**Exhibit 2.4**

 

|  | ** ** | **LIMITED  LIABILITY PARTNERSHIP** |
|--|------------|------------------------------------|

 

**EXECUTION COPY**

 

 

**ABBINTERNATIONAL FINANCE LIMITED**

 

as issuer

 

**PROGRAMMEFOR THE ISSUANCE OF DEBT INSTRUMENTS**

 

 

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**AMENDED AND RESTATED DEALERSHIP AGREEMENT**

 

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**8 December2005**

 

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**CONTENTS**

 
| **Clause**  | ** **                                                                                                                                                        | **Page**   |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **  | ** **                                                                                                                                                        | ** ** |
| 1.          | Definitions                                                                                                                                                       |       | 1 |
|        |                                                                                                                                                              |       |   |
| 2.          | Issuance  Of Instruments                                                                                                                                          |       | 4 |
|        |                                                                                                                                                              |       |   |
| 3.          | Representations,  Warranties And Undertakings By The Issuer And ABB Ltd                                                                                           |       | 7 |
|        |                                                                                                                                                              |       |   |
| 4.          | Undertakings  By The Dealers                                                                                                                                      |       | 16 |
|        |                                                                                                                                                              |       |   |
| 5.          | Indemnity                                                                                                                                                         |       | 17 |
|        |                                                                                                                                                              |       |   |
| 6.          | Costs  And Expenses                                                                                                                                               |       | 19 |
|        |                                                                                                                                                              |       |   |
| 7.          | Notices  And Communications                                                                                                                                       |       | 20 |
|        |                                                                                                                                                              |       |   |
| 8.          | Changes  In Dealers                                                                                                                                               |       | 21 |
|        |                                                                                                                                                              |       |   |
| 9.          | Increase  In Authorised Amount                                                                                                                                    |       | 21 |
|        |                                                                                                                                                              |       |   |
| 10.         | Change  In Issuers                                                                                                                                                |       | 22 |
|        |                                                                                                                                                              |       |   |
| 11.         | Law  And Jurisdiction                                                                                                                                             |       | 23 |
|        |                                                                                                                                                              |       |   |
| 12.         | Modification  And Amendment                                                                                                                                       |       | 23 |
|        |                                                                                                                                                              |       |   |
| 13.         | Counterparts                                                                                                                                                      |       | 23 |
|        |                                                                                                                                                              |       |   |
| 14.         | Contracts  (Rights Of Third Parties) Act 1999                                                                                                                     |       | 23 |
|        |                                                                                                                                                              |       |   |
| SCHEDULE  1 | SELLING  RESTRICTIONS                                                                                                                                             |       | 24 |
|        |                                                                                                                                                              |       |   |
| SCHEDULE  2 | CONDITIONS  PRECEDENT                                                                                                                                             |       | 2 |
|        |                                                                                                                                                              |       |   |
| SCHEDULE  3 | DEALER  ACCESSION LETTER                                                                                                                                          |       | 30 |
|        |                                                                                                                                                              |       |   |
| SCHEDULE  4 | SPECIMEN  FORM OF RECORD OF RELEVANT AGREEMENT APPROPRIATE WHERE A GROUP OF DEALERS ARE  JOINTLY AND SEVERALLY AGREEING TO SUBSCRIBE FOR THE RELEVANT INSTRUMENTS |       | 32 |
|        |                                                                                                                                                              |       |   |
| SCHEDULE  5 | NOTICE  OF INCREASE OF AUTHORISED AMOUNT                                                                                                                          |       | 34 |
|        |                                                                                                                                                              |       |   |
| SCHEDULE  6 | UNDERTAKING  FROM NEW ISSUER                                                                                                                                      |       | 35 |
|        |                                                                                                                                                              |       |   |
| SCHEDULE  7 | NOTICE  DETAILS                                                                                                                                                   |       | 36 |
|             |                                                                                                                                                                   |            |  |  |

 

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**THIS AMENDED AND RESTATEDDEALERSHIP AGREEMENT** is made on 8 December 2005 and replaces theAmended and Restated Dealership Agreement dated 24 November 2004.

 

**BETWEEN**

 

(1)         **ABBINTERNATIONAL FINANCE LIMITED**(“**AIFLTD**”)(the “**Issuer**” which expressionshall include any New Issuer (as defined in Clause 10.2) which has become aparty to this Agreement as an Issuer and shall exclude any entity which shallhave ceased to be a party to this Agreement as an Issuer);

 

(2)         **ABBLTD**; and

 

(3)         **MORGANSTANLEY & CO. INTERNATIONAL LIMITED**(the “**Dealer**”, which expression shall include anyinstitution(s) appointed as a dealer in accordance with Clause 8.1(b), togetherwith the Dealer, the “**Dealers**”and, save as specified herein, excludes any institution(s) whose appointment asa Dealer has been terminated in accordance with Clause 8.1(a)) provided thatwhere any such institution has been appointed as Dealer in relation to aparticular Tranche (as defined below) of Instruments, the expression “Dealer”or “Dealers” shall only mean or include such institution in relation to suchTranche).

 

**WHEREAS**

 

(A)        The Issuerestablished a programme (the “**Programme**”)for the issuance of debt instruments (the “**Instruments**”,which expression shall refer only to those debt instruments issued under theProgramme), in connection with which Programme they entered into a dealershipagreement dated 10 March 1993, as amended and restated on 24 November 2004 (the“**Original Dealership Agreement**”),the Fiscal Agency Agreement and executed and delivered the Deed of Covenant.

 

(B)         ABB Ltd has givencertain undertakings to the Issuer pursuant to a keep-well agreement effectiveas of 31 March 2000 (the “**Keep-Well Agreement**”),which expressions shall include, where the context so admits, any keep-wellagreement between ABB Ltd and a New Issuer. The Keep-Well Agreement is not a guarantee by ABB Ltd of theInstruments.

 

(C)         Instruments may beissued on a listed or unlisted basis. The Issuer has made an application to SWX Swiss Exchange (“**SWX**”) for the approval of theProgramme.  For a period of twelve monthsfollowing such approval Instruments issued under the Programme can be submittedfor listing on SWX.

 

(D)        The parties heretowish to record the arrangements agreed between them in relation to the sale bythe Issuer and the purchase by Dealers from time to time of Instruments.

 

**IT IS AGREED** asfollows:

 

1.           **DEFINITIONS**

 

1.1         For the purposes ofthis Agreement:

 

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“**thisAgreement**” includes any amendment or supplement hereto (includingany supplemental agreement executed pursuant to Clause 8.1(b) and anyundertaking executed pursuant to Clause 10.2(i)) and the expressions ‘herein’and ‘hereto’ shall be construed accordingly;

 

“**AnnualReport**” means the most recently published publicly available auditedfinancial statements of the Issuer or, as the case may be, ABB Ltd, whetherconsolidated or non-consolidated (including the report of the auditorsthereon);

 

“**AuthorisedAmount**” means the amount of United States Dollars (“**U.S.$**”) 5,250,000,000 or such other amountas may have been authorised pursuant to Clause 9 hereof;

 

a “**Condition**”means the terms and conditions of the Instruments as appearing in theInformation Memorandum or, in relation to any Tranche or Series of Instruments,such terms and conditions as the same may be amended or supplemented orreplaced as described in the relevant Pricing Supplement or Pricing Supplementsand any reference to a numbered “Condition” is to the correspondingly numberedprovision thereof; and “**Terms and Conditions**”should be construed accordingly;

 

“**ConstitutiveDocuments**” means the constitutional documents of the Issuer or ABBLtd, being (in the case of AIFLTD) its memorandum and articles of associationand, in the case of ABB Ltd, the extract from the Swiss Commercial Register (“**Handelsregister**”) and its articles ofincorporation;

 

“**Deed ofCovenant**” means the deed of covenant dated 10 March 1993 andexecuted by the Issuer, as the same may be amended or supplemented from time totime and includes, where the context so admits, any deed of covenant executedby a New Issuer and “**Deed of Covenant**”means in relation to any Issuer, the Deed of Covenant executed and delivered byit;

 

“**Fiscal Agent**”means Fortis Banque Luxembourg S.A. in its capacity as fiscal agent, whichexpression shall include any successor(s) thereto;

 

“**FiscalAgency Agreement**” means the fiscal agency agreement dated 10 March1993 made between the Issuer, the Fiscal Agent, the Paying Agents and theRegistrars, as amended and restated on 8 December 2005 and as further amendedor supplemented from time to time;

 

“**FSMA**”means the Financial Services and Markets Act 2000;

 

“**InformationMemorandum**” means the information memorandum dated 8 December 2005prepared in connection with the application for Instruments to be approved bySWX, together with any information incorporated therein by reference, as thesame may be amended, supplemented, updated and/or substituted from time to timeand any further information memorandum prepared in connection with the admissionto the listing, trading and/or quotation of the Instruments on any otherlisting authority, stock exchanges and/or quotation system on which anyInstruments may from time to time be admitted to listing, trading and/orquotation (as such further information

 

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memorandum may be amended, supplemented,updated and/or substituted from time to time);

 

“**ListingAgent**” means Homburger in its capacity as listing agent, whichexpression shall include any successor(s) thereto;

 

“**Londonbusiness day**” means a day on which commercial banks are open forbusiness in London (including dealings in foreign exchange and foreign currencydeposits);

 

“**PayingAgents**” means Banque MeesPierson BGL S.A. in its capacity as payingagent, which expression shall include the Fiscal Agent and any substitute oradditional paying agents appointed in accordance with the Fiscal AgencyAgreement;

 

“**PricingSupplement**” means a pricing supplement prepared in relation to therelevant Tranche on the basis of the form in the Information Memorandum;

 

“**RelevantAgreement**” means an agreement (oral or in writing) between theIssuer, ABB Ltd and any Dealer(s) for the sale by the Issuer and the purchaseas principal by such Dealer(s) (or on such other basis as may be agreed betweenthe Issuer, ABB Ltd  and the relevantDealer(s) at the relevant time) of any Instruments;

 

“**RelevantDealer**” means, in relation to a Relevant Agreement which is madebetween the Issuer, ABB Ltd and more than one Dealer, the institution specifiedas such in the Pricing Supplement and/or such Relevant Agreement; and, inrelation to a Relevant Agreement which is made between the Issuer, ABB Ltd anda single Dealer, such Dealer;

 

“**Registrars**”means Fortis Banque Luxembourg S.A. and “**Registrar**”means, in relation to any Series of Instruments in registered form, thePrincipal Registrar as specified in the relevant Pricing Supplement;

 

“**Series**”means a Tranche of Instruments or Tranches of Instruments which are identicalexcept that the issue date, the first payment of interest and, if so specifiedin the relevant Pricing Supplement, the denomination thereof may be different(and save that a Series may comprise Instruments in bearer form and Instrumentsin registered form);

 

a “**subsidiary**”of the Issuer or ABB Ltd means a company the financial statements of which are,in accordance with applicable law and generally accepted accounting principles,consolidated with those of the Issuer or, as the case may be, ABB Ltd;

 

“**StabilisingManager**” means, in relation to any Tranche of Instruments, theDealer specified as the Stabilising Manager in the Pricing Supplement relatingto such Tranche;

 

“**Tranche**”means Instruments, the terms of which are identical (whether as to currency,interest, maturity or otherwise), which are the subject of the same Pricing

 

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Supplement and which have the same issue date(save that a Tranche may comprise Instruments in bearer form and Instruments inregistered form); and

 

“**TransparencyDirective**” means a European Union Directive implementing theEuropean Commission’s proposal for a Directive of the European Parliament andof the Council on the harmonisation of transparency requirements with regard toinformation about issues whose securities are admitted to trading on aregulated market in the European Union (2003/0045 (COD)).

