plus) the
aggregate principal amount so exchanged) and shall procure the signature of
such notation on its behalf. The Fiscal Agent shall forthwith cancel or procure
the cancellation of each Temporary Global Instrument or, as the case may be,
Permanent Global Instrument against surrender of which it has made full
exchange for a Permanent Global Instrument or Definitive Instruments and/or
Registered Instruments.  4.12The Issuer
shall, in relation to each series of Definitive Instruments to which a Talon is
attached upon the initial delivery thereof, on each occasion on which a Talon
becomes exchangeable for further Coupons, not less than five Luxembourg Banking
Days before the date on which the final Coupon comprised in any Coupon sheet
(which includes a Talon) matures (Talon Exchange Date),
ensure that there is delivered to the Fiscal Agent such number of Coupon sheets
as may be required in order to enable the Paying Agent to fulfil their
obligation under Clause 4.13 hereof.  4.13The Paying
Agent shall on or after the Talon Exchange Date in respect of such Talon
deliver a Coupon sheet against the presentation and surrender of such Talon
provided that if any Talon is presented and surrendered for exchange to any
Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered
a replacement therefor the Paying Agent shall forthwith notify the Fiscal Agent
which shall immediately inform the Issuer of such presentation and surrender
and the Paying Agent shall not exchange against the same unless and until it is
so instructed in writing by the Fiscal Agent. The Paying Agent which makes an
exchange as set out in this Clause 4.13 shall cancel each Talon surrendered to
it and in respect of which a Coupon sheet shall have been delivered and shall
(if such Paying Agent is not the Fiscal Agent) forthwith deliver the cancelled
Talon to the Fiscal Agent.  11


4.14The Issuer
undertakes to notify the Fiscal Agent of any changes in the identity of the
Dealers and the Fiscal Agent agrees to notify the other Paying Agents and
Registrars thereof as soon as reasonably practicable thereafter.  5.REPLACEMENT INSTRUMENTS  5.1The
Fiscal Agent or, as the case may be, the Registrar (in such capacity Replacement Agent) shall in accordance with the
instructions of the Issuer and the terms and conditions (subject to the
provisions of Clause 5.2 below) authenticate and deliver a Temporary Global
Instrument, Permanent Global Instrument, Definitive Instrument, Coupon or, as
the case may be, Registered Instrument as a replacement for any of the same
which has been mutilated or defaced or which has or has been alleged to have
been destroyed, stolen or lost provided that no Temporary Global Instrument,
Permanent Global Instrument, Definitive Instrument, Coupon or Registered
Instrument shall be delivered as a replacement for any of the same which has
been mutilated or defaced otherwise than against surrender of the same and any
replacement Definitive Instrument shall have the same number of Coupons and, if
applicable, a Talon as are attached to the mutilated or defaced Definitive
Instrument so replaced.  5.2The
Replacement Agent shall not issue any replacement Temporary Global Instrument,
Permanent Global Instrument, Definitive Instrument, Coupon or, as the case may
be, Registered Instrument unless the claimant shall have:  (i)paid
such costs as may be incurred; and  (ii)furnished
(in the case of destroyed, lost or stolen Instruments) such evidence, security,
indemnity and otherwise as the Issuer may require.  5.3Each
replacement Temporary Global Instrument, Permanent Global Instrument,
Definitive Instrument, Coupon or Registered Instrument delivered hereunder
shall bear a unique serial number.  5.4The
Replacement Agent shall cancel each mutilated or defaced Temporary Global
Instrument, Permanent Global Instrument, Definitive Instrument, Coupon or
Registered Instrument surrendered to it and in respect of which a replacement
has been delivered.  5.5The
Replacement Agent shall forthwith notify the Issuer, and (in the case of Bearer
Instruments) the other Paying Agents of the delivery by it in accordance
herewith of any replacement Temporary Global Instrument, Permanent Global
Instrument, Definitive Instrument, Coupon or Registered Instrument, specifying
the serial number thereof and the serial number (if any and if known) of the
Instrument which it replaces and confirming (if such be the case) that the
Instrument which it replaces has been cancelled.  5.6The Issuer
shall ensure that the Replacement Agent has available to it supplies of such
Temporary Global Instruments, Permanent Global Instruments, Definitive
Instruments, Coupons and Registered Instruments, as the case may be, as shall
be necessary to effect the delivery of replacement Instruments under this Section 5.  12


5.7Each of
the Fiscal Agent, the Registrar and the Replacement Agent undertake to notify
the Issuer if it holds insufficient Instruments or Coupons to fulfil its
respective obligations under Section 4 and this Section 5.  5.8Unless
the Issuer instructs otherwise, the Replacement Agent shall destroy each
mutilated or defaced Temporary Global Instrument, Permanent Global Instrument,
Definitive Instrument, Coupon or Registered Instrument surrendered to and
cancelled by it and in respect of which a replacement has been delivered and
shall as soon as possible but not later than three months after such
destruction furnish the Issuer with a certificate as to such destruction and
specifying the serial numbers of the Temporary Global Instrument, Permanent
Global Instrument, Definitive Instruments and Registered Instruments in
numerical sequence and the total number by maturity date of Coupons (and distinguishing
any Talon in respect thereof) so destroyed.  6.PAYMENTS TO THE FISCAL AGENT OR THE
REGISTRAR  6.1In order
to provide for the payment of interest and principal or, as the case may be,
any other redemption amount payable in respect of the Instruments of each Series as
the same shall become due and payable the Issuer shall pay to the Fiscal Agent
or, as the case may be, the Registrar on or before the date on which such
payment becomes due an amount equal to the amount of principal, redemption
amount or, as the case may be, interest then becoming due in respect of such
Instruments.  6.2Each
amount payable by the Issuer under Clause 6.1 shall be paid unconditionally by
credit transfer in the currency in which the Instruments of the relevant Series are
denominated or, if different, payable and in immediately available, freely
transferable funds not later than 10.00 a.m. (Luxembourg time) on the
relevant day to such account with such bank as the Fiscal Agent or, as the case
may be, the Registrar may by notice to the Issuer have specified for the
purpose. If the due date for payment in respect of any Instruments is not, in
respect of such Instruments, a Relevant Financial Centre Day (as defined in
Condition 9B.02 of the terms and conditions of the relevant Instruments) then
payment will be made on the next following Relevant Financial Centre Day (or,
in the case of Instruments denominated or, if different, payable in Euro on the
next following day which is a TARGET Business Day (as defined in Condition 5B.04
of the terms and conditions of the Instruments). The Fiscal Agent or, as the
case may be, the Registrar shall give not less than 14 nor more than 21 days
notice to the Issuer of the due date for, and amount of, each payment in
respect of the Instruments. The Issuer shall, before 10.00 a.m.
(Luxembourg time) at least two Luxembourg Banking Days before the due date of
each payment by it under Clause 6.1, confirm to the Fiscal Agent or, as the
case may be, the Registrar by tested telex or email that it has given
irrevocable instructions for the transfer of the relevant funds to the Fiscal
Agent or, as the case may be, the Registrar and the name and the account of the
bank through which such payment is being made.  6.3The
Fiscal Agent and each Registrar shall be entitled to deal with each amount paid
to it hereunder in the same manner as other amounts paid to it as a banker by
its customers, provided that:  13


(a)it
shall not against the Issuer exercise any lien, right of set-off or similar
claim in respect thereof; and  (b)it
shall not be liable to any person for interest thereon.  6.4All
moneys paid to the Fiscal Agent by the Issuer in respect of any Instrument
shall be held by the Fiscal Agent in a segregated account upon trust for the
persons entitled thereto from the moment when such moneys are received until
the time of actual payment thereof, to apply the same in accordance with Section 7,
and the Fiscal Agent shall not be obliged to repay any such amount unless or
until claims against the Issuer in respect of the relevant Instruments are
prescribed or the relevant payment becomes void or ceases in accordance with
the terms and conditions, in which event it shall forthwith repay to the Issuer
such portion of such amount as relates to such payment by paying the same by
credit transfer to such account with such bank as the Issuer may by notice to
the Fiscal Agent have specified for the purpose.  6.5(a)The
Fiscal Agent or, as the case may be, the Registrar shall forthwith notify the
Paying Agents and the Issuer by telex or fax or cable if, by 10.00 a.m.
(local time) on the due date for any payment to it under Clause 6.1, it has not
received confirmation that the Issuer has given irrevocable instructions for payment
to be made as referred to in Clause 6.2.  (b)The Fiscal Agent or, as
the case may be, the Registrar shall forthwith (and in any event within one
Relevant Financial Centre Day in respect of the relevant Instruments) notify
the Issuer if it has not received from the Issuer in the manner provided herein
full payment on the due date of any amount with respect to the Instruments.  (c)If the Fiscal Agent or,
as the case may be, the Registrar has not received the full amount payable by
the due date but receives such amount later it shall:  (i)forthwith
so notify the other Paying Agents; and  (ii)forthwith
give notice to the holders of the Instruments in accordance with Condition 14
that it has received such full amount.  6.6All
moneys paid to the Registrar by the Issuer in respect of any Instrument shall
be held by the Registrar in a segregated account upon trust for the persons
entitled thereto from the moment when such moneys are received until the time
of actual payment thereof, to apply the same in accordance with Section 8,
and the Registrar shall not be obliged to repay any such amount unless or until
the claims against the Issuer in respect of the relevant Registered Instruments
are prescribed or the relevant payment becomes void or ceases in accordance
with the terms and conditions, in which event it shall forthwith repay to the
Issuer such portion of such amount as relates to such claims in respect of the
relevant Registered Instruments by paying the same by credit transfer to such
account with such bank as the Issuer may by notice to the Registrar have
specified for the purpose.  14


7.PAYMENTS TO HOLDERS OF BEARER
INSTRUMENTS  7.1Each
Paying Agent shall make payments of interest, principal or, as the case may be,
redemption amount in respect of Bearer Instruments in accordance with the terms
and conditions applicable thereto (and, in the case of a Temporary Global
Instrument or a Permanent Global Instrument, the terms thereof), provided that:  (a)if
any Temporary Global Instrument, Permanent Global Instrument, Definitive
Instrument or Coupon is presented or surrendered for payment to any Paying
Agent and such Paying Agent has delivered a replacement therefor or has been
notified that the same has been replaced, such Paying Agent shall forthwith
notify the Fiscal Agent (which shall immediately notify the Issuer) of such
presentation or surrender and shall not make payment against the same until it
is so instructed in writing by the Issuer and has received the amount to be so
paid;  (b)if
any Temporary Global Instrument or Permanent Global Instrument is presented or
surrendered for payment to any Paying Agent other than the Fiscal Agent, such
Paying Agent shall (without prejudice to Clause 7.3) forthwith notify the
Fiscal Agent of that fact;  (c)unless
and until the full amount of any payment has been transferred to the Fiscal
Agent, none of the Paying Agents shall be bound to make payments on behalf of
the Issuer in respect of the Instruments;  (d)in
the absence of contrary notification from the Fiscal Agent on the due date for
any payment in respect of the Instruments of any Series, the Paying Agents
shall assume that the Fiscal Agent has received the full amount so due in
respect of such Instruments and shall be entitled:  (i)to pay
maturing Instruments and Coupons in accordance with the terms and conditions;
and  (ii)to claim
any amounts so paid by it from the Fiscal Agent;  (e)each
Paying Agent shall (in the case of the Temporary Global Instrument or Permanent
Global Instrument, in accordance with the directions of the Fiscal Agent)
cancel or procure the cancellation of each Temporary Global Instrument,
Permanent Global Instrument, Definitive Instrument (in the case of early
redemption, together with such unmatured Coupons or unexchanged Talons as are
attached to or are surrendered with it at the time of such redemption), or, as
the case may be, Coupon against surrender of which it has made full payment and
shall (if such Paying Agent is not the Fiscal Agent) forthwith deliver or
procure the delivery of each Temporary Global Instrument, Permanent Global
Instrument, Definitive Instrument (together with as aforesaid) or Coupon so
cancelled by it to the Fiscal Agent together with all relevant details; and  (f)in
the case of payment of interest, principal or, as the case may be, redemption
amount against presentation of a Temporary Global Instrument or a Permanent
Global Instrument or in the case of payment of an instalment in respect of an
Instalment Instrument against presentation of a Definitive Instrument, the  15


relevant Paying Agent shall (in the case of the
Temporary Global Instrument or Permanent Global Instrument, in accordance with
the directions of the Fiscal Agent) note or procure that there is noted on the
Schedule thereto, or in the absence of a Schedule, on the face thereof, the
amount of such payment and, in the case of payment of principal or redemption
amount, the remaining principal amount of the relevant Instrument (which shall
be the previous principal amount less the amount of principal or, as the case
may be, the principal amount in respect of which redemption amount has then
been paid) and shall procure the signature of such notation on its behalf.  7.2None of
the Paying Agents shall exercise any lien, right of set-off or similar claim
against any person to whom it makes any payment under Clause 7.1 in respect
thereof, nor shall any commission or expense be charged by it to any such
person in respect thereof.  7.3If a
Paying Agent other than the Fiscal Agent makes any payment in accordance with
Clause 7.1:  (a)it
shall notify the Fiscal Agent of the amount so paid by it, the serial number of
the Temporary Global Instrument, Permanent Global Instrument, Definitive
Instrument or Coupon against presentation or surrender of which payment of
interest, principal or redemption amount was made and the number of Coupons by
maturity against which payment of interest was made; and  (b)the Fiscal
Agent shall on demand promptly reimburse such Paying Agent for the amount so
properly paid by it by payment out of the funds received by it under Clause 6.1
of an amount equal to the amount so paid by it by paying the same by credit
transfer to such account with such bank as such Paying Agent may by notice to
the Fiscal Agent have specified for the purpose.  7.4If the
Fiscal Agent makes any payment in accordance with Clause 7.1 out of its own
funds, it shall be entitled to appropriate for its own account out of the funds
received by it under Clause 6.1 an amount equal to the amount so paid by it.  7.5If at
any time and for any reason a Paying Agent makes a partial payment in respect
of any Temporary Global Instrument, Permanent Global Instrument, Definitive
Instrument or Coupon surrendered for payment to it, such Paying Agent shall
endorse thereon a statement indicating the amount and date of such payment.  8.PAYMENTS TO HOLDERS OF REGISTERED
INSTRUMENTS  8.1The
Registrar shall make payments of interest, principal or, as the case may be,
redemption amount in respect of Registered Instruments in accordance with the
terms and conditions applicable thereto, provided that unless and until the
full amount of any payment has been transferred to the Registrar, the Registrar
shall not be bound to make payments on behalf of the Instruments.  8.2The
Registrar shall not exercise any lien, right of set-off or similar claim
against any person to whom it makes any payment under Clause 8.1 in respect
thereof, nor shall any commission or expense be charged by it to any such
person in respect thereof.  16


