Exhibit 2.4  LIMITED LIABILITY PARTNERSHIPEXECUTION COPY   ABB INTERNATIONAL FINANCE LIMITED  ABB CAPITAL B.V.  as
issuers  PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS  
  AMENDED AND RESTATED
DEALERSHIP AGREEMENT  
  24 November 2004


CONTENTS  Clause1.
  Definitions2.
  Issuance Of Instruments3.
  Representations,
  Warranties And Undertakings By Each Issuer And ABB Ltd4.
  Undertakings By The Dealers5.
  Indemnity6.
  Costs And Expenses7.
  Notices And Communications8.
  Changes In Dealers9.
  Increase In Authorised
  Amount10.
  Change In Issuers11.
  Law And Jurisdiction12.
  Modification And Amendment13.
  Counterparts14.
  Contracts
  (Rights Of Third Parties) Act 1999SCHEDULE 1
  SELLING RESTRICTIONSSCHEDULE 2
  CONDITIONS PRECEDENTSCHEDULE 3
  DEALER ACCESSION LETTERSCHEDULE 4
  SPECIMEN FORM OF RECORD OF RELEVANT
  AGREEMENT APPROPRIATE WHERE A GROUP OF DEALERS ARE JOINTLY AND SEVERALLY
  AGREEING TO SUBSCRIBE FOR THE RELEVANT INSTRUMENTSSCHEDULE 5
  NOTICE OF INCREASE OF AUTHORISED AMOUNTSCHEDULE 6
  UNDERTAKING FROM NEW ISSUERSCHEDULE 7
  NOTICE DETAILS


THIS AMENDED AND RESTATED DEALERSHIP AGREEMENT is made on 24 November 2004 and
replaces the Amended and Restated Dealership Agreement dated 11 November 2003.  BETWEEN  (1)ABB
INTERNATIONAL FINANCE LIMITED(AIFLTD)
and ABB CAPITAL B.V. (ACBV) (the Issuers and each an Issuer
which expression shall include any New Issuer (as defined in Clause 10.2) which
has become a party to this Agreement as an Issuer and shall exclude any entity
which shall have ceased to be a party to this Agreement as an Issuer);  (2)ABB
LTD; and  (3)MORGAN
STANLEY & CO. INTERNATIONAL LIMITED(the Dealer, which expression shall include any
institution(s) appointed as a dealer in accordance with Clause 8.1(b), together
with the Dealer, the Dealers
and, save as specified herein, excludes any institution(s) whose appointment as
a Dealer has been terminated in accordance with Clause 8.1(a)) provided that
where any such institution has been appointed as Dealer in relation to a
particular Tranche (as defined below) of Instruments, the expression Dealer
or Dealers shall only mean or include such institution in relation to such
Tranche).  WHEREAS  (A)The Issuers
established a programme (the Programme)
for the issuance of debt instruments (the Instruments,
which expression shall refer only to those debt instruments issued under the
Programme), in connection with which Programme they entered into a dealership
agreement dated 10 March 1993, as amended and restated on 11 November 2003
(the Original Dealership Agreement),
the Fiscal Agency Agreement and executed and delivered the Deeds of Covenant.  (B)ABB Ltd has given
certain undertakings to each Issuer pursuant to, in the case of AIFLTD, a
keep-well agreement with AIFLTD effective as of 31 March 2000 and, in the
case of ACBV, a keep-well agreement with ACBV effective as of 31 March 2000
(collectively the Keep-Well Agreements
and individually, in relation to each Issuer, a Keep-Well Agreement, which expressions shall include, where
the context so admits, any keep-well agreement between ABB Ltd and a New
Issuer.  The Keep-Well Agreements are not
guarantees by ABB Ltd of the Instruments.  (C)Instruments may be
issued on a listed or unlisted basis. 
The Issuers have made an application to the Luxembourg Stock Exchange
for Instruments issued under the Programme to be listed, in connection with
which application the Information Memorandum has been prepared, to permit
Instruments to be so listed during the period of twelve months from the date of
such Information Memorandum or such other period of time allowed by the
Luxembourg Stock Exchange.  (D)The parties hereto
wish to record the arrangements agreed between them in relation to the sale by
any Issuer and the purchase by Dealers from time to time of Instruments.  1