 

## 1.2           The Original Dealership Agreement shall be amended and restated on theterms of this Agreement.  Any Instrumentsissued on or after the date of this Agreement shall be issued pursuant to thisAgreement.  This does not affect anyInstruments issued prior to the date of this Agreement.  Subject to such amendment and restatement,the Original Dealership Agreement shall continue in full force and effect.

 

# 2.             **ISSUANCE OF INSTRUMENTS**

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## 2.1           The Issuer, ABB Ltd and the Dealer(s) agrees that any Instruments whichmay from time to time be agreed between the Issuer, ABB Ltd and any Dealer(s)to be issued by the Issuer and purchased by such Dealer(s) shall be issued andpurchased on the basis of, and in reliance upon, the representations andwarranties, undertakings and indemnities made or given or provided to be madeor given in this Agreement or in writing in any Relevant Agreement or inwriting in any other agreement between the Issuer, ABB Ltd and the Dealer(s) inrespect of the relevant Instruments. Unless otherwise agreed, neither the Issuer nor any Dealer is or shallbe under any obligation to sell or, as the case may be, purchase anyInstruments.

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## 2.2           Upon the conclusion of any Relevant Agreement and subject as provided inClause 2.3:

 

(a)           theRelevant Dealer shall promptly confirm the terms of the Relevant Agreement tothe Issuer (with a copy to the Fiscal Agent or, if the Relevant Agreementrelates to the sale of Instruments in registered form, the Registrar) inwriting (by letter, telex or fax);

 

(b)          the Issuershall promptly confirm, as appropriate, such terms to the Fiscal Agent or, asthe case may be, the Registrar in writing, and the Relevant Dealer or, if suchDealer so agrees with the Issuer, the Issuer will prepare a Pricing Supplementin relation to the relevant Instruments for approval (such approval not to beunreasonably withheld or delayed) by the Issuer or, as the case may be, the RelevantDealer and for execution on behalf of the Issuer and the relevant Dealer(s);

 

(c)           the Issuershall on the agreed date of issue of the relevant Instruments procure the issueof such Instruments in the relevant form (subject to amendment and completion)scheduled to the Fiscal Agency Agreement and shall procure their delivery to orto the order of the relevant Dealer(s);

 

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(d)          theDealer(s) shall for value on the agreed date of issue of the relevant Instrumentsprocure the payment of the net subscription moneys therefor (namely the agreedissue or sale price thereof plus any accrued interest and less any agreedcommissions, concessions or other agreed deductibles) to or to the order of theIssuer by credit transfer to such account as may have been specified by or onbehalf of the Issuer to the Relevant Dealer for the purpose; and

 

(e)           where asingle Dealer has agreed with the Issuer to subscribe a particular tranchepursuant to this Clause 2, if requested by the Relevant Dealer in relation tosuch Tranche the Issuer, ABB Ltd and the Relevant Dealer shall enter into asubscription agreement based on the form set out in Schedule 4 to thisAgreement or such other form as may be agreed between the Issuer, ABB Ltd andthe Relevant Dealer.

 

## 2.3           The obligations of the Dealer(s) under Clause 2.2(d) are conditionalupon:

 

(a)           the agreement by theIssuer and the Relevant Dealer to the terms of the relevant Pricing Supplement;

 

(b)           the execution of therelevant Pricing Supplement by or on behalf of the Issuer and the relevantDealer(s) and the delivery of a copy thereof to each party;

 

(c)           the delivery to or tothe order of the Dealer(s) of the temporary global instrument representing therelevant Instruments and/or, as the case may be, the relevant Instruments inregistered form to be held to the order of the Issuer pending receipt by theIssuer of the net subscription moneys payable to it in respect of the relevantInstruments;

 

(d)           there having been, inthe opinion of the Relevant Dealer acting in good faith, since the date of theRelevant Agreement, no adverse change in the financial condition of the Issueror of ABB Ltd and its subsidiaries taken as a whole that is material in thecontext of issuance under the Programme nor, since the date of the RelevantAgreement, any change in the rating accorded by an internationally recognisedrating agency to any security of the Issuer or ABB Ltd nor a change which has amaterial adverse effect on the financial condition of the Issuer or of ABB Ltdand its subsidiaries taken as a whole;

 

(e)           the truth andcorrectness in all material respects of the representations and warranties onthe part of the Issuer and ABB Ltd contained herein or in writing in anyRelevant Agreement or in writing in any other agreement between the Issuer, ABBLtd and the relevant Dealer(s) in respect of the relevant Instruments and therehaving been no event rendering untrue or incorrect in any material respect anyof such representations or warranties as though they had been made and given onthe date of the Relevant Agreement and on the agreed date of issue of therelevant Instruments, with reference in each case to the facts andcircumstances then subsisting;

 

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(f)            neither the Issuernor ABB Ltd being in material breach of any of its undertakings set out hereinor in writing in any Relevant Agreement or in writing in any other agreementbetween the Issuer, ABB Ltd and the relevant Dealer(s) in respect of the relevantInstruments;

 

(g)           there having been,since the date of the Relevant Agreement and in the opinion of the RelevantDealer acting in good faith, no such change in national or internationalfinancial, political or economic conditions or currency exchange rates orexchange controls as would, in its view, be likely to prejudice materially theplacement, offering, distribution or sale of the relevant Instruments (whetherin the primary market or in respect of dealings in the secondary market);

 

(h)           the Dealers acting ingood faith being satisfied that all authorisations, consents, approvals,filings and registrations, if any, required by any jurisdiction to which theIssuer or ABB Ltd is subject or in the country of origin of the currency orcurrencies in which the relevant Instruments are denominated or payable orrequired because of the term or other characteristics of the relevantInstruments, having been obtained and being in full force and effect or havingbeen effected and, where relevant, certified translations thereof into Englishhaving been supplied to the Relevant Dealer; and

 

(i)            (in the case ofInstruments which are to be listed on SWX and/or which are to be listed on suchother stock exchange as may have been agreed between the Issuer, ABB Ltd andthe relevant Dealer(s)) SWX having approved the Programme.

 

## 2.4           The Relevant Dealer, on behalf of itself only, or, as the case may be,the other Dealer(s) party to the Relevant Agreement in question may, in itsabsolute discretion, waive any of the conditions set out in Clause 2.3 inwriting to the Issuer in so far only as they relate to an issue of Instrumentsby the Issuer to such Dealer(s) and any condition so waived shall be deemed tohave been satisfied as regards such Dealer(s) alone.  If any of the conditions set out in Clause2.3 are not satisfied or, as the case may be, waived by the Relevant Dealer onor before the issue date of any relevant Tranche, the Relevant Dealer shall,subject as mentioned below, be entitled to terminate the Relevant Agreementand, in that event, the parties to such Relevant Agreement shall be releasedand discharged from their respective obligations thereunder (except for anyrights or liabilities which may have arisen pursuant to Clauses 3, 4, 5 or 6 ofthis Agreement).

 

## 2.5           If the Relevant Dealer, in connection with the distribution of anyTranche of Instruments, offers Instruments in excess of the aggregate principalamount to be issued or effects transactions with a view to stabilising ormaintaining the market price of the Instruments at levels other than thosewhich might otherwise prevail in the open market, it shall not in doing so bedeemed to act as agent of the Issuer but rather as principal.  The Issuer will not as a result of any actiontaken by such Dealer, under

 

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## this Clause be obliged to issueInstruments in excess of the aggregate amount of Instruments agreed to beissued, nor shall the Issuer be liable for any loss, or entitled to any profit,arising from any excess offers or stabilisation.

 

## 2.6           The Dealer specified as the Stabilising Manager in the PricingSupplement relating to any Tranche of Instruments (or any duly appointed personacting for such Stabilising Manager) may over-allot or effect transactions witha view to supporting the market price of the Instruments of the Series of whichsuch Tranche forms part at a level higher than that which might otherwiseprevail.  However, there is no obligationon the Stabilising Manager (or any agent of the Stabilising Manager) to dothis.  Such stabilising, if commenced,may be discontinued at any time.  Suchstabilising shall be conducted in accordance with all applicable laws and rules.  Any loss or profit sustained as a consequenceof any such over-allotment or stabilising shall, as against the Issuer, be forthe account of the Stabilising Manager.

 

# 3.             **REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THEISSUER AND ABB LTD**

 

## 3.1           The following representations and warranties shall be made or given bythe Issuer and ABB Ltd, as appropriate, on the date hereof, on each date onwhich the Information Memorandum is amended, supplemented, updated and/orsubstituted and, in respect of each Tranche of Instruments agreed ascontemplated herein to be issued and purchased, on the issue date and on thedate on which the Relevant Agreement is made (it being understood that anyrepresentations and warranties made with respect to a Tranche of Instruments ontheir issue date and on the date the Relevant Agreement relating thereto ismade shall be applicable only to the Instruments to be issued and sold on suchissue date or pursuant to such Relevant Agreement, as the case may be, and thatthe representations and warranties made by the Issuer at any such date are madeonly by the Issuer which issues such Instruments or executes such RelevantAgreement), in each case, with reference to the facts and circumstances thensubsisting:

 

(a)           each of the Issuerand ABB Ltd is duly incorporated and validly existing under the laws of itsjurisdiction of incorporation, with full power and authority to conduct theirrespective businesses as described in the Information Memorandum;

 

(b)

(i)            the Issuer is and wasempowered to enter into and comply with all provisions of this Agreement, theFiscal Agency Agreement, the Deed of Covenant, the Keep-Well Agreement and theRelevant Agreement, to issue and sell the relevant Instruments (in relation toeach Tranche of Instruments agreed as contemplated herein to be issued by theIssuer and purchased by the relevant Dealer(s)) and to undertake and to performthe obligations expressed to be assumed by it herein and therein;

 

(ii)           ABB Ltd is and wasempowered to enter into and comply with all provisions of this Agreement andthe Relevant Agreement and to

 

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undertake and to perform the obligationsexpressed to be assumed by it herein and therein;

 

(c)