8.3If a
Registrar makes any payment in accordance with Clause 8.1 out of its own funds,
it shall be entitled to appropriate for its own account out of the funds
received by it under Clause 6.1 an amount equal to the amount so paid by it.  8.4If at
any time and for any reason a Registrar makes a partial payment in respect of
any Registered Instrument surrendered for payment to it, such Registrar shall
endorse thereon a statement indicating the amount and date of such payment.  9.MISCELLANEOUS DUTIES OF THE FISCAL AGENT
AND THE PAYING AGENTS  Cancellation, destruction and records  9.1The
Fiscal Agent shall:  (a)maintain
a complete record of all Temporary Global Instruments, Permanent Global
Instruments, Definitive Instruments and Coupons delivered hereunder and of
their redemption, payment, exchange, cancellation, mutilation, defacement,
alleged destruction, theft or loss or replacement provided that no record need
be maintained of the serial numbers of Coupons save insofar as that a record
shall be maintained of the serial numbers of unmatured Coupons missing at the
time of redemption or other cancellation of the relevant Definitive Instruments
and of any subsequent payments against such Coupons and shall send forthwith to
the other Paying Agents a list of any unmatured Coupons and/or unexchanged
Talons missing upon redemption of the relevant Definitive Instrument;  (b)maintain
a record of all certifications received by it in accordance with the provisions
of any Temporary Global Instrument;  (c)upon
request by the Issuer, inform the Issuer of the spot rate of exchange quoted by
it for the purchase of the currency in which the relevant Instruments are
denominated against payment of United States dollars (or such other currency
specified by the Issuer) on the date on which the Relevant Agreement (as
defined in the Dealership Agreement) in respect of such Instruments was made;  (d)in
relation to each series of Instruments the terms and conditions applicable to
which provide that the rate of interest or redemption amount or any calculation
applicable thereto shall be determined by the Fiscal Agent, determine such rate
of interest or redemption amount or make such calculation from time to time on
the basis therein and take all such actions as may to it seem reasonably
incidental thereto including, without limitation, the notification of all rates
and amounts so determined and the maintenance of all appropriate records; and  (e)make
such records available for inspection at all reasonable times by the Issuer and
the other Paying Agents.  9.2The
Paying Agents shall make available to the Fiscal Agent such information as may
reasonably be required for the maintenance of the records referred to in Clause
9.1.  17


9.3In
relation to any Instruments subscribed by the Issuer or any of its affiliated
companies, the Issuer may deliver to the Fiscal Agent Definitive Instruments
and unmatured Coupons appertaining thereto for cancellation or, as the case may
be, may procure the delivery to the Fiscal Agent of a Temporary Global
Instrument or a Permanent Global Instrument with instructions to cancel a
specified aggregate principal amount of Instruments represented thereby (which
instructions shall be accompanied by evidence satisfactory to the Fiscal Agent
that the Issuer is entitled to give such instructions) whereupon the Fiscal
Agent shall cancel such Definitive Instruments and Coupons or, as the case may
be, note or procure that there is noted on the Schedule to, or in the absence
of a Schedule, on the face of, such Temporary Global Instrument or Permanent
Global Instrument the aggregate principal amount of Instruments so to be
cancelled and the remaining principal amount thereof (which shall be the
previous principal amount thereof less the aggregate principal amount of the
Instruments so cancelled) and shall procure the signature of such notation on
its behalf.  9.4As soon
as possible (and in any event within three months) after each interest or other
payment date in relation to any Series of Bearer Instruments, after each
date on which Instruments are cancelled in accordance with Clause 9.3, and
after each date on which the Instruments fall due for redemption, the Fiscal
Agent shall notify the Issuer and the other Paying Agents (on the basis of the
information available to it) of:  (i)the
aggregate principal amount paid on, and the serial numbers of all Instruments
redeemed, surrendered and cancelled and the serial numbers of any Definitive
Instruments which have not yet been surrendered for payment;  (ii)for
each date for the payment of interest, the total number of Coupons paid and the
aggregate amount paid thereon;  (iii)the
aggregate principal amount and serial numbers of Instruments purchased and
cancelled; and  (iv)the
total number by maturity date of unmatured Coupons missing from Instruments
redeemed or purchased and surrendered and the serial numbers of the Instruments
to which such missing unmatured Coupons appertained.  9.5The
Fiscal Agent shall (unless the Issuer otherwise requests) destroy each
Temporary Global Instrument, Permanent Global Instrument, Definitive Instrument
and Coupon delivered to or cancelled by it in accordance with Clauses 4.11,
4.13, paragraph (d) of Clause 7.1, Clause 9.14, Clause 11.13 or (where
there is no principal amount remaining of such Temporary Global Instrument or
Permanent Global Instrument) delivered to and cancelled by it in accordance
with Clause 9.3, in which case it shall as soon as possible (and in any event
within 3 months of such destruction) furnish the Issuer with a certificate as
to such destruction and specifying the serial numbers of the Temporary Global
Instrument, Permanent Global Instrument, Definitive Instruments in numerical
sequence and the total number by maturity date of Coupons (distinguishing
Talons) so destroyed.  18


Meetings of Holders of Instruments  9.6Each Paying Agent shall, at the request of the holder of any Bearer
Instrument issue voting certificates and block voting instructions in a form
and manner which comply with the provisions of the Fifth Schedule (except that
it shall not be required to issue the same less than forty-eight hours before
the time fixed for any meeting therein provided for) and will perform the other
functions specified in the Fifth Schedule. The provisions contained in the
Fifth Schedule will have full effect in the like manner as if they had been
expressly incorporated herein in full. Each Paying Agent shall keep a full
record of voting certificates and block voting instructions issued by it and
will give to the Issuer not less than twenty-four hours before the time
appointed for any meeting or adjourned meeting full particulars of all voting
certificates and block voting instructions issued by it in respect of such
meeting or adjourned meeting.  Documents and Forms  9.7The Issuer shall provide to the Fiscal Agent for distribution among
the Paying Agents:  (a)specimen Instruments;  (b)sufficient copies of all documents required to be available for
issue or inspection as provided in the Information Memorandum or, in relation
to any Instruments, the terms and conditions or Pricing Supplement in respect
of such Instruments; and  (c)in the event that the provisions of such Condition become relevant
in relation to any Instruments, the certificate contemplated under the
Condition headed Early Redemption for Taxation Reasons.  9.8Each Paying Agent shall make available for examination or use during
normal business hours at its specified office such documents as may be
specified as so available at the specified office of such agent in the Information
Memorandum or, in relation to any Instruments, the terms and conditions or
Pricing Supplement in respect of such Instruments, or as may be required by any
stock exchange on which the Instruments may be listed and, without prejudice to
the generality of the foregoing, the Fiscal Agent and the Paying Agent with its
specified offices in Luxembourg and Zurich respectively, shall make available
for examination or use during normal business hours at its specified office
copies of the Information Memorandum and each Pricing Supplement and all other
documents listed in paragraph 8 of the General Information Section of the
Information Memorandum and, in the event that the provisions of such Condition
become relevant, the certificate contemplated in the Condition headed Early
Redemption for Taxation Reasons.  Notifications  9.9The Fiscal Agent shall make all necessary notifications (including
the submission of documents or reports where required) to and with the Bank of
England and the Ministry of Finance in Japan in connection with Instruments
denominated in Pounds Sterling and Yen respectively and other similar
notifications (including the submission of documents or reports where required)
as may be required in respect of any other Instruments. Within one week after
the end of each calendar month, the Fiscal Agent shall notify the  19


Bank of England of the principal amount of
each Tranche of Instruments denominated in Sterling (i) outstanding as at the end
of the relevant calendar month and (ii) issued and redeemed since the previous
such notification (or since the date of this Fiscal Agency Agreement, as the
case may be). Such notification shall be made even if no such Instruments were
outstanding as at such time or issued or redeemed during such calendar month.
Such notification shall be consistent with the requirements from time to time
of the Bank of England. Within fifteen days after the end of each calendar
month, the Fiscal Agent shall submit a report in Japanese to the Ministry of
Finance in Japan in respect of each Tranche of Instruments denominated in Yen
issued during the relevant calendar month. Such report shall be submitted even
if no such Instruments were issued during such calendar month. Such report
shall be consistent with the requirements from time to time of the Ministry of
Finance of Japan.  9.10The Fiscal Agent agrees with the Issuer that, to the extent that it
is notified by each relevant Dealer that the distribution of the Instruments of
any Tranche is complete it will notify the Issuer and the relevant Dealers of
the completion of distribution of the Instruments of any Tranche which are sold
to or through more than one Dealer as contemplated in Schedule 1 to the
Dealership Agreement.  Notices  9.11Forthwith upon receipt by the Fiscal Agent of any notice or other
communication from or on behalf of the holder of any Instrument in relation to
any Instrument, the Fiscal Agent shall forward a copy of the notice or
communication to the Issuer. Each of the Paying Agents agrees to notify the
Fiscal Agent forthwith in the event that it receives any such notice or
communication.  9.12The Fiscal Agent shall, upon and in accordance with the instructions
of the Issuer but not otherwise promptly arrange for the publication of any
notices required to be given to the holders of Bearer Instruments in accordance
with the terms and conditions of the relevant Instruments or required to comply
with the requirements of any stock exchange on which the relevant Instruments
may be listed and shall supply a copy thereof to each other Paying Agent.  Indemnity  9.13Each of the Paying Agents shall severally indemnify the Issuer and
each of them against any direct loss, liability, cost, claims, action, demand
or expense incurred by the Issuer as a result of or arising out of or in
relation to or in connection with any breach by such Paying Agent, or any
person acting on its behalf, of the terms of this Agreement, or as a result of
its wilful misconduct, negligence or bad faith or that of its agents, officers
or employees. The Issuer and each of them shall remain entitled to the benefit
and each of the Paying Agents shall be subject to the provisions of this Clause
9.13 notwithstanding the provisions of Clause 14.5.  Exchange of Bearer Instruments for Registered
Instruments  9.14In relation to any Series comprising Bearer and Registered
Instruments, the Fiscal Agent shall receive requests to effect exchanges of
Bearer Instruments for Registered  20


Instruments together with the relevant
Bearer Instruments, inform the Registrar (specifying (i) the aggregate
principal amount of such Bearer Instruments, (ii) the name(s) and address(es)
to be entered on the Register as the holder(s) of the Registered Instrument(s) and
(iii) the denomination(s) of the Registered Instrument(s)) and assist in the
issue of the Registered Instrument(s) in accordance with the terms and
conditions applicable thereto and in accordance with the Regulations. The
Fiscal Agent shall, on the exchange date (as defined in Condition 2.06)
applicable to such exchange of Bearer Instruments for Registered Instruments,
cancel such Bearer Instruments.  10.EARLY REDEMPTION  10.1If the Issuer intends (other than consequent upon an Event of
Default) to redeem all or any of the Instruments prior to their stated maturity
date it shall not less than 15 days prior to the latest date for the
publication of the notice of redemption required to be given to the holders of
any Instruments, give notice of such intention to the Fiscal Agent or, in the
case of Registered Instruments, the Registrar (copied to the Fiscal Agent)
stating the date on which such Instruments are to be redeemed.  10.2In respect of any Instruments to which Condition 6.06 applies or
which carries any other right of redemption at the option of the holders of
such Instruments, the Issuer will provide the Paying Agents or, in the case of
Registered Instruments, the Registrar with copies of the form of the current
redemption notice and the Paying Agents or, as the case may be, the Registrar
will make available forms of the current redemption notice to holders of
Instruments upon request during usual business hours at their respective
specified offices. Upon receipt of any Instrument deposited in the exercise of
such option, the Paying Agent or, in the case of Registered Instruments, the
Registrar with which such Instrument is deposited shall hold such Instrument
(together with, in the case of a Definitive Instrument, any Coupons relating to
it deposited with it) on behalf of the depositing holder of such Instrument
(but shall not, save as provided below, release it) until the due date for
redemption of the relevant Instrument consequent upon the exercise of such
option, when, subject as provided below, it shall present such Instrument (and
any such Coupons) to itself for payment in accordance with the terms and
conditions of the relevant Instruments and shall pay such moneys in accordance
with the directions of the holder of the Instrument contained in the relevant
redemption notice. If, prior to such due date for its redemption, such
Instrument becomes immediately due and payable by reason of an Event of Default
or if upon due presentation payment of such redemption moneys is improperly
withheld or refused, the Paying Agent concerned or, as the case may be, the
Registrar shall without prejudice to the exercise of such option mail such
Instrument (together with any such Coupons) by uninsured post to, and at the risk
of, the holder of the relevant Instrument at such address as may have been
given by such holder in the relevant redemption notice.  10.3At the end of any applicable period for the exercise of such option
or, as the case may be, not later than 7 days after the latest date for the
exercise of such option in relation to a particular date, in relation to Bearer
Instruments each Paying Agent shall promptly notify the Fiscal Agent of the
principal amount of the Instruments in respect of which such option has been
exercised with it together with their serial numbers and the Fiscal Agent shall
promptly notify such details to the Issuer.  21


10.4At the end of any applicable period for the exercise of such option or,
as the case may be, not later than 7 days after the latest date for the
exercise of such option in relation to a particular date, in relation to
Registered Instruments, the Registrar shall promptly notify the Issuer of the
principal amount of the Instruments in respect of which such option has been
exercised together with their serial numbers.  11.MISCELLANEOUS DUTIES OF THE REGISTRARS  Cancellation and Records  11.1Each Registrar shall maintain in relation to each Series of
Registered Instruments in relation to which it is appointed as registrar a
register (each a Register),
which shall be kept in accordance with the terms and conditions applicable to
such Series of Registered Instruments and the Regulations. Each Register shall
show the aggregate principal amount and date of issue of each Tranche
comprising the relevant Series of Registered Instruments, the names and
addresses of the initial holders thereof and the dates of all transfers to, and
the names and addresses of, all subsequent holders thereof. The Registrar shall
further, in relation to each Series of Registered Instruments the terms and
conditions applicable to which provide that the rate of interest or redemption
amount or any calculation applicable thereto shall be determined by such Registrar,
determine such rate of interest or redemption amount or make such calculation
from time to time on the basis therein provided and take all such action as may
to it seem reasonably incidental thereto including, without limitation, the
notification of all rates and amounts so determined and the maintenance of all
appropriate records. The Registrar shall make each Register and all such
records available for inspection at all reasonable times by the Issuer.  11.2The Registrar shall by the issue of new Registered Instruments, the
cancellation of old Registered Instruments and the making of entries in the
relevant Register give effect to transfers of Registered Instruments in
accordance with the terms and conditions applicable thereto and in accordance with
the Regulations.  11.3In relation to any Instruments purchased by the Issuer or any of its
affiliated companies, the Issuer may from time to time deliver to the Registrar
such Registered Instruments of which it is the holder for cancellation,
whereupon such Registrar shall cancel the same and shall make the corresponding
entries in the relevant Register.  11.4As soon as possible (and in any event within three months) after
each date on which Registered Instruments are cancelled in accordance with Clause
11.3 or fall due for redemption, the Registrar shall notify the Issuer of:  (i)the aggregate principal amount paid on, and the serial numbers of
all Registered Instruments redeemed, surrendered and cancelled and the serial
numbers of any Registered Instruments (and the names and addresses of the
holders thereof) which have not yet been surrendered for payment; and  (ii)the aggregate principal amount and serial numbers of Registered
Instruments purchased and cancelled.  22