IT IS AGREED as follows:  1.DEFINITIONS  1.1For the purposes of
this Agreement:  this Agreement includes any amendment or
supplement hereto (including any supplemental agreement executed pursuant to
Clause 8.1(b) and any undertaking executed pursuant to Clause 10.2(i)) and
the expressions herein and hereto shall be construed accordingly;  Annual Report means the most recently
published publicly available audited financial statements of the relevant
Issuer or, as the case may be, ABB Ltd, whether consolidated or
non-consolidated (including the report of the auditors thereon);  Authorised Amount means the amount of
United States Dollars (U.S.$)
5,250,000,000 or such other amount as may have been authorised pursuant to
Clause 9 hereof;  a Condition means the terms and conditions
of the Instruments as appearing in the Information Memorandum or, in relation
to any Tranche or Series of Instruments, such terms and conditions as the same
may be amended or supplemented or replaced as described in the relevant Pricing
Supplement or Pricing Supplements and any reference to a numbered Condition
is to the correspondingly numbered provision thereof; and Terms and Conditions should be construed
accordingly;  Constitutive Documents means the
constitutional documents of the relevant Issuer or ABB Ltd, being, (in the case
of AIFLTD) its memorandum and articles of association, (in the case of ACBV)
its articles of association and (in the case of ABB Ltd) the extract from the
Swiss Commercial Register (Handelsregister)
and its articles of incorporation;  Deeds of Covenant means the two deeds of
covenant each dated 10 March 1993 and each executed by an Issuer, as the
same may be amended or supplemented from time to time and includes, where the
context so admits, any deed of covenant executed by a New Issuer and Deed of Covenant means in relation to any
Issuer, the Deed of Covenant executed and delivered by it;  Fiscal Agent means Banque Générale du
Luxembourg S.A. in its capacity as fiscal agent, which expression shall include
any successor(s) thereto;  Fiscal Agency Agreement means the fiscal
agency agreement dated 10 March 1993 made between the Issuers, the Fiscal
Agent, the Paying Agents and the Registrars, as amended and restated on
24 November 2004 and as further amended or supplemented from time to
time;  FSMA means the Financial Services and
Markets Act 2000;  Information Memorandum means the
information memorandum dated 24 November 2004 prepared in connection
with the application for Instruments to be  2


listed on the
Luxembourg Stock Exchange, together with any information incorporated therein
by reference, as the same may be amended, supplemented, updated and/or
substituted from time to time and any further information memorandum prepared
in connection with the admission to the listing, trading and/or quotation of
the Instruments on any other listing authority, stock exchanges and/or
quotation system on which any Instruments may from time to time be admitted to
listing, trading and/or quotation (as such further information memorandum may
be amended, supplemented, updated and/or substituted from time to time);  Listing Agent means Banque Générale du
Luxembourg S.A. in its capacity as listing agent, which expression shall
include any successor(s) thereto;  London business day means a day on which
commercial banks are open for business in London (including dealings in foreign
exchange and foreign currency deposits);  Paying Agents means Banque MeesPierson BGL
S.A. in its capacity as paying agent, which expression shall include the Fiscal
Agent and any substitute or additional paying agents appointed in accordance
with the Fiscal Agency Agreement;  Pricing Supplement means a pricing
supplement prepared in relation to the relevant Tranche on the basis of the
form in the Information Memorandum;  Relevant Agreement means an agreement
(oral or in writing) between an Issuer, ABB Ltd and any Dealer(s) for the sale
by such Issuer and the purchase as principal by such Dealer(s) (or on such
other basis as may be agreed between such Issuer, ABB Ltd and the relevant
Dealer(s) at the relevant time) of any Instruments;  Relevant Dealer means, in relation to a
Relevant Agreement which is made between the Issuer, ABB Ltd and more than one
Dealer, the institution specified as such in the Pricing Supplement and/or such
Relevant Agreement; and, in relation to a Relevant Agreement which is made
between the Issuer, ABB Ltd and a single Dealer, such Dealer;  Registrars means Banque Générale du
Luxembourg S.A. and JPMorgan Chase Bank, N.A. and Registrar means, in relation to any Series of
Instruments in registered form, the Principal Registrar or, as the case may be,
the Alternative Registrar, as specified in the relevant Pricing Supplement;  Series means a Tranche of Instruments or
Tranches of Instruments which are identical except that the issue date, the
first payment of interest and, if so specified in the relevant Pricing
Supplement, the denomination thereof may be different (and save that a Series may
comprise Instruments in bearer form and Instruments in registered form);  a subsidiary of an 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 relevant Issuer or, as the case may be, ABB Ltd;  3