(i)            this Agreement, theFiscal Agency Agreement, the Deed of Covenant and the Keep-Well Agreement havebeen duly authorised, executed and delivered by the Issuer and constitute validand legally binding obligations of the Issuer in accordance with theirrespective terms and (in relation to each Tranche of Instruments agreed ascontemplated herein to be issued and purchased) the Relevant Agreement inrespect of such Instruments constitutes valid and legally binding obligationsof the Issuer in accordance with its terms;

 

(ii)           this Agreement andthe Relevant Agreement, when duly executed, in respect of such Instruments eachconstitute valid and legally binding obligations of ABB Ltd in accordance withits terms;

 

(d)           (in relation to eachTranche of Instruments agreed as contemplated herein to be issued andpurchased) the Instruments have been duly authorised by the Issuer and, whenduly executed, authenticated and delivered in accordance with the Fiscal AgencyAgreement will constitute valid and legally binding obligations of the Issuerin accordance with their terms;

 

(e)           ABB Ltd is and was atthe date of execution of the Keep-Well Agreement with the Issuer, empowered toenter into and comply with all the provisions of the Keep-Well Agreement andthe Keep-Well Agreement constitutes a valid and legally binding obligation ofABB Ltd in accordance with its terms;

 

(f)            (in relation to eachTranche of Instruments agreed as contemplated herein to be issued andpurchased), the obligations of the Issuer in respect of the Instruments of therelevant Series will, subject to Condition 4.01 headed “Negative Pledge”,constitute unsecured and unsubordinated obligations and shall at all times rankpari passu in right of payment and without any preference amongthemselves.  The payment obligations ofthe Issuer under the Instruments of the relevant Series shall (subject toCondition 4.01) at all times rank at least equally with all other present andfuture unsecured and unsubordinated obligations of the Issuer other than anyobligations preferred by law;

 

(g)           all necessaryactions, authorisations, conditions and things required to be taken, given,fulfilled and done by the Issuer and/or ABB Ltd, as the case may be, (includingany necessary registrations and consents) have been or, in relation to eachTranche of Instruments agreed as contemplated herein to be issued andpurchased, will, on the date of issue of the relevant Instruments, have beentaken, given, fulfilled and done in connection with:

 

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(i)            the issue of theInformation Memorandum and the distribution of the Information Memorandum andthe relevant Pricing Supplement in accordance with the provisions set out inSchedule 1 hereto;

 

(ii)           the execution anddelivery by the Issuer of, and the compliance by the Issuer with the provisionsof, this Agreement, the Fiscal Agency Agreement and the Deed of Covenant;

 

(iii)          the execution anddelivery by ABB Ltd of, and the compliance by ABB Ltd with the provisions of,this Agreement;

 

(iv)          in relation to eachTranche of Instruments of the Issuer agreed as contemplated herein to be issuedand purchased, the entry into of, and the compliance with the provisions of,the Relevant Agreement, the creation and issue of the relevant Instruments andthe offering of the relevant Instruments in accordance with the terms of thisAgreement and the Fiscal Agency Agreement;

 

(v)           the execution anddelivery of, and the compliance with the provisions of, the Keep-Well Agreementby the Issuer and ABB Ltd;

 

(vi)          the carrying out ofthe various procedures and the performance of all other acts contemplated bythe Relevant Agreement, this Agreement, the Fiscal Agency Agreement, the Deedof Covenant and the Keep-Well Agreement;

 

and will be in full forceand effect;

 

(h)           the matters referredto in paragraph (g) above do not and will not conflict with or result in abreach of any existing provisions of the laws or regulations of the country orstate of incorporation of the Issuer, ABB Ltd or their respective ConstitutiveDocuments nor of any agreement or other instrument or restriction whetherstatutory, contractual or otherwise, to which either of the Issuer or ABB Ltdis party or by which it or any of its assets is bound;

 

(i)            the financialstatements and other financial information contained in the Annual Report ofthe Issuer and incorporated by reference in the Information Memorandum presentfairly the financial position (consolidated where relevant) of the Issuer and,where relevant, its subsidiaries as of the dates of such statements orinformation and the results of operations and the changes in financial position(consolidated where relevant) of the Issuer and, where relevant, itssubsidiaries for the periods they cover or to which they relate and suchfinancial statements and information have been prepared in accordance with anyrelevant statutory requirements and with generally accepted accountingprinciples in the United States or in its jurisdiction of incorporation appliedon a consistent basis throughout the periods involved (unless and to the extentotherwise stated therein);

 

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(j)            the consolidatedfinancial statements of ABB Ltd and its subsidiaries contained in the AnnualReport of ABB Ltd and incorporated by reference in the Information Memorandumwere in conformity with accounting principles generally accepted in the UnitedStates and with Swiss law, such consolidated financial statements presentfairly the consolidated financial position of ABB Ltd and its subsidiaries asat the dates of such statements and the results of their operations and thechanges in their financial position for the periods they cover or to which theyrelate;

 

(k)           the capitalisationtables and other financial information and statistical data relating to theIssuer and ABB Ltd in the Information Memorandum present fairly the informationshown therein and have been compiled on a basis consistent with that of therelevant financial statements and other financial information contained in theAnnual Report of the Issuer or, as the case may be, ABB Ltd; the auditors whoreported upon the audited financial statements and other financial informationincluded in the Annual Report of the Issuer or, as the case may be, ABB Ltd areappropriately qualified in the country in which the Issuer or, as the case maybe, ABB Ltd is incorporated and are independent of the Issuer or, as the casemay be, ABB Ltd;

 

(l)            the informationcontained in the Information Memorandum is true and accurate in all materialrespects and not misleading and to the best of its knowledge and belief thereare no other facts the omission of which would make any statement thereinmisleading in any material respect and all reasonable enquiries have been madeto verify the accuracy of such information and the opinions and intentionsexpressed therein are honestly held and, in relation to each Tranche ofInstruments agreed as contemplated herein to be issued and purchased, theInformation Memorandum together with the relevant Pricing Supplement containsall the information which is material in the context of the issue of suchInstruments;

 

(m)          save as otherwisedisclosed in the Information Memorandum, neither the Issuer nor ABB Ltd and itssubsidiaries taken as a whole is involved in any litigation or arbitrationproceedings which would be expected to have a material adverse effect on thebusiness of the ABB Group taken as a whole in the context of the Programme nor,so far as the Issuer or ABB Ltd is aware, is any such litigation or arbitrationpending or threatened;

 

(n)           since the last day ofthe period in respect of which the Annual Report of the Issuer or ABB Ltd hasbeen prepared, there has, save as may be disclosed in the InformationMemorandum, to the best of the knowledge and belief of the Issuer and ABB Ltd,been no material adverse change in the financial condition (consolidated whererelevant) of the Issuer or of ABB Ltd and its subsidiaries taken as a whole nora change which has a material adverse effect on the financial condition of theIssuer or of ABB Ltd and its subsidiaries taken as a whole;

 

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(o)           (in relation to anyTranche of Instruments agreed as contemplated herein to be issued andpurchased), as of the issue date of the relevant Instruments, the aggregateprincipal amount outstanding (as defined in the Fiscal Agency Agreement) (expressedin United States dollars) of Instruments issued under the Programme will notexceed the Authorised Amount and for this purpose (i) Instruments denominatedin a currency other than United States dollars shall be converted into UnitedStates dollars using the spot rate of exchange for the purchase of the relevantcurrency against payment of United States dollars being quoted by the FiscalAgent on the date on which the Relevant Agreement in respect of the relevantInstruments was made or such other rate as the Issuer and the Dealers mayagree, (ii) any Instruments which provide for an amount less than the principalamount thereof to be due and payable upon redemption following an event ofdefault in respect of such Instruments shall have a principal amount equal totheir nominal amount and (iii) the currency in which any Instruments arepayable, if different from the currency of their denomination, shall bedisregarded;

 

(p)           (in relation to anyTranche of Instruments agreed as contemplated herein to be issued andpurchased) no event exists which, had such Instruments been issued, would (orwith the giving of notice, or the lapse of time, or both, would) constitute an“Event of Default” as defined in the Terms and Conditions of the relevantInstruments; and

 

(q)           (in relation to eachTranche of Instruments agreed as contemplated herein to be issued andpurchased) neither the Issuer nor any of its affiliates (as defined in Rule 405under the United States Securities Act of 1933 as amended (the “**Securities Act**”) nor any person (other thanany Dealer or any person acting on its behalf as to whom the Issuer makes norepresentation) acting on behalf of the Issuer or any of its affiliates hasengaged or will engage in any directed selling efforts (as defined inRegulation S under the Securities Act) with respect to such Instruments, andthe Issuer, any affiliate of the Issuer and all persons (other than any Dealeror any person acting on its behalf as to whom the Issuer makes norepresentation) acting on its or their behalf with respect to such Instrumentshave complied and will comply with the offering restrictions requirements ofRegulation S under the Securities Act with respect thereto and neither theIssuer nor any person (other than any Dealer or any person acting on its behalfas to whom the Issuer makes no representation) acting on its behalf has engagedor will engage, in any form of general solicitation or general advertising (asthose terms are used in Rule 502(c) under the Securities Act) in connectionwith any offer or sale of Instruments in the United States.

 

## 3.2           The Issuer and ABB Ltd undertake to and agree with the Dealer(s) andeach of them, in respect of each Tranche of Instruments agreed as contemplatedherein to be issued and purchased, that it shall:

 

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(a)           unless the same iscapable of remedy and is forthwith remedied, forthwith notify the RelevantDealer of anything which, prior to payment of the net subscription moneys beingmade to the Issuer on the agreed date of issue of the relevant Instruments, hasor may have rendered or will or may render untrue or incorrect in any materialrespect any of the representations and warranties made by or on behalf of theIssuer and/or ABB Ltd in respect thereof as if they had been made or given onthe date of the Relevant Agreement and on the agreed date of issue of therelevant Instruments;

 

(b)           in relation to eachTranche of Instruments agreed by the Issuer, ABB Ltd and the relevant Dealer(s)to be listed on SWX and/or on any other listing authority, stock exchangesand/or quotation system as may have been agreed between the Issuer, ABB Ltd andthe relevant Dealer(s), cause the Listing Agent to procure the listing of therelevant Instruments on SWX and/or on such other listing authority, stockexchanges and/or quotation system and to maintain the same until none of suchInstruments is outstanding provided, however, that if it should beimpracticable or unduly burdensome to maintain such admission to listing,trading and/or quotation, each of the Issuer and ABB Ltd shall use itsreasonable endeavours to procure and maintain as aforesaid an admission tolisting, trading and/or a quotation for the relevant Instruments on such otherlisting authority stock exchanges and/or quotation systems as it and therelevant Dealer(s) decide;

 

(c)           not and will causeits respective affiliates (as defined in Regulation 501(b) of Regulation Dunder the Securities Act) not to sell, offer for sale or solicit offers to buyor otherwise negotiate in respect of any security (as defined in the SecuritiesAct) in a manner which would require the registration of the Instruments issuedby the Issuer under the Securities Act;