11.5The Issuer shall ensure that each Registrar has available to it
supplies of such Registered Instruments as shall be necessary in connection
with the transfer of Registered Instruments under this Section 11.  11.6The Registrar shall, upon and in accordance with the instructions of
the Issuer but not otherwise, promptly arrange for the despatch of any notices
required to be given to the holders of Registered Instruments in accordance
with the terms and conditions of the relevant Instruments or required to comply
with the requirements of any stock exchange on which the relevant Instruments
may be listed.  Meetings of Holders of Instruments  11.7The Registrar shall, at the request of the holder of any Registered
Instrument, issue voting certificates and block voting instructions in a form
and manner which comply with the provisions of the Fifth Schedule (except that
it shall not be required to issue the same less than forty-eight hours before
the time fixed for any meeting therein provided for) and shall make available
at the request of the holder of any Registered Instrument, forms of proxy in a
form and manner which comply with the provisions of the Fifth Schedule and will
comply with the other functions specified in the Fifth Schedule. The provisions
contained in the Fifth Schedule will have full effect in the like manner as if
they had been expressly incorporated herein in full. The Registrar shall keep a
full record of voting certificates and block voting instructions issued by it and
will give to the Issuer not less than twenty-four hours before the time
appointed for any meeting or adjourned meeting, full particulars of all voting
certificates and block voting instructions issued by it in respect of such
meeting or adjourned meeting.  Documents and Forms  11.8The Issuer shall provide to the Registrar:  (a)specimen Instruments;  (b)sufficient copies of all documents required to be available for
issue or inspection as provided in the Information Memorandum or, in relation
to any Instruments, the terms and conditions or Pricing Supplement in respect
of such Instruments; and  (c)in the event that the provisions of such Condition become relevant
in relation to any Instruments, the certificate contemplated under the
Condition Early Redemption for Taxation Reasons.  11.9The Registrar shall make available for examination or use during
normal business hours at its specified office such documents as may be
specified as so available at the specified office of such agent in the
Information Memorandum or, in relation to any Instruments, the terms and
conditions or Pricing Supplement in respect of such Instruments or as may be
required by any stock exchange on which the Instruments may be listed and,
without prejudice to the generality of the foregoing, shall make available for
examination or use during normal business hours at its specified office copies
of the Information Memorandum and each Pricing Supplement and all other
documents listed in paragraph 8 of the General Information Section of the
Information Memorandum and, in the event  23


that the provisions of such Condition
become relevant, the certificate contemplated in the Condition headed Early
Redemption for Taxation Reasons.  Provision of Information  11.10The
Registrar shall provide the Fiscal Agent with all such information as the
Fiscal Agent may reasonably require in order to perform the obligations set out
in Clause 9.9 hereof.  Indemnity  11.11The
Registrar shall severally indemnify the Issuer and each of them against any
direct loss, liability, cost, claims, action, demand or expense incurred by
such Issuer as a result of or arising out of or in relation to or in connection
with any breach by the Registrar, or any person acting on its behalf, of the
terms of this Agreement, or as a result of its wilful misconduct, negligence or
bad faith or that of its agents, officers or employees. The Issuer and each of
them shall remain entitled to the benefit and the Registrar shall be subject to
the provisions of this Clause 11.11 notwithstanding the provisions of Clause
14.5.  11.12Forthwith
upon receipt by the Registrar of any notice or other communication from or on
behalf of the holder of any Instrument in relation to any Instrument, the
Registrar shall forward a copy of the notice or communication to the Issuer.  Exchanges of Bearer Instruments for Registered
Instruments  11.13In
relation to any Series comprising Bearer and Registered Instruments, by the
receipt of requests for exchanges of Bearer Instruments for Registered
Instruments together with the relevant Bearer Instruments (or notifications
from the Fiscal Agent of receipt thereof by the Fiscal Agent), the issue of
Registered Instruments and the making of entries in the Register, give effect
to exchanges of Bearer Instruments for Registered Instruments in accordance
with the terms and conditions applicable thereto and in accordance with the
Regulations.  The Registrar shall forthwith upon the
receipt of a request for the exchange of Bearer Instruments for Registered
Instruments notify the Fiscal Agent thereof (specifying (i) the serial numbers
of the Bearer Instruments, (ii) the aggregate principal amount of Instruments
involved, and (iii) the exchange date (as defined in Condition 2.06) applicable
thereto) and shall on the exchange date cancel the relevant Bearer Instruments
and forward the same to the Fiscal Agent. The Registrar shall notify the Issuer
promptly of the exchange of Bearer Instruments for Registered Instruments, specifying
the serial numbers of the Bearer Instruments and of the Registered Instruments
issued in exchange therefor, the aggregate principal amount involved and the
applicable exchange date.  12.COMMISSIONS, FEES AND EXPENSES  12.1The Fiscal Agent and the Issuer shall separately agree from time to
time as to the amount of any commissions, fees and expense reimbursements to
which the Fiscal Agent, the Paying Agents and the Registrars will be entitled
hereunder, and any and all such agreements shall be binding on all of the
parties hereto.  24


12.2The Issuer shall pay all stamp and other similar taxes and duties,
if any, which may be payable on the execution of this Agreement, on the
creation and issue of the Instruments issued by it and the related Coupons and
the delivery of the Instruments pursuant to the Dealership Agreement.  13.TERMS OF APPOINTMENT  13.1Each of the Paying Agents and the Registrars may, in connection with
its services hereunder:  (a)(in the case of Bearer Instruments) except as ordered by a court of
competent jurisdiction or as required by law and notwithstanding any notice to
the contrary or any writing thereon, treat the bearer of any Instrument as the
absolute owner thereof and make payments thereon accordingly;  (b)refer any question relating to the ownership of any Instrument or
Coupon or, without prejudice to Clause 5.25.2(ii), the adequacy or sufficiency
of any evidence supplied in connection with the replacement of any Instrument
or Coupon to the Issuer for determination by the Issuer and rely upon any
determination so made; and  (c)after approval by the Issuer such approval not to be unreasonably
withheld, engage and pay for the advice or services of any leading firm of
lawyers, or other leading experts, with recognised expertise in the relevant
field whose advice or services may to it seem necessary and rely upon any
advice so obtained. Any request for the Issuers approval of any such firm or
expert must be answered by the Issuer within a reasonable time following such
request, failing which such approval shall be assumed to have been given.  13.2None of the Paying Agents or the Registrars shall have any
obligations towards or relationship of agency or trust for or with any person
other than the Issuer (except as provided in Clauses 6.4 and 6.6 hereof) and
shall be responsible only for performance of the duties and obligations
expressly imposed upon them herein.  13.3Each Paying Agent and Registrar and their officers, directors and
employees may become the holder of, or acquire any interest in, any Instruments
or Coupons with the same rights that it or they would have if it were not such
agent or agents hereunder, and may engage or be interested in any transaction
with the Issuer and may act on, or as depositary, trustee or agent for, any
committee or body of holders of Instruments or Coupons or other obligations of
the Issuer as freely as if it were not such agent or agents hereunder.  13.4The Issuer shall indemnify each Paying Agent and each Registrar
against any direct loss, liability, claim, action, demand, reasonable cost or
expense which it may properly incur or which may be made against it arising out
of or in connection with its appointment or the exercise of its powers and
performance of its duties hereunder in respect of Instruments issued by the
Issuer, except such as may result from its wilful misconduct, negligence or bad
faith or that of its agents, officers or employees. The foregoing  25


indemnity shall not apply to any expenses
of any Paying Agent or Registrar provided for pursuant to Clause 12.1.  14.CHANGES IN AGENTS  14.1Any Paying Agent or Registrar may resign its appointment as the
agent of the Issuer in relation to the Instruments 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 may be, the Registrar to the Issuer (with a
copy, if necessary, to the Fiscal Agent) provided that:  (a)any such notice which would otherwise expire within fifteen days
before or after the maturity date of any Series of Instruments or any interest
or other payment date in relation to any Series of Instruments shall be deemed,
in relation to such Series only, to expire on the fifteenth day following such
maturity date or, as the case may be, such interest or other payment date; and  (b)in the case of (i) the Fiscal Agent, (ii) the only remaining Paying
Agent or Registrar with its specified office in continental Europe (but outside
the United Kingdom), (iii) so long as any Instruments are listed on the SIX
and/or any other stock exchange, the Paying Agent or the Registrar with its
specified office in Zurich and Luxembourg respectively, and/or in such other
place as may be required by such other stock exchange, (iv) the Registrar in
respect of any Series of Instruments then outstanding, (v) in the circumstances
described in Condition 9A.04, the Paying Agent with its specified office in New
York City, or (vi) a Paying Agent in a member state of the European Union that
will not be obliged to withhold or deduct tax pursuant to the European Council
Directive 2003/48/EC (the Directive)
on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, this Directive;  such resignation shall not be effective
until a successor thereto (which in the case of the Fiscal Agent and the
Registrar shall be a bank or trust company of good standing and authorised to
exercise corporate trust powers) has been appointed by the relevant Issuer as
the agent of such Issuer in relation to the Instruments of such Issuer and
notice of such appointment has been given in accordance with the terms and
conditions, provided that such successor, in the case of (ii), shall have its
specified office in continental Europe (but outside the United Kingdom and, in
the case of (iii), shall which must be a bank or a securities dealer that is
subject to supervision by the Swiss Federal Banking Commission and have its
specified office in Switzerland and/or in such other place as may be required
by SIX.  14.2The Issuer may revoke its appointment of any Paying Agent or
Registrar as its agent in relation to the Instruments by not less than thirty
days notice to that effect to such Paying Agent or, as the case may be, such
Registrar provided, however, that, in the case of  (i) the Fiscal Agent, (ii) the only remaining Paying
Agent or Registrar with its specified office in continental Europe (but outside
the United Kingdom), (iii) so long as any  26


Instruments are listed on the SIX and/or any other
stock exchange, the Paying Agent or Registrar with its specified office in
Switzerland and/or in such other place as may be required by such other stock
exchange, (iv) the Registrar in respect of any Series of Instruments then
outstanding or (v) in the circumstances described in Condition 9A.04, the
Paying Agent with its specified office in New York City, or (vi) a Paying Agent
in a member state of the European Union that will not be obliged to withhold or
deduct tax pursuant to the Directive on the taxation of savings income or any
law implementing or complying with, or introduced in order to conform to this Directive;  such revocation shall not be effective until a
successor thereto (which in the case of the Fiscal Agent and the Registrar
shall be a bank or trust company of good standing and authorised to exercise
corporate trust powers) has been appointed by the Issuer as the agent of the
Issuer in relation to the Instruments of the Issuer and notice of such
appointment has been given in accordance with the terms and conditions,
provided that such successor, in the case of (ii), shall have its specified
office in continental Europe (but outside the United Kingdom) and, in the case
of (iii), which must be a bank or a securities dealer that is subject to
supervision by the Swiss Federal Banking commission and have its specified
office in Switzerland and/or in such other place as may be required by SIX.  14.3The appointment of any Paying Agent or Registrar as the agent of the
Issuer in relation to the Instruments shall terminate forthwith if any of the
following events or circumstances shall occur or arise, namely: such Paying
Agent or, as the case may be, Registrar becomes incapable of acting; such
Paying Agent or, as the case may be, Registrar is adjudged bankrupt or
insolvent; such Paying Agent or, as the case may be, Registrar files a
voluntary petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver, administrator or other
similar official of all or any substantial part of its property or admits in
writing its inability to pay or meet its debts as they mature or suspends
payment thereof; a resolution is passed or an order is made for the winding-up
or dissolution of such Paying Agent or, as the case may be, Registrar; a
receiver, administrator or other similar official of such Paying Agent or, as
the case may be, Registrar or of all or any substantial part of its property is
appointed; an order of any court is entered approving any petition filed by or
against such Paying Agent or, as the case may be, Registrar under the
provisions of any applicable bankruptcy or insolvency law; or any public
officer takes charge or control of such Paying Agent or, as the case may be,
Registrar or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation.  14.4The Issuer may (and shall where necessary to comply with the terms
and conditions applicable to any Instruments) appoint substitute or additional
agents in relation to the Instruments and shall forthwith notify the other
parties hereto thereof, whereupon the parties hereto and such substitute or
additional agents shall thereafter have the same rights and obligations among
them as would have been the case had they then entered into an agreement in the
form mutatis mutandis of this Agreement.  14.5Upon any resignation or revocation becoming effective under this Section
14, the relevant Paying Agent or, as the case may be, Registrar shall:  27


(a)be released and discharged from its obligations under this Agreement
(save that it shall remain entitled to the benefit of and subject to and bound
by the provisions of Clause 9.13, 11.11, Clause 12.2, Clause 13 and this Clause
14);  (b)repay to the Issuer such part of any fee paid to it as referred to
in Clause 12.1 as may be agreed between the relevant Paying Agent or, as the
case may be, the Registrar and the Issuer;  (c)in the case of the Fiscal Agent, deliver to the Issuer and to  the successor Fiscal Agent a copy, certified
as true and up-to-date by an officer of the Fiscal Agent, of the records
maintained by it in accordance with Clause 9;  (d)in the case of a Registrar, deliver to the Issuer and to the
successor Registrar a copy, certified as true and up-to-date by an officer of
such Registrar, of each of the Registers and other records maintained by it in
accordance with Clause 11; and  (e)forthwith transfer all moneys and papers (including any unissued
Temporary Global Instruments, Permanent Global Instruments, Definitive
Instruments, Coupons or, as the case may be, Registered Instruments held by it
hereunder) to its successor in that capacity and, upon appropriate notice,
provide reasonable assistance to such successor for the discharge by it of its
duties and responsibilities hereunder.  14.6Any corporation into which any Paying Agent or Registrar may be
merged or converted, any corporation with which any Paying Agent or Registrar
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which any Paying Agent or Registrar shall be a party,
shall, to the extent permitted by applicable law (and provided, (i) in the case
of the Fiscal Agent or any Registrar that such corporation shall be a bank or
trust company of good standing and authorised to execute corporate trust powers
(ii) in regard to the Paying Agent with a specified office in Switzerland the
resulting corporation shall be a bank or a securities dealer that is subject to
supervision by the Swiss Federal Banking Commission), be the successor to such
Paying Agent or, as the case may be, Registrar as agent of the Issuer in
relation to the Instruments without any further formality, whereupon the
parties hereto and such successor agent shall thereafter have the same rights
and obligations among them as would have been the case had they then entered
into an agreement in the form mutatis mutandis
of this Agreement. Notice of any such merger, conversion or consolidation shall
forthwith be given by such successor to the Issuer and the other parties
hereto.  14.7If any Paying Agent or Registrar decides to change its specified
office (which may only be effected within the same city) it shall give notice
to the Issuer (with a copy, if necessary, to the Fiscal Agent) of the address
of the new specified office stating the date on which such change is to take
effect, which date shall be not less than thirty days after the date of such
notice. The relevant Paying Agent or Registrar shall at its own expense not
less than fourteen days prior to the date on which such change is to take
effect (unless the appointment of the relevant Paying Agent or Registrar is to
terminate pursuant to any of the foregoing provisions of this Section 14 on or
prior to the date of  28