Stabilising Manager means, in relation to
any Tranche of Instruments, the Dealer specified as the Stabilising Manager in
the Pricing Supplement relating to such Tranche;  Tranche means Instruments, the terms of
which are identical (whether as to currency, interest, maturity or otherwise),
which are the subject of the same Pricing Supplement and which have the same
issue date (save that a Tranche may comprise Instruments in bearer form and
Instruments in registered form); and  Transparency Directive means a European
Union Directive implementing the European Commissions proposal for a Directive
of the European Parliament and of the Council on the harmonisation of
transparency requirements with regard to information about issues whose
securities are admitted to trading on a regulated market in the European Union
(2003/0045 (COD)).  1.2The Original
Dealership Agreement shall be amended and restated on the terms of this
Agreement.  Any Instruments issued on or
after the date of this Agreement shall be issued pursuant to this
Agreement.  This does not affect any
Instruments 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  2.1Each of the Issuers,
ABB Ltd and the Dealers agrees that any Instruments which may from time to time
be agreed between an Issuer, ABB Ltd and any Dealer(s) to be issued by an
Issuer and purchased by such Dealer(s) shall be issued and purchased on the
basis of, and in reliance upon, the representations and warranties,
undertakings and indemnities made or given or provided to be made or given in
this Agreement or in writing in any Relevant Agreement or in writing in any
other agreement between the relevant Issuer, ABB Ltd and the Dealer(s) in
respect of the relevant Instruments. 
Unless otherwise agreed, no Issuer nor any Dealer is or shall be under
any obligation to sell or, as the case may be, purchase any Instruments.  2.2Upon the conclusion
of any Relevant Agreement and subject as provided in Clause 2.3:  (a)the Relevant Dealer
shall promptly confirm the terms of the Relevant Agreement to the relevant
Issuer (with a copy to the Fiscal Agent or, if the Relevant Agreement relates
to the sale of Instruments in registered form, the Registrar) in writing (by
letter, telex or fax);  (b)the relevant Issuer
shall promptly confirm, as appropriate, such terms to the Fiscal Agent or, as
the case may be, the Registrar in writing, and the Relevant Dealer or, if such
Dealer so agrees with the relevant Issuer, such Issuer will prepare a Pricing
Supplement in relation to the relevant Instruments for approval (such approval
not to be unreasonably withheld or delayed) by the relevant Issuer or, as the
case may be, the Relevant Dealer and for execution on behalf of such Issuer and
the relevant Dealer(s);  4


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


between such Issuer,
ABB Ltd and the relevant Dealer(s) in respect of the relevant Instruments and
there having been no event rendering untrue or incorrect in any material
respect any of such representations or warranties as though they had been made
and given on the date of the Relevant Agreement and on the agreed date of issue
of the relevant Instruments, with reference in each case to the facts and
circumstances then subsisting;  (f)neither the relevant
Issuer nor ABB Ltd being in material breach of any of its undertakings set out
herein or in writing in any Relevant Agreement or in writing in any other agreement
between such Issuer, ABB Ltd and the relevant Dealer(s) in respect of the
relevant Instruments;  (g)there having been,
since the date of the Relevant Agreement and in the opinion of the Relevant
Dealer acting in good faith, no such change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls as would, in its view, be likely to prejudice materially the
placement, offering, distribution or sale of the relevant Instruments (whether
in the primary market or in respect of dealings in the secondary market);  (h)the Dealer(s) acting
in good faith being satisfied that all authorisations, consents, approvals,
filings and registrations, if any, required by any jurisdiction to which the
relevant Issuer or ABB Ltd is subject or in the country of origin of the
currency or currencies in which the relevant Instruments are denominated or
payable or required because of the term or other characteristics of the
relevant Instruments, having been obtained and being in full force and effect
or having been effected and, where relevant, certified translations thereof
into English having been supplied to the Relevant Dealer; and  (i)(in the case of
Instruments which are to be listed on the Luxembourg Stock Exchange and/or
which are to be listed on such other stock exchange as may have been agreed
between the relevant Issuer, ABB Ltd and the relevant Dealer(s)) the Luxembourg
Stock Exchange and/or such other stock exchange as aforesaid having agreed to
list the relevant Instruments.  2.4The Relevant Dealer,
on behalf of itself only, or, as the case may be, the other Dealer(s) party to
the Relevant Agreement in question may, in its absolute discretion, waive any
of the conditions set out in Clause 2.3 in writing to the relevant Issuer in so
far only as they relate to an issue of Instruments by such Issuer to such
Dealer(s) and any condition so waived shall be deemed to have been satisfied as
regards such Dealer(s) alone.  If any of
the conditions set out in Clause 2.3 is not satisfied or, as the case may be,
waived by the Relevant Dealer on or before the issue date of any relevant
Tranche, the Relevant Dealer shall, subject as mentioned below, be entitled to
terminate the Relevant Agreement and, in that event, the parties to such
Relevant Agreement shall be released and discharged from their respective
obligations  6