 

(d)           procure, in relationto any Tranche of Instruments which is to be listed on SWX and/or any otherlisting authority, stock exchanges and/or quotation system, if required, thatthe relevant Pricing Supplement is lodged with SWX and/or with such otherlisting authority, stock exchanges and/or quotation system by the time requiredby SWX or such other listing authority, stock exchanges and/or quotationsystem;

 

(e)           in accordance withthe terms thereof, cause the Fiscal Agent to ensure that any Instrument intemporary global or, as the case may be, permanent global form is exchanged forInstrument(s) in permanent global or, as the case may be, definitive and/or (inthe case of a Series comprising Instruments in bearer and registered form andif so specified in the relevant Pricing Supplement) registered form and any talonissued in respect of any Instrument in definitive form is exchanged inaccordance with the Terms and Conditions of the relevant Instruments forfurther coupons;

 

(f)            in relation to anyInstruments in respect of which any Dealer is appointed as the agent of theIssuer for the purposes of calculating any rate or amount of

 

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interest or other redemption amount applicableto such Instruments, indemnify such Dealer in its capacity as such agent in thesame manner as set out in Clause 13.4 of the Fiscal Agency Agreement, *mutatis mutandis;*and

 

(g)           in respect of anyTranche of Instruments which must be redeemed before the first anniversary ofthe date of its issue, the Issuer will issue such Instruments only if thefollowing conditions apply (or the Instruments can otherwise be issued withoutcontravention of section 19 of the FSMA):

 

(i)    *Sellingrestrictions*: each Relevant Dealer represents, warrants and agreesin the terms set out in sub-clause (b) of the United Kingdom sellingrestriction in Schedule 1 (*SellingRestrictions - United Kingdom*); and

 

(ii)   *Minimumdenomination*: the redemption value of each such Instrument is notless than £100,000 (or an amount of equivalent value denominated wholly orpartly in a currency other than sterling), and no part of any Instrument may betransferred unless the redemption value of that part is not less than £100,000(or such an equivalent amount).

 

3.3           The Issuer and ABB Ltd undertake toand agree with the Dealer(s) it shall:

 

(a)

(i)    in the case of theIssuer, comply (and for this purpose shall ensure that all necessary action istaken and all necessary conditions are fulfilled) with all applicable laws,regulations, policies and guidelines (as amended from time to time) of anygovernmental and regulatory authorities or central bank relevant in the contextof the issue of any Instruments and the performance of and compliance with itsobligations thereunder, under this Agreement, the Fiscal Agency Agreement, theKeep-Well Agreement and the Deed of Covenant, and shall submit (or procure thesubmission on its behalf of) such reports or information and shall make (orprocure that there is made on its behalf) such registrations and filings as mayfrom time to time be required for compliance with such laws, regulations,policies and guidelines and shall procure that Instruments shall have suchmaturities and denominations as may from time to time be required forcompliance with all applicable laws, regulations, policies and guidelines;

 

(ii)   in the case of ABBLtd, comply (and for this purpose shall ensure that all necessary action istaken and all necessary conditions are fulfilled) with all applicable laws,regulations, policies and guidelines (as amended from time to time) of any governmentaland regulatory authorities or central bank relevant in the context of the issueof any Instruments and the performance of and compliance with its obligationsthereunder, under this Agreement and the Keep-Well Agreement, and shall submit(or procure the submission on its behalf of) such reports or

 

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information and shallmake (or procure that there is made on its behalf) such registrations andfilings as may from time to time be required for compliance with such laws,regulations, policies and guidelines and shall procure that Instruments shallhave such maturities and denominations as may from time to time be required forcompliance with all applicable laws, regulations, policies and guidelines;

 

(b)           in connection withthe proposed issuance of Instruments, notify any Dealer promptly upon requestby such Dealer of the aggregate principal amount of Instruments of the Issuerthen outstanding (expressed in United States dollars) under the Programme andfor this purpose sub-paragraphs (i) to (iii) of Clause 3.1(o) shall apply;

 

(c)           in connection withthe proposed issuance of Instruments, from time to time deliver to each Dealera certified copy of any document which amends or supersedes any of its ConstitutiveDocuments and a certified copy of any resolution of its board of directors or,as the case may be, managing directors or other governing body which amends orsupersedes the resolution in respect of the Issuer or ABB Ltd, as the case maybe, referred to in the Information Memorandum;

 

(d)           deliver to eachDealer a copy of each document lodged by or on behalf of the Issuer or ABB Ltd,as the case may be, in relation to the Programme or any Instruments with SWX orwith such other listing authority, stock exchanges and/or quotation system onwhich Instruments shall then be admitted to listing, trading and/or quotation(other than Pricing Supplements) as soon as practicable after it has beenlodged and a copy of each document made available for inspection at the officesof any Paying Agent (as detailed in the Information Memorandum) as soon as thesame shall have become so available;

 

(e)           without prejudice toparagraph (d) above, as soon as the same become publicly available, deliver toeach Dealer a copy of its Annual Report and in the case of ABB Ltd, a copy ofits Annual Report and interim financial reports;

 

(f)            supply (or procurethe supply) to each Dealer addressed to all Dealers (whether or not (in thecase of sub-paragraphs (ii) or (iii) below) any such Dealer is participating inthe relevant issuance of Instruments) legal opinions as set out in Schedule 2to this Agreement, comfort letters or agreed upon procedures letters on thefollowing bases:

 

(i)    (unless,in any case, a legal opinion in respect of ABB Ltd or, as the case may be, theIssuer addressed to all the Dealers shall have been provided during the periodof twelve months ended on such anniversary) legal opinions in respect of theIssuer or, as the case may be, ABB Ltd on each anniversary of the date on whichsuch legal opinions were

 

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signedand delivered in connection with the original establishment of the Programme,and, on each date which falls twelve calendar months after the provision of thelast legal opinion in respect of ABB Ltd or, as the case may be, the Issuer;

 

(ii)   a legalopinion in respect of ABB Ltd, upon the issuance by the Issuer of anyInstruments agreed as contemplated herein to be issued and purchased;

 

(iii)  (unlessotherwise stated in the Relevant Agreement) an auditors’ comfort letter oragreed upon procedures letter in respect of ABB Ltd and the Issuer and a legalopinion in respect of the Issuer (from suitable lawyers qualified in Englishlaw) upon the issuance by the Issuer of Instruments agreed as contemplatedherein to be sold and purchased in transactions in which it is customary underthen existing market practice to provide updated auditors’ agreed uponprocedures letters or legal opinions in light of, inter alia, the size of thetransaction, the nature of the distribution or changes in the financialposition of the Issuer or ABB Ltd and its subsidiaries taken as a whole;

 

(iv)  a legalopinion in respect of, as relevant, the Issuer and/or ABB Ltd from suitable lawyersqualified in English or, as relevant Swiss, law if requested by any Dealer inrelation to any material change or proposed material change to any of thisAgreement, the Fiscal Agency Agreement or the Deed of Covenant or the Keep-WellAgreement, or any change or proposed change in applicable law or regulationrelating to the issuance of Instruments affecting in any material respect theIssuer or ABB Ltd, this Agreement, the Fiscal Agency Agreement or the Deed ofCovenant or the Keep-Well Agreement;

 

(g)           so long as anyInstrument remains outstanding, the Issuer will not modify, amend or terminatethe Keep-Well Agreement where such modification, amendment or termination wouldhave an adverse effect upon any holder of any Instrument or Coupon, nor willthe Issuer waive, or fail to take all reasonable steps to ensure that ABB Ltdcomplies with its obligations under the Keep-Well Agreement (except where suchwaiver or failure would not have an adverse effect upon any holder of anyInstrument or Coupon);

 

(h)           in the case of theIssuer, not consent to any amendment to the Fiscal Agency Agreement which maymaterially adversely affect the interests of any Dealer or any holder of anyInstrument or Coupon;

 

(i)            in the case of theIssuer, without prejudice to the provisions of paragraphs (g) and (h) above,give to each Dealer at least fifteen days’ prior notice in writing of anyproposed amendment to the Fiscal Agency Agreement, the Deed of Covenant and theKeep-Well Agreement (whether or not adversely affecting the interests of anyDealer or any holder of any Instrument or Coupon);

 

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(j)            from time to timedeliver to each Dealer a certificate as to the names and signatures of thosepersons who are authorised to act on behalf of the Issuer, or, as the case maybe, ABB Ltd in relation to the Programme; and

 

(k)           prepare or procurethe preparation of an amendment or supplement to the Information Memorandum orpublish a new information memorandum as may from time to time be required to beprepared by law or by the requirements of any relevant listing authority, stockexchanges and/or quotation system or, without prejudice to the generality ofthe foregoing, if, while Instruments are offered under the Programme, thereshall occur any adverse change in the financial condition of the Issuer or ABBLtd and its subsidiaries taken as a whole that is material in the context ofissuance under the Programme (in the case of ABB Ltd and its subsidiaries takenas a whole, being a change which might reasonably be expected to affect thedecision of a person considering whether to provide finance to the Issuer inreliance on the existence of the relevant Keep-Well Agreement), which is notreflected in the Information Memorandum.

 

3.4           The rights and remedies conferred upon anyDealer (or other indemnified person) under this Clause shall continue in fullforce and effect notwithstanding the completion of the arrangements set outherein for the issue, sale and purchase of the relevant Instruments andregardless of any investigation made by such Dealer (or other indemnifiedperson).

 

**4.****            ****UNDERTAKINGS BY THE DEALERS**

 

4.1           Each Dealer undertakes to the Issuer and ABBLtd that in relation to each Tranche of Instruments agreed as contemplatedherein to be sold and purchased:

 

(a)           it will comply withthe provisions set out in Schedule 1 hereto it being agreed that, subject tocompliance by the Issuer with its obligations under paragraphs (b), (c), (d)and (e) of Clause 3.2 and paragraphs (a) and (k) of Clause 3.3 and not being inbreach of any of the representations and warranties on its part contained inparagraphs (a) to (e), (g), (h), (l), (o) and (q) of Clause 3.1, the Issuershall not have any responsibility in respect of the legality of any Dealer offeringand selling Instruments in any jurisdiction or in respect of the Instrumentsqualifying for sale in any jurisdiction;

 

(b)           in relation to eachTranche of Instruments agreed as contemplated herein to be sold and purchasedit will make no public announcement (except for an initial announcement onReuters in the form typically appearing on Reuters) with regard to the Issueror ABB Ltd or the issue or sale of the Instruments without the written consentof the Issuer, which consent shall not be unreasonably withheld or delayed;

 

(c)           it will make norepresentation and supply no information regarding the Issuer, ABB Ltd or anyof their respective subsidiaries or the Instruments in connection with theissue or sale of the Instruments other than the form

 

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(including the terms and conditions) of theInstruments, the Fiscal Agency Agreement, the Deed of Covenant and theKeep-Well Agreement and other than any information contained in or extractedfrom any public information (including for the avoidance of doubt, theInformation Memorandum) or as is approved in writing for such purpose by theIssuer, without the written consent of the Issuer, which consent shall not beunreasonably withheld or delayed; and

 

(d)           it will certifyforthwith to the Issuer the date on which it has completed its distribution ofeach Tranche of Instruments.