such change)
publish or cause to be published notice thereof in accordance with the terms
and conditions.  15.SUBSTITUTION  15.1As
provided in Condition 15 of the terms and conditions of the relevant
Instruments, the Issuer may be replaced, and ABB Ltd or any direct or indirect
subsidiary of ABB Ltd may be substituted for the Issuer, as principal debtor in
respect of the Instruments without the consent of the Holders of the
Instruments or Coupons. If the Issuer shall determine that ABB Ltd or any such subsidiary
shall become the principal debtor (in such capacity, the Substituted
Debtor), the Issuer shall give not less than 30 nor more than 45
days notice, in accordance with Condition 14, to the Holders of the
Instruments of such event and, immediately on the expiry of such notice, the
Substituted Debtor shall enter into a Deed of Assumption, substantially in the
form set out in the Sixth Schedule hereto, and become the principal debtor in
respect of the Instruments in place of the Issuer and the Holders of the
Instruments shall thereupon cease to have any rights or claims whatsoever
against the Issuer. However, no such substitution shall take effect (i) if
the Substituted Debtor is any other subsidiary of ABB Ltd, until such
Substituted Debtor shall have entered into a keep-well agreement with ABB Ltd
substantially in the form of the Keep-Well Agreement (as defined in the terms
and conditions of the relevant Instruments), (ii) until such Substituted
Debtor shall have executed a deed of covenant substantially in the form of the
Deed of Covenant (as defined in the terms and conditions of the relevant
Instruments), (iii) in any case, until the Substituted Debtor shall have
provided to the Fiscal Agent and (if applicable) the Registrar such documents
as may be necessary to make the Deed of Assumption, the relevant Instruments,
the Fiscal Agency Agreement, such deed of covenant and any such keep-well
agreement the legal, valid and binding obligations of, as appropriate, the
Substituted Debtor and ABB Ltd together with legal opinions either unqualified
or subject only to normal, usual or appropriate qualifications and assumptions
to the effect that the Instruments, the Fiscal Agency Agreement, the Deed of
Assumption, such deed of covenant and any such keep-well agreement are legal,
valid and binding obligations of, as appropriate, the Substituted Debtor and
ABB Ltd; (iv) the Substituted Debtor shall have obtained all necessary
governmental and regulatory approvals and consents, if any, in connection with
the substitution and (v) the Substituted Debtor shall have appointed the
process agent appointed by the Issuer in Condition 19.03 of the terms and
conditions of the relevant Instruments as its agent in England to receive
service of process on its behalf in relation to any legal action or proceedings
arising out of or in connection with the relevant Instruments. Upon any such
substitution, the Instruments and Coupons will, if necessary, be deemed to be
modified in all appropriate respects.  15.2The terms
and conditions of the relevant Instruments shall, following any substitution
effected in accordance with this Clause, apply to the Substituted Debtor,
amended as set out in the Schedule to the Deed of Assumption.  16.FURTHER ISSUERS  16.1Each of
the Paying Agents and Registrars hereby agrees to act as the agent (in the
capacity in which it was appointed hereunder) of (i) any Substituted
Debtor as defined in (and where such substitution shall have taken effect as
provided in) Condition 15 of the  29


terms
  and conditions of the relevant Instruments or (ii) any New Issuer (as
  that expression is defined in Clause 10.2 of the Dealership Agreement) which
  shall have become party to the Dealership Agreement and which shall have (a) executed
  an agreement, in form and substance satisfactory to the Fiscal Agent, whereby
  such New Issuer agrees to be bound by the provisions of this Agreement and (b) provided
  to the Fiscal Agent such documents as may be necessary to make this Agreement
  its legal, valid and binding obligations (any such Substituted Debtor or New
  Issuer as described in (i) or (ii) above is herein referred to as a
  Further Issuer).16.2
  Each
  of the Paying Agents and the Registrars hereby agrees that any Issuer in its
  capacity as such, shall be released from its obligations, undertakings and
  covenants under this Agreement upon such Issuer ceasing to be an Issuer
  pursuant to and in accordance with Clause 10.1 of the Dealership Agreement
  provided always that such release shall not affect any rights, liabilities or
  obligations accrued or incurred under this Agreement prior to the date upon
  which such release takes effect.17.
  NOTICESAll
  communications hereunder shall be in writing and shall be delivered to or
  telexed to or sent by facsimile (confirmed by letter sent by express airmail)
  to the following addresses:  (a)
  if to ACBV, to it at:Address:
  Burgemeester
  Haspelslaan 65, 5/FNL-1181
  AmsterdamThe
  NetherlandsFax:
  +31
  20 4459844Attention:
  Business
  Administrationwith
  a copy to:Address
  ABB
  Group Treasury OperationsAffolternstrasse
  44CH-8050
  ZurichSwitzerlandFax:
  +41
  43 317 7474Attention:
  Business
  Operations  30


(b)
  if to the Fiscal Agent at:Address:
  Fortis
  Banque Luxembourg S.A.50,
  Avenue J.F. KennedyL
  2951 LuxembourgTelex:
  3401
  BGL luFax:
  +352
  4242 2887Email:
  LAA@fortis.lu
  and AGAD@fortis.luAttention:
  Global
  Markets, Listing & Agency  (or
  in the case of a Fiscal Agent not originally a party hereto, specified by
  notice to the other parties hereto at or about the time of its appointment as
  the agent of the Issuer in relation to the Instruments).  (c)
  if to the Swiss Paying Agent at:Address:
  Fortis
  Banque (Suisse) S.A.20, Bd. des
  PhilosophesCH-1211
  Genève 4SwitzerlandSWIFT:
  MPCHCHGGFax:
  +41 (0) 58
  322 0457  All
  communications relating to this Agreement between the Issuer and any of the
  Paying Agents or between the Paying Agents themselves shall be made through
  the Fiscal Agent;(d)
  if to a
  Registrar to it at the address, fax or telex number specified against its
  name in the Eighth Schedule (or, in the case of a Registrar not originally a
  party hereto, specified by notice to the other parties hereto at or about the
  time of its appointment as the agent of the Issuer in relation to the
  Instruments) for the attention of the person or department therein specified
  (or as aforesaid)  or, in
any case, to such other address, telex number or fax number or for the
attention of such other person or department as the addressee has by prior
notice to the sender specified for the purpose.  Any
notice sent by letter shall take effect at the time of delivery and any notice
sent by telex shall take effect at the time of despatch provided that the
correct answerback is received and any notice sent by facsimile transmission
shall take effect upon receipt thereof. Where a notice is copied to another address
such notice shall take effect at the time when the first of the notice or the
copy takes effect.  18.LAW AND JURISDICTION  18.1This
Agreement and all non-contractual obligations arising out of or in connection
with this Agreement are governed by English law.  31


18.2The Issuer
hereby agrees for the exclusive benefit of each of the Paying Agents and the
Registrars that the courts of England are to have jurisdiction to settle any
disputes which may arise out of or in connection with this Agreement and any
non-contractual obligation arising out of or in connection with this Agreement
and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in connection with this
Agreement may be brought in such courts. Nothing contained in this Clause shall
limit any right to take Proceedings against the Issuer in any other court of
competent jurisdiction, nor shall the taking of Proceedings in one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction,
whether concurrently or not.  18.3The Issuer
hereby appoints ABB Limited of Daresbury Park, Daresbury, Warrington WA4 4BT,
Cheshire to accept service of any Proceedings on its behalf in England. If for
any reason such process agent ceases to act as such or no longer has an address
in England, the Issuer agrees to appoint a substitute process agent and notify
the Fiscal Agent of such appointment and if the Issuer fails to make any such
appointment within twenty-one days, the Fiscal Agent shall be entitled to
appoint such a person by notice to the Issuer.  18.4Nothing
contained herein shall affect the right to serve process in any other manner
permitted by law.  19.MODIFICATION  This
Agreement may be amended by the Issuer and the Fiscal Agent, without the
consent of the other Paying Agents or the Registrars or the Holder of any
Instrument or Coupon, for the purposes of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein, or in any
manner which the Issuer and the Fiscal Agent may deem necessary or desirable
and which shall not be inconsistent with the Instruments or Coupons and which
will not, in the opinion of the Issuer and the Fiscal Agent, be materially
prejudicial to the interests of the Holders of the Instruments, the Coupons or
the Paying Agents or the Registrars.  20.COUNTERPARTS  This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when so executed shall constitute
one and the same binding agreement between the parties.  21.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
1999  A
person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement.  AS
WITNESS the hands of the duly authorised
representatives of the parties hereto the day and year first before written.  32


THE FIRST SCHEDULE  FORM OF TEMPORARY GLOBAL INSTRUMENT (BEARER)  Series Number:
  [     ]
  
  Serial
  Number: [     ]  THE
SECURITIES REPRESENTED BY THIS TEMPORARY GLOBAL INSTRUMENT HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  [ANY
UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.](1)  ABB CAPITAL B.V. (incorporated with limited liability in The Netherlands and
having its corporate seat in Amsterdam)  
 (1)Insert only where the maturity of the Instruments is more than one
year.  33


TEMPORARY GLOBAL INSTRUMENT representing [Aggregate principal amount of Tranche] [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 the terms and
conditions [attached hereto/set out in the information memorandum prepared by
the Issuer and dated 17 December 2008 and the pricing supplement
prepared in relation to the Instruments (the Pricing Supplement)] to pay to
the bearer upon presentation and, if appropriate, surrender hereof on [maturity date] [by [   ] [equal] successive
[semi-annual/quarterly/other] instalments on the dates specified in the Pricing
Supplement](2) or on such earlier date as the same may become payable in
accordance therewith the principal amount of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Temporary Global Instrument or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on the
principal amount hereof from time to time at the rate or rates specified
therein], all subject to and in accordance with such terms and conditions.  Except
as specified herein, the bearer of this Temporary Global Instrument is entitled
to the benefit of the terms and conditions referred to above and of the same
obligations on the part of the Issuer as if such bearer were the bearer of the
Instruments represented hereby except that the bearer of this Temporary Global
Instrument shall not be entitled to receive payment of [the principal of or]
interest on the Instruments except to the extent that, upon due presentation
and surrender of this Temporary Global Instrument for exchange, delivery of the
Permanent Global Instrument, or as the case may be Definitive Instruments or
Registered Instruments is improperly withheld or refused, and all payments
under and to the bearer of this Temporary Global Instrument shall be valid and
effective to satisfy and discharge the corresponding liabilities of the Issuer
in respect of the Instruments.  This
Temporary Global Instrument is exchangeable in whole or in part for a permanent
global instrument (the Permanent Global
Instrument) representing the Instruments and in substantially the
form (subject to completion) set out in the Second Schedule to a fiscal agency
agreement dated 17 December 2008 (as further supplemented, amended or
replaced, the Fiscal Agency Agreement) and made between the Issuer Fortis
Banque Luxembourg S.A. in its capacity as fiscal agent (the Fiscal Agent, which expression shall
include any successor to Fortis Banque Luxembourg S.A. in its capacity as
such), Fortis Banque Luxembourg S.A. as principal registrar and certain other
financial institutions named therein or, if so specified in the  
 (2)Insert only where Instruments are
Instalment Instruments.  34


Pricing
Supplement, for definitive instruments (Definitive
Instruments) in substantially the form (subject to completion) set
out in the Third Schedule to the Fiscal Agency Agreement [or for registered
instruments (Registered Instruments)
in substantially the form (subject to completion) set out in the Fourth
Schedule to the Fiscal Agency Agreement]. An exchange for a Permanent Global
Instrument or Definitive Instruments will be made only on or after the date
(the Exchange Date) which is 40
days after the later of the date of issue of this Temporary Global Instrument
and the completion (as notified to the Fiscal Agent by the Issuer) of the
distribution of the Instruments represented by this Temporary Global Instrument
and upon presentation or, as the case may be, surrender of this Temporary
Global Instrument to the Fiscal Agent at its specified office in relation to
the Instruments and upon and to the extent only of delivery to the Fiscal Agent
of a certificate or certificates issued by Euroclear Bank, S.A./N.V., (Euroclear) or Clearstream, société
anonyme, Luxembourg (Clearstream Luxembourg),
or by any other relevant clearing system dated as of the day the Temporary Global
Instrument is exchanged for a Permanent Global Instrument or Definitive
Instrument in substantially the form set out in Annex I hereto or, as the case
may be, in the form that is customarily issued in such circumstances by such
other clearing system. [An exchange for Registered Instruments will be made at
any time upon presentation or, as the case may be, surrender of this Temporary
Global Instrument to the Fiscal Agent at its specified office.](3)  [Any
Registered Instruments shall be made available in exchange in accordance with
the terms and conditions applicable to the Instruments represented hereby and
the Fiscal Agency Agreement (which shall apply as if the bearer of this
Temporary Global Instrument were the bearer of the Instruments represented
hereby).](4)  Payments of interest in respect of the Temporary Global
Instrument will be made only upon presentation of the Temporary Global
Instrument to the Fiscal Agent at its specified office in relation to the
Instruments and upon and to the extent only of delivery to the Fiscal Agent of
a certificate or certificates issued by Euroclear or Clearstream, Luxembourg or
by any other relevant clearing system dated as of the day on which the interest
payment is made in substantially the form set out in Annex II hereto or, as the
case may be, in the form that is customarily issued in such circumstances by
such other clearing system.  In the
event that (i) this Temporary Global Instrument is not duly exchanged,
whether in whole or in part, for a Permanent Global Instrument or, as the case
may be, Definitive Instruments [or Registered Instruments](5) by 6.00 p.m.
(London time) on the thirtieth day after the time at which the preconditions to
such exchange are first satisfied or (ii) any Instrument represented hereby
becomes immediately redeemable following the occurrence of an Event of Default
in relation thereto and is not duly redeemed (and the funds required for such
redemption are not available to the Fiscal Agent for the purposes of effecting
such redemption and remain available for such purpose) by 6.00 p.m.
(London time) on the thirtieth day after the time at which such Instruments
become immediately redeemable, then this Temporary Global Instrument will
become void and the bearer will have no further rights hereunder (but without
prejudice to the rights which such bearer or any other person having an
interest in this Temporary Global  
 (3)
  
  Insert
  only in the case of a Series comprising both Bearer and Registered
  Instruments if the relevant Pricing Supplement specifies that Bearer
  Instruments are exchangeable for Registered Instruments.(4)
  
  Insert
  only in the case of a Series comprising both Bearer and Registered
  Instruments if the relevant Pricing Supplement specifies that Bearer
  Instruments are exchangeable for Registered Instruments.(5)
  