 

## 4.2           The obligations of the Dealers hereunder are several.  In addition each of the Dealers agrees thatMorgan Stanley & Co. International Limited has only acted in anadministrative capacity to facilitate the establishment and/or maintenance ofthe Programme and has no responsibility to it for (a) the adequacy, accuracy,completeness or reasonableness of any representation, warranty, undertaking,agreement, statement or information in the Information Memorandum, any PricingSupplement, this Agreement or any information provided in connection with theProgramme or (b) the nature and suitability to it of all legal, tax andaccounting matters and all documentation in connection with the Programme orany Tranche.

 

## 5.             **INDEMNITY**

 

## 5.1           The Issuer and ABB Ltd undertake to and agree with the Dealers and eachof them that if such Dealer or any of its officers, directors or employees andeach person by whom it is controlled for the purposes of the Securities Act(each a “**Relevant Party**”) incursany direct claim, demand, action, liability, damages and loss and anyreasonable cost or expense (including, without limitation, reasonable legalfees and any applicable value added tax) (a “**Loss**”)as a result or arising out of or in relation to or in connection with anybreach (or any allegation by a person other than any Dealer or any officer,director or employee or controlling person of any Dealer of any breach) of therepresentations and warranties made by it herein or in writing in any RelevantAgreement or in writing in any other agreement between the Issuer, ABB Ltd andthe relevant Dealer(s) in respect of any Instruments agreed to be sold andpurchased hereunder or any breach or alleged breach of any of the undertakingsgiven by it herein or in writing in any Relevant Agreement or in writing in anyother agreement between the Issuer, ABB Ltd and the relevant Dealer(s) inrespect of any Instruments agreed to be sold and purchased hereunder the Issueror, as the case may be, ABB Ltd shall pay to such Dealer an amount equal tosuch Loss.  No Dealer shall have any dutyor obligation, whether as fiduciary for any Relevant Party or otherwise, torecover any such payment for such Relevant Party or to account to such RelevantParty for any amounts paid to such Dealer under this Clause 5.1.

## ** **

## 5.2           If any action, proceeding, claim or demand shall be brought or assertedagainst any Dealer (or any of its officers, directors or employees or anyperson by whom it is controlled for the purposes of the Securities Act) inrespect of which indemnity may be sought from the Issuer or, as the case maybe, ABB Ltd as herein provided, such

 

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## Dealer shall promptly notify theIssuer or, as the case may be, ABB Ltd in writing thereof.

##  

## 5.3           The Issuer or, as the case may be, ABB Ltd shall have the option toassume the defence thereof with legal advisers in each relevant jurisdictionreasonably satisfactory to the relevant Dealer (who shall not without the priorwritten consent of such Dealer also be legal advisers to the Issuer or, as thecase may be, ABB Ltd).  If the Issuer or,as the case may be, ABB Ltd so assumes the defence and retains such legaladvisers, such Dealer shall bear the fees and expenses of any additional legaladvisers retained by it in any relevant jurisdiction.  If the Issuer or, as the case may be, ABB Ltddoes not elect to assume the defence or fails to employ legal advisers in anyrelevant jurisdiction reasonably satisfactory to such Dealer to represent suchDealer within a reasonable time after notice of commencement of the action, itwill reimburse such Dealer for the reasonable fees and expenses of any legaladvisers retained by such Dealer.  Aftertimely notice from the Issuer or, as the case may be, ABB Ltd of its electionso to assume the defence thereof, the Issuer or, as the case may be, ABB Ltdwill not be liable to such Dealer under this Clause 5.3 for any legal expensessubsequently incurred by such Dealer in connection with the defence thereofother than the reasonable costs of investigation.  The Issuer or, as the case may be, ABB Ltdshall not be liable to indemnify any Dealer for any settlement of any such actioneffected without the written consent of the Issuer or, as the case may be, ABBLtd which consent shall not be unreasonably withheld or delayed.

##  

## 5.4           The rights and remedies conferred upon any Dealer (or other indemnifiedperson) under this Clause shall continue in full force and effectnotwithstanding the completion of the arrangements set out herein for theissue, sale and purchase of the relevant Instruments and regardless of anyinvestigation made by such Dealer (or other indemnified person).

##  

## 5.5           Each Dealer undertakes with the Issuer and ABB Ltd that if the Issuerand/or ABB Ltd or any of their respective officers, directors or employees andeach person by whom either of the Issuer or ABB Ltd is controlled incurs anydirect claim, demand, action, liability, damages and loss and any reasonablecost or expense (including, without limitation, reasonable legal fees and anyapplicable value added tax) (a “**Loss**”)as a result or arising out of, or in relation to, or in connection with anybreach (or any allegation by a person other than the Issuer, ABB Ltd, anyofficer, director, employee or controlling person of the Issuer or ABB Ltd ofany breach) of any of the warranties, undertakings and agreements made by itherein or in any Relevant Agreement or in writing in any other agreement inrespect of any Instruments whether arising before or after the completion ofthe subscription and issue of the relevant Instruments then such Dealer shallpay to the Issuer or, as the case may be, ABB Ltd an amount equal to suchLoss.  The provisions of Clauses 5.3 and5.4 with respect to the conduct and settlement of actions shall apply *mutatis mutandis* to this indemnity.

 

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## 6.                                       **COSTSAND EXPENSES**

##  

## 6.1                                 The Issuer is, failingwhich ABB Ltd is, responsible for payment of the proper costs, charges andexpenses (and any applicable value added tax):

 

(a)                                incurred by it or ofany legal, accountancy and other professional advisers retained and instructedby it in connection with the establishment of the Programme, the preparation ofthe Information Memorandum, the preparation, production and delivery of thisAgreement, the Fiscal Agency Agreement, the Deed of Covenant and any other documentconnected with the Programme or the performance of and compliance by it withany of its obligations or without prejudice to Clause 5.5, the exercise of itsrights under this Agreement, the Fiscal Agency Agreement, the Deed of Covenantor the Keep-Well Agreement;

 

(b)                               of any legal,accountancy or other professional advisers retained and instructed by it inrespect of any Instruments issued by it and any document prepared in connectiontherewith;

 

(c)                                of and incidental tothe setting, proofing, printing and distribution of the Information Memorandumand any Pricing Supplements provided that where such costs, charges andexpenses are incurred by (a) person(s) other than the Issuer or ABB Ltd, theprior written approval of the Issuer and/or ABB Ltd to the incurrence of suchcosts, charges and expenses shall have been obtained;

 

(d)                               of and incidental tothe setting, proofing, printing, checking and initial delivery of anyInstruments (whether in global or definitive bearer form or in registered form)including inspection and authentication provided that where such costs, chargesand expenses are incurred by (a) person(s) other than the Issuer or ABB Ltd,the prior written approval of the Issuer and/or ABB Ltd to the incurrence ofsuch costs, charges and expenses shall have been obtained;

 

(e)                                incurred at any timein connection with the listing of Instruments on SWX or on such other listingauthority, stock exchanges and/or quotation system on which any Instruments mayfrom time to time be admitted to listing, trading and/or quotation and themaintenance of any such admission to listing, trading and/or quotation providedthat where such costs, charges and expenses are incurred by (a) person(s) otherthan the Issuer or ABB Ltd, the prior written approval of the Issuer and/or ABBLtd to the incurrence of such costs, charges and expenses shall have beenobtained; and

 

(f)                                  of any advertisingagreed upon between the Issuer, ABB Ltd or any of them and the Dealers or anyof them.

 

## 6.2                                 As between the Issuer,ABB Ltd and the Dealer(s), the Issuer is, failing which ABB Ltd is, responsiblefor the payment of the proper costs, charges and expenses (and any applicablevalue added tax):

 

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(a)                                  incurredby ABB Ltd or of any legal, accountancy and other professional advisersretained and instructed by ABB Ltd in connection with the establishment of theProgramme, the preparation of the Information Memorandum, the preparation,production and delivery of this Agreement, the Fiscal Agency Agreement, theDeed of Covenant and any other document connected with the Programme or theperformance of and compliance by it with any of its obligations under theKeep-Well Agreement; and

 

(b)                                 of anylegal, accountancy or other professional advisers retained and instructed by itin respect of any Instruments issued by such Issuer and any document preparedin connection therewith;

 

## 6.3                                 The Issuer, failingwhich ABB Ltd, shall be responsible for the payment of all stamp, registrationand other taxes and duties (including any interest and penalties thereon or inconnection therewith) which may be payable upon or in connection with theexecution and delivery of this Agreement and the Fiscal Agency Agreement, theDeed of Covenant executed by the Issuer and/or ABB Ltd, as the case may be, andthe issue or initial sale or delivery by the Issuer of Instruments of theIssuer and the execution and delivery by it and/or ABB Ltd, as the case may be,of each Pricing Supplement and any other document to which the Issuer and/orABB Ltd, as the case may be, is/are party entered into in connection with theProgramme or any Instruments of the Issuer and shall indemnify each Dealeragainst any direct claim, demand, action, loss, liability and damages and anyreasonable cost or expense (including, without limitation, reasonable legalfees and any applicable value added tax) which it may incur as a result orarising out of or in relation to any failure to pay or delay in paying any ofthe same.

 

# 7.                                       **NOTICESAND COMMUNICATIONS**

 

## 7.1                                 All notices andcommunications hereunder shall be made in writing (by letter (first class mail,in the case of inland post and airmail, in the case of cross border post),telex or fax) and shall be sent to the addressee at the address, telex numberor fax number specified against its name in Schedule 7 to this Agreement (or,in the case of a Dealer not originally party hereto, specified by notice to theIssuer, ABB Ltd and the other Dealers at or about the time of its appointmentas a Dealer) and for the attention of the person or department thereinspecified (or as aforesaid) or, in any case, to such other address, telexnumber or fax number and for the attention of such other person or departmentas the addressee has by prior notice to the sender specified for the purpose.

 

## 7.2                                 Whenever a notice orother communication shall be given as aforesaid by telex or fax it shall bedeemed received (subject, in the case of telex, to a confirmed answer backbeing received at the end of the transmission and, in the case of fax, toconfirmation being received at the end of the transmission) on the day ofdispatch provided that if the time of despatch is after 3.00 p.m. (local timeof the recipient) on any day which is a business day (in the place of the recipient)or any time on a day which is not a business day (in the place of therecipient), it shall be deemed to have been received on

 

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## the next business day (in the placeof the recipient) and whenever a notice or other communication is sent by postas aforesaid it shall be deemed received three days (in the case of inlandpost) or seven days (in the case of cross border post) after being posted in aproperly prepaid envelope and whenever a notice or other communication isdelivered by hand, it shall be deemed received upon actual delivery.

 

# 8.                                       **CHANGESIN DEALERS**

##  

## 8.1                                 The Issuer and/or ABBLtd may:

 

(a)                                  by tendays’ notice in writing to any Dealer, terminate the right of such Dealer toremain a Dealer under this Agreement (but without prejudice to any rights,liabilities, duties or obligations accrued or incurred on or before theeffective date of termination and in particular the validity of any existingagreement for the sale and purchase of any Instruments); and/or

 

(b)                                 nominateany reputable institution, which may include the Issuer and/or ABB Ltd, as anew Dealer hereunder either generally in respect of the Programme or inrelation to a particular Tranche of Instruments, in which event upon theexecution by such institution of a supplemental agreement in the terms set outin Schedule 3 to this Agreement or in terms acceptable to the other partieshereto such institution shall, subject as provided below, become a party heretowith all the authority, rights, powers, duties and obligations of a Dealerhereunder either generally in respect of the Programme or in relation to aparticular Tranche of Instruments provided always that an institution which hasbecome a Dealer in relation to a particular Tranche of Instruments shall not beentitled to the benefit of the undertakings of the Issuer and ABB Ltd containedin Clause 3.3 and Clause 5.1, except for those contained in paragraphs(a), (f)(ii) and (iii), (g), (h), (i) and (k) of Clause 3.3 and the provisionsof Clauses 8, 9 and 10 shall not apply to any such Dealer.

 

## 8.2                                 Any Dealer may, by tendays’ written notice to the Issuer and ABB Ltd, resign as a Dealer under thisAgreement (but without prejudice to any rights, liabilities, duties orobligations accrued or incurred on or before the effective date of resignationand in particular the validity of any existing agreement for the sale andpurchase of any Instruments).

##  

## 8.3                                 The Issuer or ABB Ltdwill notify the Dealers and the Fiscal Agent of any change in the identity ofthe Dealers appointed generally in respect of the Programme as soon asreasonably practicable thereafter.

#  

# 9.                                       **INCREASEIN AUTHORISED AMOUNT**

##  

## 9.1                                 The Issuer and/or ABBLtd may, subject to the provisions of Clause 9.2 below, from time to time, bygiving at least twenty days’ notice by letter in substantially the form set outin Schedule 5 to this Agreement to the Dealer, (with a copy to the PayingAgents and the Registrars), inform the Dealer that the Authorised Amount beincreased and, the Dealer will be deemed to have given its consent to theincrease in the

 

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## Authorised Amount, whereupon allreferences in this Agreement shall be to the increased Authorised Amount.

##  

## 9.2                                 No increase shall beeffective unless and until (i) the Dealer shall have received (a) certifiedtrue copies (and, if applicable, English translations) of the resolution of theboard of directors or, as the case may be, board of managing directors or othergoverning body of the Issuer and ABB Ltd authorising the increase in theAuthorised Amount, (b) the documents and confirmations described in paragraphs4 and 10 of Schedule 2 to this Agreement and (c) confirmation of the approvalof the Programme in respect of Instruments up to the new Authorised Amount onSWX and any amendment or supplement to the Information Memorandum prepared inconnection therewith and (ii) the Issuer and ABB Ltd shall have complied withall legal and regulatory requirements, if any, necessary for the issuance of Instrumentsup to the new Authorised Amount and shall have provided to the Dealer suchevidence of compliance the Dealer may reasonably require.

#  

# 10.                                 **CHANGEIN ISSUERS**

##  

## 10.1                           The Issuer may, providedthat at such time it is not party to a Relevant Agreement in respect of whichthe related Instruments have not as yet been issued, from time to time by 10days’ written notice to the Dealer cease, subject to the following provisionsof this Clause, to be an Issuer in respect of the Programme.

 

If, upon the expiry of such notice period, theIssuer does not have outstanding any Instruments then, with effect from thedate of the expiry of such notice period such Issuer shall cease to be a partyto this Agreement as Issuer, but without prejudice to any rights, liabilitiesor obligations accrued or incurred under this Agreement on or prior to suchdate.

 

If, upon the expiry of such notice period, theIssuer does have outstanding any Instruments, then such Issuer shall not ceaseto be a party to this Agreement unless and until ABB Ltd or a direct orindirect subsidiary of ABB Ltd shall have been substituted for and becomeprincipal debtor in respect of such Instruments or Coupons pursuant toCondition 15 of the Terms and Conditions of such Instruments, in which event suchIssuer shall cease to be party to this Agreement on the date upon which suchsubstitution shall take effect, but without prejudice to any rights,liabilities and obligations accrued or incurred under this Agreement on orprior to such date.

 

## 10.2                           The Issuer may requestthat ABB Ltd or a direct or indirect subsidiary of ABB Ltd (the “**New Issuer**”) should become an Issuer inrespect of the Programme and accordingly should be party to thisAgreement.  If such a request is made,upon the delivery to the Dealer of (i) the undertaking of the New Issuer to bebound by the provisions of this Agreement substantially in the form as set outin Schedule 6 hereto and (ii) a copy of an agreement duly executed by the NewIssuer whereby the New Issuer agrees to be bound by the Fiscal AgencyAgreement, the New Issuer shall become a party to this Agreement as iforiginally named herein as an Issuer.

 

22

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# 11.                                 **LAW ANDJURISDICTION**

##  

## 11.1                           This Agreement and eachRelevant Agreement is governed by, and shall be construed in accordance with,English law.

##  

## 11.2                           The Issuer and ABB Ltdhereby agree for the exclusive benefit of the Dealer(s) that the courts ofEngland are to have jurisdiction to settle any disputes which may arise out ofor in connection with this Agreement and any Relevant Agreement and thataccordingly any suit, action or proceedings (together referred to as “**Proceedings**”) arising out of or inconnection with this Agreement and any Relevant Agreement may be brought insuch courts.  Nothing contained in thisClause shall limit any right to take Proceedings against the Issuer or ABB Ltdin any other court of competent jurisdiction, nor shall the taking ofProceedings in one or more jurisdictions preclude the taking of Proceedings inany other jurisdiction, whether concurrently or not.

##  

## 11.3                           The Issuer and ABB Ltdhereby 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 ceasesto act as such or no longer has an address in England, the Issuer and ABB Ltdagrees to appoint a substitute process agent and notify the Dealer(s) of suchappointment and if the Issuer or ABB Ltd, as the case may be, fails to make anysuch appointment within twenty-one days, any Dealer shall be entitled toappoint such a person by notice to the Issuer or ABB Ltd, as the case may be.

##  

## 11.4                           Nothing contained hereinshall affect the right to serve process in any other manner permitted by law.

#  

# 12.                                 **MODIFICATIONAND AMENDMENT**

 

No modification or amendment of this Agreementshall be valid unless it is in writing and signed by or on behalf of each ofthe parties hereto.

 

# 13.                                 **COUNTERPARTS**

 

This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original.  Any party may enter into this Agreement bysigning any such counterpart.

 

# 14.                           **CONTRACTS(RIGHTS OF THIRD PARTIES) ACT 1999**

 

A person who is not a party to this Agreementhas no right under the Contracts (Rights of Third Parties) Act 1999 to enforceany term of this Agreement.

 

**AS WITNESS** the handsof the duly authorised representatives of the parties hereto the day and yearfirst before written.

 

23

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**SCHEDULE 1**

 

**SELLING RESTRICTIONS**

 

**United States of America**:  Each Dealer understands that the Instrumentshave not been and will not be registered under the Securities Act and may notbe offered or sold within the United States or to, or for the account or benefitof, U.S. persons except in accordance with Regulation S under the SecuritiesAct or pursuant to an exemption from the registration requirements of theSecurities Act.  Each Dealer representsthat it has offered and sold Instruments, and will offer and sell Instruments(i) as part of their distribution at any time and (ii) otherwise until 40 daysafter the completion of the distribution of Instruments of the relevantTranche, as determined and certified to the relevant Issuer by such Dealer (or,in the case of a sale of a Tranche of Instruments to or through such Dealer andone or more other Dealers, by each of such Dealers) only in accordance withRule 903 of Regulation S under the Securities Act.  Accordingly, each Dealer further representsand agrees that neither it, its affiliates nor any person, acting on its behalfhave engaged or will engage in any directed selling efforts with respect toInstruments, and that it and they have complied and will comply with theoffering restrictions requirement of Regulation S.  Each Dealer agrees that, at or prior toconfirmation of sale of Instruments, it will have sent to each distributor,dealer or person receiving a selling concession, fee or other remuneration thatpurchases Instruments from it during the distribution compliance period aconfirmation or notice to substantially the following effect:

 

“The Instruments covered hereby have not beenregistered under the U.S. Securities Act of 1933 (the “**Securities Act**”) and may not be offered andsold within the United States or to, or for the account or benefit of, U.S.persons (i) as part of their distribution at any time or (ii) otherwise untilforty days after the later of the commencement of the offering and the issuedate of the Instruments of the relevant Tranche, except in either case inaccordance with Regulation S under the Securities Act.  Terms used above have the meanings given tothem by Regulation S.”

 

Terms used in the above paragraph have themeanings given to them by Regulation S.

 

Each Dealer represents and agrees that it hasnot entered and will not enter into any written agreement with any person withrespect to any sub-underwriting, selling group or other similar arrangementrelating to the distribution or delivery of Instruments except with its affiliatesor with the prior written consent of the relevant Issuer.

 

In addition, each Dealer represents and agreesthat:

 

(i)                                     except tothe extent permitted under U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D) (the “**D Rules**”), (x) it has not offered or sold,and during the restricted period will not offer or sell, Instruments in bearerform to a person who is within the United States or its possessions or to aUnited States person, and (y) such Dealer has not delivered and will notdeliver within the United States or its possessions definitive Instruments inbearer form that are sold during the restricted period;

 

24

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(ii)                                  it has andthroughout the restricted period will have in effect procedures reasonablydesigned to ensure that its employees or agents who are directly engaged inselling Instruments in bearer form are aware that such Instruments may not beoffered or sold during the restricted period to a person who is within theUnited States or its possessions or to a United States person, except aspermitted by the D Rules;

 

(iii)                               if suchDealer is a United States person, it represents that it is acquiring theInstruments in bearer form for purposes of resale in connection with theiroriginal issuance and, if such Dealer retains Instruments in bearer form forits own account, it will only do so in accordance with the requirements of U.S.Treas. Reg. § 1.163-5(c)(2)(i)(D)(6);

 

(iv)                              withrespect to each affiliate (if any) that acquires from such Dealer Instrumentsin bearer form for the purposes of offering or selling such Instruments duringthe restricted period, such Dealer either (A) hereby represents and agrees onbehalf of such affiliate (if any) to the effect set forth in sub-paragraphs(i), (ii) and (iii) of this paragraph or (B) agrees that it will obtain fromsuch affiliate (if any) for the benefit of the relevant Issuer therepresentations and agreements contained in sub-paragraphs (i), (ii) and (iii)of this paragraph; and

 

(v)                                 it willobtain from any distributor (within the meaning of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(4)(ii)) that purchases any Instruments in bearer form fromsuch Dealer pursuant to a written contract with it (except a distributor thatis one of its affiliates or is another Dealer), for the benefit of the Issuerand each other Dealer, the representations contained in, and such distributor’sagreement to comply with, the provisions of sub- paragraphs (i), (ii), (iii)and (iv) of this paragraph insofar as they relate to the D Rules, as if suchdistributor were a Dealer hereunder.