  Insert
  only where the maturity of the Instruments is more than one year.  35


Instrument
immediately prior to it becoming void may have under a deed of covenant dated
17 December 2008 and executed by the Issuer in respect of the
Instruments).  [On any
occasion on which a payment of interest is made in respect of this Temporary
Global Instrument, the Issuer shall procure that the Paying Agent to which such
Temporary Global Instrument is presented notes the same on the Schedule
hereto.]  On any
occasion on which a payment of principal or redemption amount is made in
respect of this Temporary Global Instrument or on which this Temporary Global
Instrument is exchanged in whole or in part as aforesaid or on which
Instruments represented by this Temporary Global Instrument are to be
cancelled, the Issuer shall cause the Paying Agent to which such Temporary
Global Instrument is presented to procure that (i) the aggregate principal
amount of the Instruments in respect of which such payment is made (or, in the
case of a partial payment, the corresponding part thereof) or which are
delivered in definitive [or registered] form or which are exchanged for a
permanent global instrument or which are to be cancelled and (ii) the
remaining principal amount of this Temporary Global Instrument (which shall be
the previous principal amount hereof less the amount referred to at (i) above)
are noted on the Schedule hereto, whereupon the principal amount of this
Temporary Global Instrument shall for all purposes be as most recently so
noted.  Payments
due in respect of Instruments for the time being represented by this Temporary
Global Instrument shall be made to the bearer of this Temporary Global
Instrument and each payment so made will discharge the Issuers obligations in
respect thereof. Any failure to note such payments, as provided above, shall
not affect such discharge.  The
holders of interests in Instruments listed on SIX do not have the right to
request the printing and delivery of definitive instruments. If the Fiscal
Agent deems (i) the printing of definitive instruments and coupons to be
necessary or useful or (ii) the presentation of definitive instruments and
coupons to be required by Swiss or foreign laws in connection with the
enforcement of the rights of the holders, the Fiscal Agent will provide for
such printing. The Issuer has irrevocably authorised the Fiscal Agent to
provide for such printing on its behalf. The definitive instruments will be
printed and issued to the holders free of charge in exchange for their
interests in the respective Global Instrument. This Temporary Global Instrument
is governed by, and shall be construed in accordance with, English law.  This
Temporary Global Instrument shall not be valid for any purpose until
authenticated for and on behalf of Fortis Banque Luxembourg S.A., Luxembourg,
as fiscal agent.  This
Temporary Global Instrument and all non-contractual obligations arising out of
or in connection with it are governed by English law.  36


AS
WITNESS the manual signature of two duly authorised officers on behalf of the
Issuer.   [                             ]
  
  [                             ]By:
  [manual
  signature]
  
  By:
  [manual
  signature](duly authorised)
  
  (duly authorised)ISSUEDin [        ]
  as of [         ]
  [   ]   AUTHENTICATEDfor and on
behalf of FORTIS BANQUE LUXEMBOURG S.A. as
fiscal agent  By:
  
  [manual
  signature](duly authorised)  37


THE SCHEDULE  Payments, Delivery of Definitive Instruments or Registered
Instruments,
Exchange for Permanent Global Instrument and
Cancellation 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  38


ANNEX I  [Form of certificate to be given in relation to
exchanges of this Temporary Global Instrument for a Permanent Global
Instrument, Definitive Instruments or Registered Instruments. This Certificate
is not required for Registered Instruments:]  [Name of Issuer] [Aggregate
principal amount and title of Instruments] (the Securities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member Organisations) substantially to the
effect set forth in the Fiscal Agency Agreement as of the date hereof, [   ] principal amount of the above-captioned
Securities (i) is owned by persons that are not citizens or residents of
the United States, domestic partnerships, domestic corporations or any estates
or trust the income of which is subject to United States Federal income
taxation regardless of its source (United
States persons), (ii) is owned by United States persons that (a) are
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Securities through
and are holding through on the date hereof foreign branches of United States
financial institutions (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its
agent, that we may advise the Issuer or the Issuers agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and to the further effect that United States or foreign financial institutions
described in Clause (iii) above (whether or not also described in Clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within the
United States or its possessions.  This is also to certify with respect to such principal
amount of the above-captioned Securities, except as set forth below, we have
received in writing, by tested telex or by electronic transmission, from our
Member Organisations entitled to a portion of such principal amount,
certifications with respect to such portion, substantially to the effect set
forth in the Fiscal Agency Agreement.  As used herein, United States means the United
States of America (including the States and the District of Columbia); and its possessions
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.  We further certify (i) that we are not making
available herewith for exchange (or, if relevant, exercise of any rights or
collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we
have not received any notification from any of our Member Organisations to the
effect that the statements made by such Member Organisations with respect to
any portion of the part  39


submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as at the date hereof.  We understand that this certification is required in
connection [with certain tax laws and, if applicable,] certain securities laws
of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorise you to produce
this certification to any interested party in such proceedings.  Date:    [          ](6)  [Euroclear Bank S.A./N.V./Clearstream Banking, société
anonyme, Luxembourg]  By:       [authorised
signature]  
 (6)To be dated as
of the date of the exchange of the Temporary Global Instrument for a Permanent
Global Instrument, Definitive Instrument or Registered Instrument.  40


ANNEX II  [Form of certificate to be given in relation to
payments of interest falling due before the Exchange Date:]  [Name of Issuer]  [Aggregate
principal amount and title of Instruments] (the Securities)  This is to certify that, based solely on
certifications we have received in writing, by tested telex or by electronic
transmission from member organisations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our Member Organisations) substantially to the
effect set forth in the Fiscal Agency Agreement as of the date hereof, [   ] principal amount of the above-captioned
Securities (i) is owned by persons that are not citizens or residents of
the United States, domestic partnerships, domestic corporations or any estates
or trust the income of which is subject to United States Federal income
taxation regardless of its source (United
States persons), (ii) is owned by United States persons that (a) are
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Securities through
and are holding through on the date hereof foreign branches of United States
financial institutions (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its
agent, that we may advise the Issuer or the Issuers agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and to the further effect that United States or foreign financial institutions
described in Clause (iii) above (whether or not also described in Clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.  This is also to certify with respect to such principal
amount of Securities set forth above that, except as set forth below, we have
received in writing, by tested telex or by electronic transmission, from our
Member Organisations entitled to a portion of such principal amount,
certifications with respect to such portion, substantially to the effect set
forth in the Fiscal Agency Agreement.  41


As used herein, United
States means the United States of America (including the States and
the District of Columbia); and its possessions
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands. We further certify (i) that we are not
making available herewith for exchange (or, if relevant, exercise of any rights
or collection of any interest) any portion of the temporary global security
excepted in such certifications and (ii) that as of the date hereof we
have not received any notification from any of our Member Organisations to the
effect that the statements made by such Member Organisations with respect to
any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as at the date hereof.  We understand that this certification is required in
connection with certain tax laws and, if applicable, certain securities laws of
the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorise you to produce
this certification to any interested party in such proceedings.  Date:    [          ](7)  [Euroclear Bank S.A./N.V./Clearstream Banking, société
anonyme, Luxembourg]  By:[authorised signature]  
 (7)  To be dated as of the date on which the
interest payment is made.  42


ANNEX III  [Form of account-holders certification referred
to in the preceding certificates:]  [Note: This certificate is not required for Registered
Instruments]  [Name of Issuer] [Aggregate
principal amount and title of Instruments] (the Securities)  This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Securities held by you for our
account (i) are owned by persons that are not citizens or residents of the
United States, domestic partnerships, domestic corporations, estates or trust
the income of which is subject to the United States Federal income taxation
regardless of its source (United States
persons), (ii) are owned by United States person(s) that (a) are
foreign branches of a United States financial institution (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) (financial institutions) purchasing for
their own account or for resale, or (b) acquired above-captioned the
Securities through and are holding through on the date hereof foreign branches
of United States financial institutions (and in either case (a) or (b),
each such United States financial institution hereby agrees, on its own behalf
or through its agent, that you may advise the Issuer or the Issuers agent that
it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner
of the above-captioned Securities is a United States or foreign financial
institution described in clause (iii) above (whether or not also described
in clause (i) or (ii)) this is further to certify that such financial
institution has not acquired the above-captioned Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.  This is also to certify that, except as set further
below, the above-captioned Securities are beneficially owned by (a) non-U.S.
person(s) or (b) U.S. persons resident outside the United States who
purchased the Securities in transactions outside the United States in
accordance with Regulation S under the U.S. Securities Act of 1933, as amended
the (Act). As used in this
paragraph the terms U.S. person
and United States have the
meanings given to them by Regulation S under the Act.  As used herein, United
States means the United States of America (including the States and
the District of Columbia); and its possessions
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.  We undertake to advise you promptly by tested telex on
or prior to the date on which you intend to submit your certification relating
to the Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.  43


This certification excepts and does not relate to
[    ] of such interest in the above
Securities in respect of which we are not able to certify and as to which we
understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we
do so certify.  We understand that this certification is required in
connection with certain securities laws of the United States. In connection
therewith, if administrative or legal proceedings are commenced or threatened
in connection with which this certification is or would be relevant, we
irrevocably authorise you to produce this certification to any interested party
in such proceedings.  Date:    [          ](8)  
 (8)  To be dated not earlier than fifteen days
prior to the date of the exchange of the Temporary Global Instrument for a
Permanent Global Instrument, Definitive Instrument or Registered Instrument or,
as the case may be, as of the date on which the interest payment is made.  44


[Account-holder] as or as agent for the beneficial
owner of the Instruments.  By:        [authorised
signature]  45


THE SECOND SCHEDULE  FORM OF PERMANENT GLOBAL INSTRUMENT  Series Number:    [     
  ]
  Serial
  Number: [   ]  THE SECURITIES REPRESENTED BY THIS PERMANENT GLOBAL
INSTRUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT),
AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS
PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF
THE INTERNAL REVENUE CODE.](9)  ABB CAPITAL B.V. (incorporated with limited liability in The Netherlands and having its
corporate seat in Amsterdam)  
 (9)  Insert only
where the maturity of the Instruments is more than one year  46


PERMANENT GLOBAL INSTRUMENT representing
up to [Aggregate principal amount of Tranche] [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 aggregate principal amount of Tranche] (the Instruments) by
[                    ]
(the Issuer).  The Issuer for value received promises, all in
accordance with the terms and conditions [attached hereto/set out in the
information memorandum prepared by the Issuer and dated 17 December 2008
and the pricing supplement prepared in relation to the Instruments (Pricing Supplement)], to pay to the bearer
upon presentation and, if appropriate, surrender hereof on [maturity date] [by [   ] [equal] successive
[semi-annual/quarterly/other] instalments on the dates specified in the Pricing
Supplement](10) or on such earlier date as the same may become payable in
accordance therewith the principal amount of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Permanent Global Instrument or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on the
principal amount hereof from time to time at the rate or rates specified
therein], all subject to and in accordance with such terms and conditions.  The bearer of this Permanent Global Instrument is
entitled to the benefit of the terms and conditions referred to above and the
same obligations on the part of the Issuer as if such bearer were the bearer of
the Instruments represented hereby, and all payments under and to the bearer of
this Permanent Global Instrument will discharge the Issuers obligations in
respect thereof. Any failure to note any payments, as provided below, shall not
affect such discharge.  This Permanent Global Instrument will be exchangeable
for definitive Instruments (Definitive
Instruments) in substantially the form (subject to completion) set
out in the Third Schedule to a fiscal agency agreement dated 17 December 2008
(as further supplemented, amended or replaced, the Fiscal Agency Agreement) and made between the Issuer, Fortis
Banque Luxembourg S.A. in its capacity as fiscal agent (the Fiscal Agent, which expression shall
include any successor to Fortis Banque Luxembourg S.A. in its capacity as
such), Fortis Banque Luxembourg S.A. as principal registrar and certain other
financial institutions [or for registered instruments (Registered Instruments) in substantially
the form (subject to completion) set out in the Fourth Schedule to the Fiscal
Agency Agreement or for a combination of Definitive Instruments and Registered
Instruments](11) (a) if Euroclear Bank S.A./N.V. (Euroclear) or Clearstream Banking, société
anonyme, Luxembourg (Clearstream, Luxembourg)
or any  
 (10)Insert only
where Instruments are Instalment Instruments.  (11)Insert only in
the case of a Series comprising both Bearer and Registered Instruments if the
relevant Pricing Supplement specifies that Bearer Instruments are exchangeable
for Registered Instruments.  47


other relevant clearing system is closed for business
for a continuous period of 14 days (other than by reason of public holidays) or
announces an intention permanently to cease business; (b) if any of the
Instruments represented hereby becomes due and payable following an Event of
Default (as defined in Condition 7) of the terms and conditions referred to
above; or (c) at the option of the bearer hereof acting on behalf of the
relevant beneficial owners of the interests in this Permanent Global Instrument
and at the expense of such beneficial owners, and, in each case, upon the
request of the bearer hereof on behalf of the relevant beneficial owners of the
interests in this Permanent Global Instrument and at the expense of such
beneficial owners. In order to make such request, the bearer hereof must, not
less than forty-five days before the date upon which the delivery of such Definitive
Instruments [and/or Registered Instruments] is required, deposit this Permanent
Global Instrument with the Fiscal Agent at its specified office with the form
of exchange notice endorsed hereon duly completed. On an exchange of the whole
of this Permanent Global Instrument, this Permanent Global Instrument shall be
surrendered to the Fiscal Agent. [Any Registered Instruments shall be made
available in exchange in accordance with the terms and conditions applicable to
the Instruments represented hereby and the Fiscal Agency Agreement (which shall
apply as if the bearer of this Permanent Global Instrument were the bearer of
the Instruments represented hereby).](11) 
Any Definitive Instruments will be made available for collection by the
persons entitled thereto at the specified office of the Fiscal Agent. If
default is made by the Issuer in the required delivery of such Definitive
Instruments [and/or, as the case may be, Registered Instruments](11) and such
default is continuing at 6.00 p.m. (London time) on the thirtieth day
after the day on which the relevant notice period expires, then this Permanent
Global Instrument will become void and the bearer will have no further rights
hereunder (but without prejudice to the rights which such bearer or any other
person(s) having an interest in this Permanent Global Instrument
immediately prior to it becoming void may have under a deed of covenant dated
17 December 2008 and executed by the Issuer in respect of the
Instruments).  [On any occasion on which a payment of interest is
made in respect of this Permanent Global Instrument, the Issuer shall procure
that the Paying Agent to which this Permanent Global Instrument is presented
notes the same on the Schedule hereto].  On any occasion on which a payment of principal or
redemption amount is made in respect of this Permanent Global Instrument or on
which this Permanent Global Instrument is exchanged as aforesaid or on which
any Instruments represented by this Permanent Global Instrument are to be
cancelled, the Issuer shall cause the Paying Agent to which this Permanent
Global Instrument is presented to procure that (i) the aggregate principal
amount of the Instruments in respect of which such payment is made (or, in the
case of a partial payment, the corresponding part thereof) or which are
delivered in definitive [or registered form](11) or which are to be cancelled
and (ii) the remaining principal amount of this Permanent Global
Instrument (which shall be the previous principal amount hereof less the amount
referred to at (i) above) are noted on the Schedule hereto, whereupon the
principal amount of this Permanent Global Instrument shall for all purposes be
as most recently so noted.  Insofar as the Temporary Global Instrument by which
the Instruments were initially represented has been exchanged in part only for
this Permanent Global Instrument and is then to be further exchanged as to the
remaining principal amount or part thereof for this Permanent Global
Instrument, then upon presentation of this Permanent Global Instrument to the
Fiscal Agent at its specified office in relation to the Instruments and to the
extent that the aggregate principal  48


amount of such
Temporary Global Instrument is then reduced by reason of such further exchange,
the Issuer shall cause the Fiscal Agent to procure that (i) the aggregate
principal amount of the Instruments in respect of which such further exchange
is then made and (ii) the new principal amount of this Permanent Global
Instrument (which shall be the previous principal amount hereof plus the amount
referred to at (i) above) are noted on the Schedule hereto, whereupon the
principal amount of this Permanent Global Instrument shall for all purposes be
as most recently noted.  The holders of
interests in Instruments listed on SIX do not have the right to request the
printing and delivery of definitive instruments. If the Fiscal Agent deems (i) the
printing of definitive instruments and coupons to be necessary or useful or (ii) the
presentation of definitive instruments and coupons to be required by Swiss or
foreign laws in connection with the enforcement of the rights of the holders,
the Fiscal Agent will provide for such printing. The Issuer has irrevocably
authorised the Fiscal Agent to provide for such printing on its behalf. The
definitive instruments will be printed and issued to the holders free of charge
in exchange for their interests in the respective global instrument.  This Permanent
Global Instrument and all non-contractual obligations arising out of or in
connection with it are governed by English law.  This Permanent
Global Instrument shall not be valid for any purpose until authenticated for
and on behalf of Fortis Banque Luxembourg S.A., as fiscal agent.  49