 

Terms used in the above paragraphs have themeanings given to them by the United States Internal Revenue Code of 1986 andRegulations thereunder, including the D Rules.

 

Each issuance of index-, commodity- or currency-linkedInstruments shall be subject to additional U.S. selling restrictions as therelevant Dealer or Dealers shall agree as a term of the issuance and purchaseof such Instruments.  Each Dealer agreesthat it shall offer, sell and deliver such Instruments only in compliance withsuch additional U.S. selling restrictions.

 

**The United Kingdom**

 

Each Dealer further represents and agrees,that:

 

(a)                                  inrelation to any Instruments which have a maturity of less than one year, (i) itis a person whose ordinary activities involve it in acquiring, holding,managing or disposing of investments (as principal or agent) for the purposesof its business and (ii) it has not offered or sold and will not offer or sellany Instruments other than to persons whose ordinary activities involve them inacquiring, holding, managing or

 

25

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disposing of investments (as principal or asagent) for the purposes of their businesses or who it is reasonable to expectwill acquire, hold, manage or dispose of investments (as principal or agent)for the purposes of their businesses where the issue of the Instruments wouldotherwise constitute a contravention of Section 19 of the FSMA by the Issuer;

 

(b)                                 it hasonly communicated or caused to be communicated and will only communicate orcause to be communicated an invitation or inducement to engage in investmentactivity (within the meaning of Section 21 of the FSMA) received by it inconnection with the issue or sale of any Instruments in circumstances in whichSection 21(1) of the FSMA does not apply to the Issuer or ABB Ltd.;  and

 

(c)                                  it hascomplied and will comply with all applicable provisions of the FSMA withrespect to anything done by it in relation to any Instruments in, from or otherwiseinvolving the United Kingdom.

 

**Japan**

 

Each Dealer understands that the Instrumentshave not been and will not be registered under the Securities and Exchange Lawof Japan and, accordingly, undertakes that it will not offer or sell anyInstruments directly or indirectly, in Japan or to, or for the benefit of, anyJapanese Person or to others for re-offering or re-sale, directly orindirectly, in Japan or to any Japanese Person except under circumstances whichwill result in compliance with all applicable laws, regulations and guidelinespromulgated by the relevant Japanese governmental and regulatory authoritiesand in effect at the relevant time.  Forthe purposes of this paragraph, “**JapanesePerson**” shall mean any person resident in Japan, including anycorporation or other entity organised under the laws of Japan.

 

**European Economic Area**

 

In relation to each Member State of theEuropean Economic Area which has implemented the Prospectus Directive (each, a“Relevant Member State”), each Dealer represents and agrees, that with effectfrom and including the date on which the Prospectus Directive is implemented inthat Relevant Member State (the “Relevant Implementation Date”) it has not madeand will not make an offer of Instruments to the public in that Relevant MemberState except that it may, with effect from and including the RelevantImplementation Date, make an offer of Instruments to the public in thatRelevant Member State:

 

(a)                                  in (or inGermany, where the offer starts within) the period beginning on the date ofpublication of a prospectus in relation to those Instruments which has beenapproved by the competent authority in that Relevant Member State  or, where appropriate, approved in anotherRelevant Member State and notified to the competent authority in that RelevantMember State, all in accordance with the Prospectus Directive and ending on thedate which is 12 months after the date of such publication;

 

(b)                                 at anytime to legal entities which are authorised or regulated to operate in thefinancial markets or, if not so authorised or regulated, whose corporatepurpose is solely to invest in securities;

 

26

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(c)                                  at anytime to any legal entity which has two or more of (1) an average of at least250 employees during the last financial year; (2) a total balance sheet of morethan €43,000,000 and (3) an annual net turnover of more than €50,000,000, asshown in its last annual or consolidated accounts; or

 

(d)                                 at anytime in any other circumstances which do not require the publication by theIssuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

For the purposes of this provision, theexpression an “offer of Instruments to the public” in relation to anyInstruments in any Relevant Member State means the communication in any formand by any means of sufficient information on the terms of the offer and theInstruments to be offered so as to enable an investor to decide to purchase orsubscribe the Instruments, as the same may be varied in that Member State byany measure implementing the Prospectus Directive in that Member State and theexpression Prospectus Directive means Directive 2003/71/EC and includes anyrelevant implementing measure in each Relevant Member State.

 

**General**:  Each Dealer acknowledges that no action hasbeen or will be taken by the Issuer or any Dealer that would, or is intendedto, permit a public offer of the Instruments in any country or jurisdictionwhere any such action for that purpose is required.  Accordingly, each Dealer undertakes that itwill observe all applicable laws and regulations in each country orjurisdiction in or from which it may acquire, offer, sell or deliverInstruments or have in its possession or distribute any offering material,information memorandum, offering circular, prospectus, form of application,advertisement or other document or information.

 

Each Dealer further agrees that it will notdirectly or indirectly offer, sell or deliver any Instruments or distribute orpublish the Information Memorandum or any other offering material in or fromany country or jurisdiction except under circumstances that will, in itsreasonable belief, result in compliance with any applicable laws andregulations, including in respect of the jurisdictions set out above, and alloffers and sales of Instruments by it will be made on the foregoing terms.

 

27

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**SCHEDULE 2**

 

**CONDITIONS PRECEDENT**

 

1.                                       Acertified true copy (and, if applicable, English translation) of the ConstitutiveDocuments of the Issuer and ABB Ltd.

 

2.                                       Certifiedtrue copies (and, if applicable, English translations) of all relevantresolutions of its board of directors or, as the case may be, board of managingdirectors or other governing body of the Issuer (including any New Issuer)authorising the issuance of Instruments in an aggregate principal amount of upto the Authorised Amount applicable to the Issuer and the execution, deliveryand performance by the Issuer of the Dealership Agreement, the Fiscal AgencyAgreement, the Deed of Covenant and the Instruments.

 

3.                                       Inrelation to the Issuer and ABB Ltd, a list of the names and titles and specimensignatures of the persons authorised:

 

(a)                                to sign on behalf ofthe Issuer or ABB Ltd, as the case may be, the above-mentioned documents;

 

(b)                               to sign on behalf ofthe Issuer or ABB Ltd, as the case may be, all notices and other documents tobe delivered pursuant thereto or in connection therewith; and

 

(c)                                to take any otheraction on behalf of the Issuer or ABB Ltd, as the case may be,  in relation to the Programme.

 

4.                                       Anynecessary governmental, tax, exchange control or other approvals or consents.

 

5.                                       TheDealership Agreement, duly executed.

 

6.                                       The FiscalAgency Agreement, duly executed or a conformed copy thereof.

 

7.                                       In respectof the Issuer, the Deed of Covenant duly executed or a conformed copy thereof.

 

8.                                       Acertified copy of the relevant duly executed Keep-Well Agreement.

 

9.                                       TheInformation Memorandum and confirmation of the approval of the Programme by SWXand the issuance of Instruments by the Issuer.

 

10.                                 Legalopinions from suitable lawyers qualified in English law and internal Counsel ofABB Ltd, (in the case of the Issuer) from the legal advisers to the Issuer inGuernsey, currently Ozannes, (in the case of any New Issuer (as defined inClause 10.2)) from reputable and suitably qualified legal advisers in thejurisdiction of incorporation and, if different, tax residence of such NewIssuer.  Each legal opinion referred toabove (other than in respect of any New Issuer) to be delivered pursuant toClause 3.3(f) of the Dealership Agreement.

 

28

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11.                                 Confirmationof the ratings for the Programme obtained from applicable rating agency(ies).

 

12.                                 In relationto the Issuer and ABB Ltd, a letter from ABB Limited agreeing to act as processagent for the Issuer and ABB Ltd, as the case may be, in relation to theDealership Agreement, the Fiscal Agency Agreement, the Deed of Covenant and theInstruments.

 

29

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**SCHEDULE 3**

 

**DEALER ACCESSION LETTER**

[Date]

[New Dealer[s]]

[Address]

 

Dear Sirs,

 

**ABBINTERNATIONAL FINANCE LIMITED**

(the “**Issuer**”)

**Programmefor the Issuance of Debt Instruments**

 

We refer to the Dealership Agreement dated 10March 1993 and amended and restated on 8 December 2005 entered into in respectof the above Programme for the Issuance of Debt Instruments (such agreement, asmodified or amended from time to time, the “**DealershipAgreement**”) between ourselves, ABB Ltd and the Dealers from time totime party thereto, and have pleasure in inviting [each of] you to become aDealer upon the terms of the Dealership Agreement [in respect of and for thepurpose of [specify Tranche of Instruments]](1), a copy of which has beensupplied to you by us.  We are enclosingcopies of the conditions precedent as set out in Schedule 2 to the DealershipAgreement and copies of the most recent comfort letters and opinions deliveredpursuant to paragraph (f) of Clause 3.3 of the Dealership Agreement.  Please return to us a copy of this lettersigned by an authorised signatory [on your behalf/on behalf of each of you]whereupon [each of] you will become a Dealer for the purposes of the DealershipAgreement with, [subject as hereinafter provided,] all the authority, rights,powers, duties and obligations of a Dealer under the Dealership Agreement [inrespect of and for the purpose of [specify Tranche of Instruments] and providedalways that [each of] you shall not be entitled to the benefit of ourundertakings contained in Clause 3.3 of the Dealership Agreement except forthose contained in paragraphs (a), (f)(ii) and (iii), (g), (h), (i) and (k)thereof and the provisions of Clauses 8, 9 and 10 of the Dealership Agreementshall not apply to [any of] you].(1)

 

This letter is governed by, and shall beconstrued in accordance with, English law.

 
| Yours faithfully,                      |
|----------------------------------------|
|                                   |
| **ABB International Finance  Limited** |
|                                   |
| By:                                    |
|                                   |
| By:                                    |
|                                   |
| By:                                    |
|                                   |
| **ABB Ltd**                            |
|                                   |
| By:                                    |

 

----

(1)                                  Appliesonly where the incoming Dealer is being appointed in respect of a particularTranche of Instruments

 

30

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**CONFIRMATION**

 

We hereby accept the appointment as a Dealerand accept all of the duties and obligations under, and terms and conditionsof, the Dealership Agreement upon the terms of this letter [in respect of andfor the purpose of [specify Tranche of Instruments]].

 

We confirm that we are in receipt of all thedocuments referred to in the second sentence of your letter and have found themto be satisfactory.

 

For the purposes of the Dealership Agreementour communications details are as set out below.

 

**[NEW DEALER]**

 

By:

 

Date:

 
| Address:   | [           ] |
|------------|----------------------------------------------------------------------|
| Telex:     | [           ] |
| Facsimile: | [           ] |
| Attention: | [           ] |

 

**[NEW DEALER]**

 

By:

 

Date:

 
| Address:   | [           ] |
|------------|----------------------------------------------------------------------|
| Telex:     | [           ] |
| Facsimile: | [           ] |
| Attention: | [           ] |

 

[(1)Copies to:

 

(i)                               allexisting Dealers who have been appointed in respect of the Programme generally;and

 

(ii)                            the Fiscal Agent.]

 

----

(1)                                  Applies only where the incomingDealer is being appointed in respect of the Programme generally

 

31

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**SCHEDULE 4**

 

**SPECIMEN FORM OF RECORD OF RELEVANT AGREEMENT APPROPRIATEWHERE A GROUP OF**

**DEALERS ARE JOINTLY AND SEVERALLY AGREEING TO SUBSCRIBE FORTHE RELEVANT**

**INSTRUMENTS**

 

[Letterhead of the Issuer]

 

[Date]

 

**Form ofRecord of Relevant Agreement**

[              ]

(the “**RelevantDealer**”)

 

[             ]

(together, with the Relevant Dealer, the “**Dealers**”)

 

Dear Sirs

 

**ABBINTERNATIONAL FINANCE LIMITED**

 (the “**Issuer**”)

**Programmefor the Issuance of Debt Instruments**

 

**Issue of**

 

**[*Aggregate principal amount and title of Instrumentsto be issued (the****“**Instruments**”**)]***

 

We, [ABB International Finance Limited] (the “**Issuer**”) and ABB Ltd, refer to thedealership agreement (the “**DealershipAgreement**”) dated 10 March 1993 and amended and restated on 8December 2005 and made between ourselves as Issuer, ABB Ltd and the Dealernamed therein and entered into with respect to the Programme for the issuanceof debt instruments, described in an information memorandum dated 8 December2005.  [The Instruments are the subjectof an invitation telex dated [        ].]

 

We write in order to record the agreementbetween us as follows:

 

(a)                                  ouragreement recorded in this letter is a Relevant Agreement as defined in theDealership Agreement and is subject to the Dealership Agreement (save asmodified in relation to the Instruments as provided herein) and the PricingSupplement which has been prepared in respect of such Instruments;

 

(b)                                 we will,in accordance with the Fiscal Agency Agreement dated 10 March 1993 and amendedand restated on 8 December 2005 and as further amended or supplemented fromtime to time, issue the Instruments (represented by an appropriate temporaryglobal instrument) on [           ]* (orsuch later date, being not later than [       ]*, as may be agreed between us and the Relevant Dealer on your behalf)(the “**closing date**”);

 

32

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(c)                                  youjointly and severally undertake that you will subscribe for the Instruments onthe closing date at their [issue price]* as specified in the invitation telex [plus (if the closing date hasbeen subject to postponement) accrued interest on their principal amount]* (the“**Issue Price**”) and, on the closingdate, pay the net subscription moneys for the Instruments being the Issue Price[(less the commissions, concessions and other matters agreed to be deductedpursuant to paragraph (d) below)] by credit transfer in the currency in whichthe Instruments are denominated for same day/immediate value to [set out fulldetails of the Issuer’s receiving bank account].

 

(d)                                 [specifyagreement with respect to commissions, concessions, costs and expenses and othersuch matters stating whether such items may be deducted from the Issue Pricepayable on the closing date;]

 

(e)                                  [[          ]agrees to act as [insert details of any calculation agency or similar functionwhich [          ] has agreedto undertake] and we confirm that the provisions of Clause 3.2(f) of theDealership Agreement will apply to such appointment].**

 

Please signify your confirmation that theforegoing correctly records the agreement between us by counter-signing andreturning the enclosed copy of this letter together with evidence of theauthority of the person signing on your behalf.

 

This letter agreement is governed by, and shallbe construed in accordance with, English law.

 

Yours faithfully

 

**[ABB INTERNATIONAL FINANCELIMITED]**

 
| **By:**     | **By:**    |
|-------------|------------|
| ** **  | ** ** |
| **ABB LTD** |       |
| ** **  |       |
| **By:**     | **By:**    |
| ** **  | ** ** |
| Confirmed   |       |

 

*[list the Relevant Dealer andDealers in*

*the agreed order]*

 

By:

 

----

•                                          delete orcomplete as appropriate

 

••                                    only to beconsidered in relation to Tranches where a Dealer has agreed to undertake anycalculation agency or similar function

 

33

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**SCHEDULE 5**

 

**NOTICE OF INCREASE OF AUTHORISED AMOUNT**

 

To:                              [list allcurrent Dealer(s) appointed in respect of the Programme generally]

 

Dear Sirs,

 

**ABBINTERNATIONAL FINANCE LIMITED**

**(the**“**Issuer**”**)**

**Programmefor the Issuance of up to U.S.$5,250,000,000 Debt Instruments**

 

We refer to the Dealership Agreement dated 10March 1993 and amended and restated on 8 December 2005 entered into in respectof the above Programme for the Issuance of Debt Instruments (such agreement, asmodified or amended from time to time, the “**DealershipAgreement**”), between ourselves as Issuer, ABB Ltd and the Dealersfrom time to time party thereto.  Termsused in the Dealership Agreement shall have the same meanings in this letter.

 

Pursuant to Clause 9.1 of the DealershipAgreement, we hereby inform each of the addressees listed above that theAuthorised Amount be increased from[          ] to[          ] with effect from[date] or such later date upon which the requirements of Clause 9.2 of theDealership Agreement shall be fulfilled, subject always to the provisions ofClause 9.2 of the Dealership Agreement.

 

From the date upon which the increase in theAuthorised Amount becomes effective, all references in the Dealership Agreementto the Authorised Amount shall be to the new increased amount as specifiedherein.

 

This letter is governed by, and shall beconstrued in accordance with, the laws of England.

 

Yours faithfully,

 

**ABB International FinanceLimited**

 

By:

 

 

 

34

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**SCHEDULE 6**

 

**UNDERTAKING FROM NEW ISSUER**

 

To:                              [list allcurrent Dealer(s) appointed in respect of the Programme generally]

 

Dear Sirs,

 

**ABBINTERNATIONAL FINANCE LIMITED**

**(the**“**Issuer**”**)**

**Programmefor the Issuance of up to U.S.$5,250,000,000 Debt Instruments**

 

We refer to the Dealership Agreement dated 10March 1993 and amended and restated on 8 December 2005 entered into in respectof the above Programme for the Issuance of Debt Instruments (such agreement, asmodified or amended from time to time, the “**DealershipAgreement**”), between the Issuer, ABB Ltd and the Dealers from timeto time party thereto.  Terms used in theDealership Agreement shall have the same meanings in this letter.

 

We desire to become an Issuer in respect of theProgramme and accordingly a party to the Dealership Agreement.

 

We hereby undertake, with effect from[          ], to each of theDealers to be bound by and to represent, warrant, undertake, perform and complywith all the provisions of the Dealership Agreement in all respects as if wehad been originally named a party thereto as Issuer but on the basis that *[specify any amendments, supplements or modificationswhich are necessary to the provisions of the Dealership Agreement in itsapplication to the New Issuer]*.

 

This letter is governed by, and shall beconstrued in accordance with, the laws of England.

 

Yours faithfully,

 

**ABB International FinanceLimited**

 

By:

 

 

 

35

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**SCHEDULE 7**

 

**NOTICE DETAILS**

 

**ABB INTERNATIONAL FINANCELIMITED**

 
| Address:                                            |   | Suite 3                                                      |
|-----------------------------------------------------|--------|--------------------------------------------------------------|
|                                                |   | Weighbridge House                                            |
|                                                |   | The Pollet                                                   |
|                                                |   | St. Peter Port                                               |
|                                                |   | Guernsey                                                     |
|                                                |   | GY1 IWL                                                      |
|                                                |   | Channel Islands                                              |
|                                                |   |                                                         |
| Fax:                                                |   | +44 1481 729 016                                             |
| Attention:                                          |   | Business Administration                                      |
|                                                |   |                                                         |
| *copy to:*                                          |   |                                                         |
| * *                                            |   |                                                         |
| Address:                                            |   | ABB Group Treasury Operations                                |
|                                                |   | Affolternstrasse 44                                          |
|                                                |   | CH 8050 Zurich                                               |
|                                                |   | Switzerland                                                  |
|                                                |   |                                                         |
| Fax:                                                |   | +41 43 317 7474                                              |
| Attention:                                          |   | Business Operations                                          |
|                                                |   |                                                         |
| **ABB LTD**                                         |   |                                                         |
|                                                |   |                                                         |
| Address:                                            |   | Affolternstrasse 44                                          |
|                                                |   | 8050 Zurich                                                  |
|                                                |   | Switzerland                                                  |
|                                                |   |                                                         |
| Fax:                                                |   | +41 43 317 7992                                              |
| Attention:                                          |   | Legal Department                                             |
|                                                |   |                                                         |
| **MORGAN STANLEY & CO.  INTERNATIONAL LIMITED** |
|                                                |
| Address:                                            |   | 25 Cabot Square                                              |
|                                                |   | Canary Wharf                                                 |
|                                                |   | London E14 4QA                                               |
|                                                |   |                                                         |
| Telex:                                              |   | 8812564                                                      |
| Fax:                                                |   | +44 20 7677 7733                                             |
| Attention:                                          |   | Debt Capital Markets - Head of Transaction  Management Group |

 

36

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**SIGNATURES**

 

 
| *The Issuer*                                        |
|-----------------------------------------------------|
| **ABB INTERNATIONAL FINANCE  LIMITED**              |
|                                                |   |
| By:                                                 | /s/ ALEX HALL |   | By: | /s/ BRIAN VAN REIJN |   |
|                                                |   |
| *ABB Ltd*                                           | * * |
|                                                |   |
| **ABB LTD**                                         | ** ** |
|                                                |   |
| By:                                                 | /s/ MICHEL DEMARÉ |   | By: | /s/ ALFRED STORCK |   |
|                                                |   |
| *The Dealer*                                        |   |
|                                                |
| **MORGAN STANLEY & CO.  INTERNATIONAL LIMITED** |
| ** **                                          |
| By:                                                 | /s/ JAMES WALTER | ** ** |

 

 

 

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