AS WITNESSthe manual
signature of two duly authorised officers on behalf of the Issuer.   [                              ]
  
  [                              ]By:
  [manual
  signature]
  By:
  [manual
  signature](duly authorised)
  
  (duly authorised)   ISSUEDin [          ] on [          ] [ 
]  AUTHENTICATEDfor and on
behalf of FORTIS BANQUE LUXEMBOURG S.A. as fiscal
agent  By:
  [manual
  signature](duly authorised)  50


THE SCHEDULE  Payments, Delivery of Definitive or
Registered 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  51


EXCHANGE NOTICE  ,
being the bearer of this Permanent Global Instrument at the time of its deposit
with the Fiscal Agent at its specified office for the purposes of the
Instruments, hereby exercises the option set out above to have this Permanent
Global Instrument exchanged in whole or in part for Instruments in
[definitive/registered form/[    ] in
aggregate principal amount of Instruments in definitive form and [   ] in aggregate principal amount of
Instruments in registered form]* and directs that such Instruments in
definitive form be made available for collection by it from the Fiscal Agents
specified office and that such Instruments in registered form be made available
in accordance with the terms and conditions applicable to the Instruments
represented hereby and the Fiscal Agency Agreement.   By:(duly authorised)   
 *           Delete and complete, as appropriate  52


THE THIRD
SCHEDULE  FORM OF DEFINITIVE INSTRUMENT  [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 SECURITIES ACT),
AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS
PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.](12)  ABB CAPITAL B.V. (incorporated with limited liability
in The Netherlands and having its corporate seat in Amsterdam)  
 (12)       Insert only where the maturity of the
Instruments is more than one year.  53


[Aggregate principal amount of
Tranche] [Title of Instruments] [Swiss Security Number] [ISIN] [Common Code]  [                              ]
(the Issuer) for value received
promises, all in accordance with the terms and conditions [endorsed
hereon/attached hereto] [and the pricing supplement referred to therein and
prepared in relation to the Instruments (the Pricing
Supplement)] to pay to the bearer upon presentation and, if
appropriate, surrender hereof on [maturity
date] [by [   ] [equal]
successive [semi-annual/quarterly/other] instalments on the dates specified in
the Pricing Supplement](13) or on such earlier date as the same may become
payable in accordance therewith the principal amount of:  [denomination in
words and numerals]  or such other
redemption amount as may be specified therein [and to pay in arrear on the
dates specified therein interest on such principal amount at the rate or rates
specified therein, all subject to and in accordance with such terms 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 any purpose
until this [title of Instrument]
has been authenticated for and on behalf of Fortis Banque Luxembourg S.A., as
fiscal agent.  This [title of Instrument] and all
non-contractual obligations arising out of or in connection with it are
governed by English law.  AS WITNESSthe facsimile
signature of two duly authorised officers on behalf of the Issuer.   [                          ]
  [                         ]By:
  [facsimile
  signature]
  By:
  [facsimile
  signature](duly authorised)
  
  (duly authorised)  ISSUEDin [          ] as of [          ] [ 
]  
 (13)       Insert only where Instruments are
Instalment Instruments.  54


AUTHENTICATEDfor and on
behalf of FORTIS BANQUE LUXEMBOURG S.A.,  as fiscal
agent without
recourse, warranty or liability   By:
  [manual
  signature](duly authorised)  55


[On the
reverse of the Instruments:]  TERMS AND CONDITIONS  [As contemplated in the Information Memorandum and as
amended by the relevant Pricing Supplement]  [At the foot
of the Terms and Conditions:]  FISCAL AGENT  Fortis Banque
Luxembourg S.A., 50, Avenue J.F. Kennedy L2951 Luxembourg  SWISS PAYING AGENT  Fortis Banque (Suisse) S.A. 20, Bd. des Philosophes CH-1211 Genève 4 Switzerland  56


Forms of Coupons  [On the front
of Coupon:]  [Attached to
the Instruments (interest-bearing, fixed rate and having Coupons):]  [Issuer]  [Amount and title of Instruments]  Coupon for
[     ] due on [          ]  Such amount is
payable (subject to the terms and conditions [endorsed on/attached to the [title of Instrument] to which this Coupon
appertains [and the pricing supplement referred to therein], which shall be
binding on the holder of this Coupon whether or not it is for the time being
attached to such [title of Instrument])
against surrender of this Coupon at the specified office of the Fiscal Agent or
any of the Paying Agents set out on the reverse hereof (or any other or further
fiscal or paying agents and/or specified offices from time to time designated
for the purpose by notice duly given in accordance with such terms and
conditions).  [The attention
of Couponholders is drawn to condition 9A.06 of the terms and conditions. The
Instrument to which this Coupon appertains may in certain circumstances
specified in such terms and conditions, fall due for redemption before the due
date in relation to this Coupon. In such event, the Paying Agent to which such
Instrument is presented for redemption may determine, in accordance with the
aforesaid condition 9A.06 that this Coupon is to become void.]  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.](14)  [<99+9999999+AAXXXXXXXXX9+XX+999999>]  
 (14)       Insert only where the maturity of the
Instruments is more than one year.  57


[Attached to
the Instrument (interest-bearing, floating rate and having Coupons):]  [Issuer]  [Amount and title of Instruments]  Coupon for the
amount of interest due on [          ]  Such amount is
payable (subject to the terms and conditions [endorsed on/attached to] the [title of Instrument] to which this Coupon
appertains [and the pricing supplement referred to therein], which shall be
binding on the holder of this Coupon whether or not it is for the time being
attached to such [title of Instrument])
against surrender of this Coupon at the specified office of the Fiscal Agent or
any of the Paying Agents set out on the reverse hereof (or any other or further
fiscal or paying agents and/or specified offices from time to time designated
for the purpose by notice duly given in accordance with such terms and
conditions).  The Instrument
to which this Coupon appertains may, in certain circumstances specified in such
terms and conditions, fall due for redemption before the due date in relation
to this Coupon. In such event, this Coupon will become void and no payment will
be made in respect hereof.  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.](15)  [<99+9999999+AAXXXXXXXXX9+XX+999999>]  
 (15)       Insert only where the maturity of the
Instruments is more than one year.  58


[On the reverse of each Coupon:]FISCAL
  Fortis Banque Luxembourg S.A.,AGENT:
  50, Avenue J.F. KennedyL2951 LuxembourgSWISS PAYING
  Fortis Banque (Suisse) S.A.AGENT:
  20, Bd. des PhilosophesCH-1211 Genève 4Switzerland  59


Form of Talon  No  [                           ]  [Amount and title of Instruments]  Talon for further Coupons  [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF
THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED.](16)  After all the Coupons appertaining to the Instrument
to which this Talon appertains have matured, further Coupons [(including, where
appropriate, a Talon for further Coupons)] will be issued at the specified
office of the Fiscal Agent or any of the Paying Agents set out in the reverse
hereof (or any other or further paying agents and/or specified offices from
time to time designated by notice duly given in accordance with the terms and
conditions [endorsed on/attached to] the [title
of Instrument] to which this Talon appertains [and the pricing
supplement referred to therein] (which shall be binding on the holder of this
Talon whether or not it is for the time being attached to such [title of Instrument])) upon production and
surrender of this Talon upon and subject to such terms and conditions. The
initial Paying Agents and their specified offices are set out on the reverse
hereof.  Under the said terms and conditions, such Instrument
may, in certain circumstances, fall due for redemption before the original due
date for exchange of this Talon and in any such event this Talon shall become
void and no exchange shall be made in respect hereof.   [Issuer]  
 (16) Insert only where the maturity of the
Instruments is more than one year.  60


THE FOURTH
SCHEDULE  FORM OF REGISTERED 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 THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  ABB CAPITAL B.V. (incorporated with limited liability
in The Netherlands and having its corporate seat in Amsterdam)]  61


[                              ](the Issuer) for
value received promises, all in accordance with the terms and conditions
[endorsed hereon/attached hereto] [and the pricing supplement referred to
therein and prepared in relation to the Instruments (Pricing Supplement)], to pay to  of    (being the person registered in the register referred
to below or, if more than one person is so registered, the first-named of such
persons) on [maturity date] [by
[   ] [equal] successive
[semi-annual/quarterly/other] instalments on the dates specified in the Pricing
Supplement](17) or on such earlier date as the same may become payable in
accordance therewith the principal sum of                                     
                                  
[(, in the case of payment on such earlier date, as reduced in accordance with
such terms and conditions)] or such other redemption amount as may be specified
therein [and to pay in arrear on the dates specified therein interest on such
principal amount [(as reduced in accordance with such terms and
conditions)](17) at the rate or rates specified therein], all subject to and in
accordance with such terms and conditions.  The statements set forth in the legend, if any, set
forth above are an integral part of the terms of this Instrument and by
acceptance hereof each holder of this Instrument agrees to be subject to and
bound by the terms and provisions set forth in such legend, if any.  This Instrument is evidence of entitlement only. Title
to the Instrument passes only on due registration in the Register maintained by
[                              ](18), as
registrar, and only the duly registered holder or if more than one person is so
registered, the first-named of such persons is entitled to payment in respect
of this Instrument.  This Instrument and all non-contractual obligations
arising out of or in connection with it are governed by English law.  This Instrument shall not be valid for any purpose
until this Instrument has been authenticated for and on behalf of [                                            ](19), as
registrar.  AS WITNESS the facsimile or manual signatures of two
duly authorised officers of the Issuer.  [                              ][                            ]  By:
  [manual/facsimile signature]
  By:
  [manual/facsimile signature](duly authorised)
  
  (duly authorised)  ISSUEDin [             ] as of
[            ] [ ]  AUTHENTICATEDfor and on behalf of  [                                      ]  as registrar without recourse, warranty or liability  
 (17) Insert only where Instruments are Instalment
Instruments. (18) Insert name of the relevant Registrar.  62


By:
  [manual signature](duly authorised)  63


FORM OF TRANSFER  FOR VALUE RECEIVED_________________, being the registered holder of this [title of Instrument], hereby transfers to _____________________________
of ___________________ _____________, ___________________ in principal amount
of this [title of Instrument] and irrevocably requests and authorises [                                  ](19),
in its capacity as registrar in relation to the [title of Instruments] (or any successor to
[           ](19), in
its capacity as such) to effect the relevant transfer by means of appropriate
entries in the register kept by it.  Dated:   By:
  [manual signature]
  [By:
  [manual signature](duly authorised)
  
  (duly authorised)   Notes:  The name of the person by or on
whose behalf this form of transfer is signed must correspond with the name of
the registered holder as it appears on the face of this Instrument.  (i)
  A representative of such
  registered holder should state the capacity in which he signs (e.g.
  executor).(ii)
  The signature of the person
  effecting a transfer shall conform to any list of duly authorised specimen
  signatures supplied by the registered holder or be certified by a recognised
  bank, notary public or in such other manner as the Registrar may require.(iii)
  Any transfer of [title of
  Instruments] shall be in an amount equal to the minimum denomination as may
  be specified in the relevant Pricing Supplement or an integral multiple
  thereof.  
 (19) Insert
name of the relevant Registrar.  64


THE FIFTH
SCHEDULE  PROVISIONS FOR MEETINGS OF HOLDERS OF
INSTRUMENTS  1.(A)As
used in this Schedule, the following expressions shall have the following
meanings unless the context otherwise requires:  (1)voting certificate shall mean a certificate in the English
language issued by any Paying Agent or, as the case may be, any Registrar and
dated, in which it is stated:  (a)that on
the date thereof outstanding Bearer Instruments of any Series (not being
Bearer Instruments in respect of which a block voting instruction has been
issued and is outstanding in respect of the meeting specified in such voting
certificate or any adjournment thereof) bearing specified serial numbers have
been deposited to the order of such Paying Agent and that no such Bearer
Instruments will be released until the first to occur of:  (i)the
conclusion of the meeting specified in such certificate or any adjournment
thereof; and  (ii)the
surrender of the certificate to such Paying Agent; or  (b)that on
the date thereof Registered Instruments of any Series (not being
Registered Instruments in respect of which a block voting instruction has been
issued and is outstanding in respect of the meeting specified in such voting
certificate or any adjournment thereof) are registered in the books and records
maintained by the Registrar in the names of specified registered holders; and  (c)that until
the release of the Bearer Instruments represented thereby the bearer thereof is
entitled to attend and vote at such meeting or any adjournment thereof in
respect of the Instruments represented by such certificate; and  (2)block voting instruction shall mean a document in the
English language issued by any Paying Agent or, as the case may be, any
Registrar and dated, in which:  (a)it is
certified that outstanding Bearer Instruments of any Series (not being
Bearer Instruments in respect of which a voting certificate has been issued and
is outstanding in respect of the meeting specified in such block voting
instruction or any adjournment thereof) have been deposited to the order of
such Paying Agent and that no such Bearer Instruments will be released until
the first to occur of:  (i)the
conclusion of the meeting specified in such document or any adjournment
thereof; and  65


(ii)the
surrender, not less than 48 hours before the time for which such meeting or
adjournment thereof is convened, of the receipt for each such deposited Bearer
Instrument which has been deposited to the order of such Paying Agent, coupled
with notice thereof being given by such Paying Agent to the Issuer; or  (b)It is
certified that Registered Instruments of any Series (not being Registered
Instruments in respect of which a voting certificate has been issued and is
outstanding in respect of the meeting specified in such block voting
instruction and any adjournment thereof) are registered in the books and
records maintained by the Registrar in the names of specified registered
holders;  (c)It is
certified that each depositor of such Instruments or registered holder thereof
or a duly authorised agent on his or its behalf has instructed the Paying Agent
or, as the case may be, the Registrar that the vote(s) attributable to his
or its Instruments so deposited or registered should be cast in a particular
way in relation to the resolution or resolutions to be put to such meeting or
any adjournment thereof and that all such instructions are, during the period
of 48 hours prior to the time for which such meeting or adjourned meeting is
convened, neither revocable nor subject to amendment;  (d)the total
number, principal amount outstanding, the serial numbers and series numbers of
the Instruments so deposited or registered are listed, distinguishing with
regard to each such resolution between those in respect of which instructions
have been given as aforesaid that the votes attributable thereto should be cast
in favour of the resolution and those in respect of which instructions have
been so given that the votes attributable thereto should be cast against the
resolution; and  (e)any person
named in such document (hereinafter called a proxy)
is authorised and instructed by the Paying Agent or, as the case may be, the
Registrar to cast the votes attributable to the Instruments so listed in
accordance with the instructions referred to in (c) and (d) above as
set out in such document.  (B)A
registered holder of a Registered Instrument may by an instrument in writing in
the form for the time being available from the specified office of the
Registrar in the English language (hereinafter called a form of
proxy) signed by the holder or its duly appointed attorney or, in
the case of a corporation, executed under its seal or signed on its behalf by
its duly appointed attorney or a duly authorised officer of the corporation,
appoint any person (hereinafter also called a proxy)
to attend and act on his or its behalf in connection with any meeting or
proposed meeting of the holders of Instruments.  (C)Voting
certificates, block voting instructions and forms of proxy shall be valid for
so long as the relevant Instruments have not been released or, in the case of Registered
Instruments, are duly registered in the name(s) of the registered  66


holder(s) certified in the relevant
voting certificate or block voting instruction or, in the case of a form of
proxy, in the name of the appointor but not otherwise and notwithstanding any
other provision of this Schedule and during the validity thereof the holder of
any such voting certificate or, as the case may be, the proxy shall, for all
purposes in connection with any meeting of holders of Instruments, be deemed to
be the holder of the Instruments of the relevant Series to which such
voting certificate, block voting instructions or form of proxy relates and, in
the case of Bearer Instruments, the Paying Agent to the order of whom such
Instruments have been deposited and, in the case of Registered Instruments, the
registered holder(s) shall nevertheless be deemed for such purposes not to
be the holder of those Instruments.  2.The
Issuer at any time may, and upon a request in writing by holders of Instruments
holding not less than one-tenth of the principal amount outstanding of the
Instruments of any particular Series for the time being outstanding at any
time after such Instruments shall have become repayable owing to an event of
default under the Conditions applicable to such Instruments shall, convene a
meeting of the holders of Instruments of such Series. Whenever the Issuer
wishes or is obliged to convene any such meeting it shall forthwith give notice
in writing to the Fiscal Agent of the day, time and place thereof and of the
nature of the business to be transacted thereat. Every such meeting or
adjournment thereof shall be held at such time and place as the Fiscal Agent
may approve.  3.At
least twenty-one days notice (exclusive of the day on which the notice is
given and of the day on which the meeting is held) specifying the day, time and
place of meeting shall be given to the holders of the Instruments of the
relevant Series. A copy of the notice shall be given to the Issuer unless the
meeting shall be convened by the Issuer and a copy shall be given to the Fiscal
Agent and, in the case of Registered Instruments, the Registrar. Such notice
shall be given in the manner provided in the Conditions and shall specify the general
nature of the business to be transacted at the meeting thereby convened but
(except in the case of an Extraordinary Resolution) it shall not be necessary
to specify in such notice the form of any resolution to be proposed and shall
include, inter alia, statements to the effect:  (a)that
Bearer Instruments of the relevant Series may be deposited with (or to the
order of) any Paying Agent for the purpose of obtaining voting certificates or
appointing proxies until 48 hours before the time fixed for the meeting but not
thereafter;  (b)that
(without prejudice to the provisions of paragraph 1(B)) registered holders of
Registered Instruments may obtain voting certificates or appoint proxies not
later than (except in the case of a form of proxy) 48 hours before the time
fixed for the meeting but not thereafter.  4.A
person (who may, but need not, be the holder of an Instrument of the relevant
Series) nominated in writing by the Fiscal Agent shall be entitled to take the
chair at every meeting but if no such nomination is made or if at any meeting
the person nominated shall not be present within fifteen minutes after the time
appointed for the holding of  67


such meeting the holders of Instruments present may appoint
another such person to be chairman and failing such choice the Issuer may
appoint the chairman. The chairman of a reconvened meeting need not be the same
person who was chairman of the original meeting.  5.At any
such meeting any two or more persons present in person holding Instruments of
the relevant Series or voting certificates or being proxies and holding or
representing in the aggregate at least one-third in principal amount
outstanding of the Instruments of the relevant Series for the time being
outstanding shall form a quorum for the transaction of business, provided that
at any meeting at which an Extraordinary Resolution is to be proposed for the
purpose of effecting any of the modifications specified in the proviso to
paragraph 18 hereof the quorum for such meeting shall be any two or more
persons present in person holding Instruments of the relevant Series or
voting certificates or being proxies and holding or representing in the
aggregate at least 75 per cent. in principal amount outstanding of the
Instruments of the relevant Series for the time being outstanding and no
business (other than the choosing of a chairman) shall be transacted at any
meeting unless the requisite quorum be present at the commencement of business.  6.If
within 15 minutes from the time appointed for any such meeting a quorum is not
present the meeting shall, if convened upon the requisition of holders of
Instruments, be dissolved. In any other case it shall stand adjourned for such
period, not being less than fourteen days nor more than forty-two days, as may
be decided by the chairman. At such adjourned meeting two or more persons
present in person holding Instruments of the relevant Series or voting
certificates or being proxies (whatever the principal amount outstanding of the
Instruments of the relevant Series so held or represented by them) shall
form a quorum and shall have the power to pass any resolution and to decide
upon all matters which could properly have been dealt with at the original
meeting had a quorum been present at such meeting, provided that at any
adjourned meeting at which an Extraordinary Resolution is to be proposed for
the purpose of effecting any of the modifications specified in the proviso to
paragraph 18 hereof the quorum for such meeting shall be two or more persons
present holding Instruments of the relevant Series or voting certificates
or being proxies and holding or representing in the aggregate at least 25 per
cent. in principal amount outstanding of the Instruments of the relevant Series for
the time being outstanding.  7.The
chairman may with the consent of (and shall if directed by) any meeting adjourn
the same from time to time and from place to place but no business shall be
transacted at any adjourned meeting except business which might lawfully have
been transacted at the meeting from which the adjournment took place.  8.At
least ten days notice (exclusive of the day on which the notice is given and
the day on which the meeting is held) of any meeting adjourned through want of
a quorum shall be given in the same manner as of an original meeting and such
notice shall state the quorum required at such adjourned meeting. Subject as
aforesaid, it shall not be necessary to give any notice of an adjourned
meeting.  9.Every
question submitted to a meeting shall be decided in the first instance by a
show of hands and in case of equality of votes the chairman shall both on a
show of hands and on  68


a poll
have a casting vote in addition to the vote or votes (if any) to which he may
be entitled as a holder of an Instrument or voting certificate or being a
proxy.  10.At any
meeting, unless a poll is (before or on the declaration of the result of the show
of hands) demanded by the chairman or the Issuer or by one or more persons
holding one or more Instruments of the relevant Series or voting
certificates or being proxies and holding or representing in the aggregate not
less than 2 per cent. of the principal amount outstanding of the Instruments of
the relevant Series for the time being outstanding, a declaration by the
chairman that a resolution has been carried or carried by a particular majority
or lost or not carried by any particular majority shall be conclusive evidence
of the fact without proof of the number or proportion of the votes recorded in
favour of or against such resolution.  11.If at any
meeting a poll is so demanded, it shall be taken in such manner and (subject as
hereinafter provided) either at once or after such an adjournment as the
chairman directs and the result of such poll shall be deemed to be the
resolution of the meeting at which the poll was demanded as at the date of the
taking of the poll. The demand for a poll shall not prevent the continuance of
the meeting for the transaction of any business other than the question on
which the poll has been demanded.  12.Any poll
demanded at any meeting on the election of a chairman or on any question of
adjournment shall be taken at the meeting without adjournment.  13.The Fiscal
Agent, the Issuer and, in the case of Registered Instruments, the Registrar
(through their respective representatives) and their respective advisers shall
be entitled to attend and speak at any meeting of the holders of Instruments.
No person shall be entitled to attend (except as provided above) or to vote at
any meeting of the holders of Instruments or to join with others in requesting
the convening of such a meeting unless he is the holder of an Instrument or a
voting certificate or is a proxy.  14.Subject as
provided in paragraph 9 above, at any such meeting (a) on a show of hands
every person who is present (being an individual) in person or (being a
corporation) by a duly authorised representative and (i) who is a holder
of Instruments, and in the case of Bearer Instruments, produces such
Instruments or (ii) who produces a voting certificate or (iii) is a
proxy shall have one vote and (b) on a poll every person who is so present
shall have one vote in respect of each
[            ](20) principal
amount outstanding of Instruments of the relevant Series so produced or
represented by the voting certificate so produced or in respect of which he is
a proxy. Without prejudice to the obligations of the proxies named in any block
voting instruction or form of proxy, any person entitled to more than one vote
need not use all his votes or cast all the votes to which he is entitled in the
same way.  15.A proxy
named in any block voting instruction or form of proxy need not be a holder of
an Instrument.  
 (20)The currency and
amount of the smallest denomination of Instruments available in relation to the
particular Series shall be deemed to be inserted here.  69


16.Each block
voting instruction and each form of proxy, together (if so required by the
Issuer) with proof satisfactory to the Issuer of its due execution, shall be
deposited at such place as the Issuer shall designate not less than 24 hours
before the time appointed for holding the meeting or adjourned meeting at which
the proxy named in the block voting instruction or form of proxy proposes to
vote and in default the block voting instruction or form of proxy shall not be
treated as valid unless the chairman of the meeting decides otherwise before
such meeting or adjourned meeting proceeds to business. A certified copy of
each such block voting instruction and form of proxy and satisfactory proof as
aforesaid (if applicable) shall, be deposited with the Issuer at such place as
aforesaid before the commencement of the meeting or adjourned meeting but the
Issuer shall not thereby be obliged to investigate or be concerned with the
validity of, or the authority of the proxy named in, any such block voting instruction
or form of proxy.  17.Without
prejudice to paragraph 1, any vote given in accordance with the terms of a
block voting instruction or form of proxy shall be valid notwithstanding the
previous revocation or amendment of the block voting instruction or form of
proxy or of any of the Instrument holders instructions pursuant to which it
was executed, provided that no intimation in writing of such revocation or
amendment shall have been received by the Issuer or by the chairman of the
meeting, in each case not less than 24 hours before the commencement of the
meeting or adjourned meeting at which the block voting instruction or form of
proxy is used.  18.A meeting of
the holders of Instruments shall, in respect of the Instruments of the relevant
Series and subject to the provisions contained in the Conditions, in
addition to the powers hereinbefore given, but without prejudice to any powers
conferred on other persons by these presents, have the following powers
exercisable by Extraordinary Resolution only namely:  (a)power with the approval of the Issuer to sanction any modification,
abrogation, variation or compromise of, or arrangement in respect of, the
rights of the holders of Instruments and/or Coupons in respect of the
Instruments of the relevant Series, against the Issuer, 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 the provisions contained herein or of the
Instruments or Coupons of the relevant Series which shall be proposed by
the Issuer;  (c)power to sanction any proposal by the Issuer for the exchange or
substitution for the Instruments of the relevant Series of, or the
conversion of those Instruments into, shares, stock, bonds, debentures,
debenture stock or other obligations or securities of the Issuer or any other
body corporate formed or to be formed otherwise than in accordance with any
provisions of the Conditions applicable to the Instruments of the relevant Series;  (d)power
to assent to any modification of the provisions contained in the Instruments or
the Coupons of the relevant Series, the Conditions thereof, this  70


Schedule, the
Fiscal Agency Agreement or the Deed of Covenant executed by the Issuer which
shall be proposed by the Issuer;  (e)power to waive or authorise any breach or proposed breach by the
Issuer of its obligations under the Conditions applicable to the Instruments of
the relevant Series or any act or omission which might otherwise
constitute an event of default under the Conditions applicable to the
Instruments of the relevant Series;  (f)power to authorise the Fiscal Agent, the Registrar or any other
person to concur in and execute and do all such deeds, instruments, acts and
things as may be necessary to carry out and give effect to any Extraordinary
Resolution;  (g)power
to give any authority, direction or sanction which under the Conditions
applicable to the Instruments of the relevant Series is required to be
given by Extraordinary Resolution;  (h)power
to appoint any persons (whether holders of Instruments or not) as a committee
or committees to represent the interests of the holders of Instruments in
respect of the Instruments of the relevant Series and to confer upon such
committee or committees any powers or discretions which such holders of
Instruments could themselves exercise by Extraordinary Resolution; and  (i)power to approve other security as contemplated by Condition 4.01.  Provided that the special quorum provisions contained
in the provisos to paragraphs 5 and 6 shall apply in relation to any
Extraordinary Resolution for the purpose of making modification of the
provisions contained in the Instruments or the Coupons of any Series or
the Conditions applicable thereto which:  (i)varies the date of maturity or any date of redemption of any of the
Instruments of the relevant Series or any date for payment of any
principal or interest in respect thereof; or  (ii)reduces or cancels the principal amount of the Instruments of the
relevant Series or any amount payable thereon, varies any provision
regarding the calculation of the rate of interest or any other amount payable
thereon or varies the rate of discount, rate of amortisation or any other rate
of return applicable thereto; or  (iii)modifies
the provisions contained in this Schedule concerning the quorum required at any
meeting of holders of Instruments in respect of the Instruments of the relevant
Series or any adjournment thereof or concerning the majority required to
pass an Extraordinary Resolution; or  (iv)varies
the currency in which any payment (or other obligation) in respect of the
Instruments of the relevant Series is to be made; or  (v)amends
this proviso in any manner.  19.An
Extraordinary Resolution passed at a meeting of the holders of Instruments in
respect of the Instruments of the relevant Series duly convened and held
in accordance with  71


these presents
shall be binding upon all the holders of Instruments of the relevant Series,
whether present or not present at such meeting, and upon all the holders of all
Coupons in respect of Instruments of the relevant Series and each of the
holders of Instruments and Coupons shall, in respect of the Instruments of that
Series, be bound to give effect thereto accordingly. The passing of any such
resolution shall be conclusive evidence that the circumstances of such
resolution justify the passing thereof.  20.The
expression Extraordinary Resolution when
used in these presents means a resolution passed at a meeting of the holders of
Instruments in respect of the Instruments of the relevant Series duly
convened and held in accordance with the provisions contained herein by a
majority consisting of not less than three-fourths of the votes cast thereon.  21.Minutes of
all resolutions and proceedings at every such meeting as aforesaid shall be
made and duly entered in books to be from time to time provided for that
purpose by the Issuer and any such minutes as aforesaid, if purporting to be
signed by the chairman of the meeting at which such resolutions were passed or
proceedings transacted or by the chairman of the next succeeding meeting of the
holders of Instruments in respect of the Instruments of the relevant Series,
shall be conclusive evidence of the matters therein contained and, until the
contrary is proved, every such meeting in respect of the proceedings of which
minutes have been made and signed as aforesaid shall be deemed to have been
duly convened and held and all resolutions passed or proceedings transacted
thereat to have been duly passed and transacted.  22.So long as
the relevant Instruments are represented by a global instrument, for the
purposes of this Schedule the holder of the global instrument shall be deemed
to be two persons holding or representing such principal amount of Instruments
as are, at the relevant time, represented by such global instrument.  23.Any
Instruments which have been purchased or are held by (or on behalf of) the
Issuer or any affiliate of the Issuer or ABB Ltd or any subsidiary of ABB Ltd
but which have not been cancelled shall, unless or until resold, be deemed not
to be outstanding for the purposes of this Schedule.  72


THE SIXTH
SCHEDULE  FORM OF DEED OF ASSUMPTION  This Deed of Assumption is made on
[        ], [   ]
between [          ] (the Issuer), a company incorporated under the laws of
[          ] whose
registered/principal office is situated at
[          ] and
[          ] (the Substituted Debtor) a company incorporated in
[          ] whose
registered/principal office is situated at
[          ].  WHEREAS:  (A)The Issuer has
issued [insert aggregate principal amount and title of the
Instruments] (the Instruments,
each holder of such Instruments being an Instrumentholder)
[and any interest coupons attached to such Instruments (the Coupons, each holder of such Coupons being a Couponholder)] pursuant to a Fiscal Agency Agreement dated
17 December 2008 (the Fiscal Agency Agreement)
between Fortis Banque Luxembourg S.A., (the Fiscal Agent),
the Issuer, the other companies named therein as issuers and the paying agents
and registrars named therein.  (B)The Issuer
proposes, pursuant to Condition 15 of the Terms and Conditions of the
Instruments (the Conditions) to
substitute the Substituted Debtor as principal debtor in respect of the
Instruments.  NOW THIS DEED WITNESSETH AS FOLLOWS:  1.The
Substituted Debtor hereby agrees that, with effect from and including the
effective date hereof, it shall be the Issuer for all purposes in respect of
the Instruments and the Coupons and accordingly it shall assume all the
obligations and liabilities and shall be entitled to all the rights and
benefits on the part of the Issuer contained therein.  2.The
Substituted Debtor hereby acknowledges and agrees that, with effect from and
including the effective date hereof:  (a)the Issuer is released from all its liabilities, in its capacity as
issuer of the Instruments, in respect of the Instruments; and  (b)the
Conditions are amended in accordance with the Schedule hereto.  3.The
Substituted Debtor and the Issuer hereby jointly and severally agree that the
existing [Temporary Global Instrument, Permanent Global Instrument, Registered
Instrument(s) or, as the case may be, Definitive Instruments] shall
continue in full force and effect on the understanding that, with effect from
and including the effective date hereof:  (a)all references to [Name of Issuer]
shall be read and construed as references to the Substituted Debtor; and  (b)the
Conditions shall be amended as set out in the Schedule hereto, together with
any other consequential amendments which may be appropriate in order to
preserve the rights of the Instrumentholders and (if any) Couponholders.  73


4.(A)The Substituted Debtor and the Issuer hereby acknowledge and
covenant that the benefit of the undertakings and the covenants binding upon
them contained in this Deed of Assumption shall be for the benefit of each and
every Instrumentholder and (if any) Couponholder whether or not such
Instrumentholder or Couponholder was an initial subscriber of such Instrument
and each Instrumentholder and (if any) Couponholder shall be entitled severally
to enforce the said obligations against the Substituted Debtor.  (B)This
Deed of Assumption shall be deposited with and held by the Fiscal Agent and the
Substituted Debtor, and the Issuer and the Substituted Debtor hereby
acknowledge the right of every Instrumentholder and Couponholder to production
of this Deed of Assumption and upon request and payment of the expenses
incurred in connection therewith, the production of a copy hereof certified by
the Fiscal Agent to be a true and complete copy.  5.The
illegality, invalidity or unenforceability of any provision of this Deed of
Assumption under the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other jurisdiction nor the
legality, validity or enforceability of any other provision.  6.This
Deed of Assumption may only be amended in the same way as the other Conditions
of the Instruments are capable of amendment pursuant to the Fifth Schedule of
the Fiscal Agency Agreement.  7.(A)This Deed of Assumption and all non-contractual obligations arising
out of or in connection with this Deed of Assumption shall be governed by and
construed in accordance with the laws of England.  (B)The Courts of England are to have jurisdiction to settle any
disputes which may arise out of or in connection with this Deed of Assumption
or any non-contractual obligations arising out of or in connection with this
Deed of Assumption and accordingly any legal action or proceedings arising out
of or in connection with this Deed of Assumption (Proceedings)
may be brought in such courts. Each of the Substituted Debtor and the Issuer
irrevocably submits to the jurisdiction of such courts and waives any objection
to Proceedings in such courts whether on the ground of venue or on the ground
that the Proceedings have been brought in an inconvenient forum. These
submissions are for the benefit of each of the Instrumentholders and the
Couponholders and shall not limit the right of any of them to take Proceedings
in any other court of competent jurisdiction nor shall the taking of
Proceedings in any one or more jurisdictions preclude the taking of Proceedings
in any other jurisdiction (whether concurrently or not).  (C)Each
of the Substituted Debtor and the Issuer irrevocably appoints ABB Limited at
its registered office (presently at Daresbury Park, Daresbury, Warrington WA4
4BT, Cheshire) as its authorised agent for service of process in England in
respect of any Proceedings. If for any reason such agent shall cease to be such
agent for service of process or shall no longer have a registered office in
England, the Substituted Debtor and the Issuer shall appoint another  74


agent for service of process in England within
twenty-one days and if the Issuer and/or the Substituted Debtor fails to make
any such appointment within twenty-one days, the Fiscal Agent shall be entitled
to appoint such a person by notice to the Issuer and/or the Substituted Debtor.  IN WITNESS
whereof this Deed has been executed by and on behalf of the parties hereto as
of the day and year first above written.  EXECUTED as a deed under Seal by
  )[the Substituted Debtor]
  )acting by
  [          ] and
  [          ]
  )in the presence of:
  )  Witness:  Name:  Address:  Occupation:  Witness:  Name:  Address:  Occupation:  75


EXECUTED as a deed under Seal by
  )[the Issuer]
  )acting by
  [          ] and
  [          ]
  )in the presence of:
  )  Witness:  Name:  Address:  Occupation:  Witness:  Name:  Address:  Occupation:  76


THE
SCHEDULE  Post-Substitution
Amendments to the Conditions of
the Instruments of the relevant Series  1.Following
any substitution pursuant to Condition 15, the Conditions of the Instruments of
the relevant Series shall apply as if all references to the Issuer
therein were to the Substituted Debtor.  2.In the
event that ABB Ltd shall become the Substituted Debtor the Conditions shall
apply with the following further amendments:  (i)Conditions
4.02, 4.03 and Condition 7.01(v) shall not apply to such Instruments;  (i)the
words ... its obligation set out in Condition 4.02 ... to ... performance or
observance of any of its other... in lines 1 to 5 of Condition 7.01(ii) shall
be deleted and replaced by the word any;  (ii)Condition
15 shall not apply to such Instruments and, in respect of such Instruments,
shall be deemed to be replaced with the following:  the
Issuer may be replaced, and any direct or indirect subsidiary of the Issuer may
be substituted for the Issuer, as principal debtor in respect of the
Instruments, without the consent of the Holders of the Instruments or Coupons.
If the Issuer shall determine that any such subsidiary shall become the
principal debtor (in such capacity, the Substituted Debtor),
the Issuer shall give not less than 30 nor more than 45 days notice, in
accordance with Condition 14, to the Holders of the Instruments of such event
and, immediately on the expiry of such notice, the Substituted Debtor shall
enter into a Deed of Assumption, the form of which is set out in the Sixth
Schedule to the Fiscal Agency Agreement and become the principal debtor in
respect of the Instruments in place of the Issuer and the Holders of the
Instruments shall thereupon cease to have any rights or claims whatsoever
against the Issuer. However, no such substitution shall take effect (i) until
such Substituted Debtor shall have entered into a keep-well agreement with ABB
Ltd substantially in the form of other keep-well agreements entered into by ABB
Ltd with certain of its direct or indirect subsidiaries, (ii) until such
Substituted Debtor shall have executed a deed of covenant substantially in the
form of the Deed of Covenant, (iii) in any case, until the Substituted
Debtor shall have provided such documents as may be necessary to make the Deed
of Assumption, the  Instruments, the
Fiscal Agency Agreement, such deed of covenant and such keep-well agreement the
legal, valid and binding obligations of, as appropriate, the Substituted Debtor
and ABB Ltd together with legal opinions, either unqualified or subject only to
normal, usual or appropriate qualifications and assumptions to the effect that
the Deed of Assumption, the Instruments, the Fiscal Agency Agreement, such deed
of covenant and such keep-well agreement are legal, valid and binding
obligations of, as appropriate, ABB Ltd and the Substituted Debtor, (iv) the
Substituted Debtor shall have obtained all necessary governmental and  77


regulatory
approvals and consents, if any, for the substitution, and (v) the
Substituted Debtor shall have appointed the process agent appointed by the
Issuer in Condition 18.3 as its agent in England to receive service of process
on its behalf in relation to any legal action or proceedings arising out of or
in connection with the Instruments and the Coupons. Upon any such substitution,
the Instruments and Coupons will, if necessary, be deemed to be modified in all
appropriate respects.  78


THE SEVENTH SCHEDULE  Regulations
Concerning Transfers Of Registered Instruments And Exchanges Of Bearer
Instruments For Registered InstrumentS  1.Each
Registered Instrument shall be in a principal amount equal to the minimum
denomination specified in the relevant Pricing Supplement or an integral
multiple thereof.  2.The
Registered Instruments are transferable in a principal amount equal to the
minimum denomination specified in the relevant Pricing Supplement or an
integral multiple thereof by execution of the form of transfer endorsed under
the hand of the transferor or of a duly appointed attorney on its behalf or,
where the transferor is a corporation, under its seal or signed on its behalf
by its duly appointed attorney or a duly authorised officer or officers of the corporation.
In this Schedule transferor shall where the context permits or requires
include joint transferors and be construed accordingly.  3.The
Registered Instrument to be transferred must be delivered for registration to
the specified office of the Registrar accompanied by such other evidence
(including legal opinions) as the Registrar may reasonably require to prove the
title of the transferor or his right to transfer the Registered Instrument and
his identity and, if the form of transfer is executed by some other person on
his behalf or in the case of the execution of a form of transfer on behalf of a
corporation by an officer or officers or an attorney, the authority of that
person or those persons to do so. The signature of the person effecting a
transfer of a Registered Instrument shall conform to any list of duly
authorised specimen signatures supplied by the registered holder or be
certified by a recognised bank, notary public or in such other manner as the
Registrar may require.  4.The
executors or administrators of a deceased holder of a Registered Instrument
(not being one of several joint holders) and in the case of the death of one or
more of joint holders the survivor or survivors of such joint holders shall be
the only persons recognised by the Issuer as having any title to such
Registered Instruments.  5.Any
person becoming entitled to Registered Instruments in consequence of the death
or bankruptcy of the holder of such Registered Instruments may, upon producing
such evidence that he holds the position in respect of which he proposes to act
under this paragraph or of his title as the Issuer shall require (including
legal opinions), be registered himself as the holder of such Registered
Instruments or, subject to the preceding paragraphs as to transfer, may
transfer such Registered Instruments. The Issuer and the Registrar may retain
any amount payable upon the Registered Instruments to which any person is so
entitled until such person shall be so registered or shall duly transfer the Registered
Instruments.  6.Unless
otherwise requested by him and agreed by the Issuer, the holder of Registered
Instruments or the holder of Bearer Instruments, the subject of a request for
an exchange for Registered Instruments shall be entitled to receive only one
Registered Instrument in respect of his holding or in respect of the Bearer
Instruments, the subject of a particular request for an exchange.  79


7.The
joint holders of a Registered Instrument shall be entitled to one Registered
Instrument only in respect of their joint holding which shall, except where
they otherwise direct, be delivered to the joint holder whose name appears
first in the Register in respect of the joint holding.  8.Where
there is more than one transferee (to hold other than as joint holders),
separate forms of transfer (obtainable from the specified office of the
Registrar) must be completed in respect of each new holding.  9.Where
a holder of a Registered Instrument has transferred part only of his holding
comprised therein there shall be delivered to him a Registered Instrument in
respect of the balance of such holding.  10.The
Issuer, the Registrar and the Fiscal Agent shall, save in the case of the issue
of replacement Registered Instruments, make no charge to the holders for the
registration of any holding of Registered Instruments or any transfer of
Registered Instruments or in respect of any exchange of Bearer Instruments for
Registered Instruments or for the issue of any Registered Instruments or for
the delivery of Registered Instruments at the specified office of the
Registrar.  11.Subject
always to the terms and conditions applicable to the Instruments of the
relevant Series, the Registrar will within three Relevant Banking Days of the
transfer date or the exchange date applicable to a transfer of Registered
Instruments or an exchange of Bearer Instruments for Registered Instruments
make available at its specified office a new Registered Instrument in respect
of the Registered Instrument transferred or in respect of Bearer Instruments
the subject of a request for an exchange for Registered Instruments. In the
case of a transfer of part only of a Registered Instrument, a new Registered
Instrument in respect of the balance of the Registered Instrument transferred
will be so delivered to the transferor.  80


THE EIGHTH SCHEDULE  THE SPECIFIED 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:  Fortis Banque (Suisse) S.A. 20, Bd. des Philosophes CH-1211
Genève 4 Switzerland  Tel:+41 (0) 58 322 0349 Fax:+41 (0) 58 322 0457 SWIFT:MPCHCHGG  81


SIGNATURESABB CAPITAL B.V.By:
  ALFRED STORCK
  
  By:
  BRIAN VAN REIJNFORTIS BANQUE LUXEMBOURG S.A.as Fiscal Agent andPrincipal
  RegistrarBy:
  NICOLAS OGDEN
  
  By:
  JEAN-CLAUDE BAULISCHFORTIS BANQUE (SUISSE) S.A.as Paying AgentBy:
  ALEXANDER HEUSS
  
  By:
  SERGE GRANDJEAN
  82