thereunder (except for any
rights or liabilities which may have arisen pursuant to Clauses 3, 4, 5 or 6 of
this Agreement).  2.5If the Relevant
Dealer, in connection with the distribution of any Tranche of Instruments,
offers Instruments in excess of the aggregate principal amount to be issued or
effects transactions with a view to stabilising or maintaining the market price
of the Instruments at levels other than those which might otherwise prevail in
the open market, it shall not in doing so be deemed to act as agent of the
relevant Issuer but rather as principal. 
Such Issuer will not as a result of any action taken by such Dealer,
under this Clause be obliged to issue Instruments in excess of the aggregate
amount of Instruments agreed to be issued, nor shall the Issuer be liable for
any loss, or entitled to any profit, arising from any excess offers or
stabilisation.  2.6The Dealer specified
as the Stabilising Manager in the Pricing Supplement relating to any Tranche of
Instruments (or any duly appointed person acting for such Stabilising Manager)
may over-allot or effect transactions with a view to supporting the market
price of the Instruments of the Series of which such Tranche forms part at
a level higher than that which might otherwise prevail.  However, there is no obligation on the
Stabilising Manager (or any agent of the Stabilising Manager) to do this.  Such stabilising, if commenced, may be
discontinued at any time.  Such
stabilising shall be conducted in accordance with all applicable laws and
rules.  Any loss or profit sustained as a
consequence of any such over-allotment or stabilising shall, as against each of
the Issuers, be for the account of the Stabilising Manager.  2.7In relation to each
issue of Instruments under the Programme in respect of which a Dealer is
specified as the Stabilising Manager in the Pricing Supplement, the relevant
Issuer represents, warrants and undertakes to the Relevant Dealer(s) that it
was informed, prior to any public announcement of such issue, of the existence
of the Financial Services Authoritys informational guidance referred to in MAR
2.3.2R(4) of the price stabilising rules made under section 144(1) of
the FSMA and the relevant Issuer and ABB Ltd each represents, warrants and
undertakes to the Relevant Dealer(s) that it has not issued and will not issue,
without the prior consent of the Stabilising Manager, any communication to
which MAR 2.3.2R(1) of those rules applies unless that communication
adequately discloses that stabilising action may take place in relation to such
issue and complies with MAR 2.3.3E of those rules.  3.REPRESENTATIONS,
WARRANTIES ANDUNDERTAKINGS BY EACH ISSUER
AND ABB LTD  3.1The following
representations and warranties shall be made or given by each of the Issuers
and ABB Ltd, as appropriate, on the date hereof, on each date on which the
Information Memorandum is amended, supplemented, updated and/or substituted
and, in respect of each Tranche of Instruments agreed as contemplated herein to
be issued and purchased, on the issue date and on the date on which the
Relevant Agreement is made (it being understood that any representations and
warranties made with respect to a Tranche of Instruments on their issue date
and on the date the Relevant Agreement relating thereto is made shall be
applicable only to the Instruments to be issued and  7


sold on such issue date or
pursuant to such Relevant Agreement, as the case may be, and that the
representations and warranties made by an Issuer at any such date are made only
by the Issuer which issues such Instruments or executes such Relevant Agreement),
in each case, with reference to the facts and circumstances then subsisting:  (a)each of such Issuer
and ABB Ltd is duly incorporated and validly existing under the laws of its
jurisdiction of incorporation, with full power and authority to conduct their
respective businesses as described in the Information Memorandum;  (b)  (i)such Issuer is and
was empowered to enter into and comply with all provisions of this Agreement,
the Fiscal Agency Agreement, the Deed of Covenant, the Keep-Well Agreement and
the Relevant Agreement, to issue and sell the relevant Instruments (in relation
to each Tranche of Instruments agreed as contemplated herein to be issued by
such Issuer and purchased by the relevant Dealer(s)) and to undertake and to
perform the obligations expressed to be assumed by it herein and therein;  (ii)ABB Ltd is and was
empowered to enter into and comply with all provisions of this Agreement and
the Relevant Agreement and to undertake and to perform the obligations
expressed to be assumed by it herein and therein;  (c)  (i)this Agreement, the
Fiscal Agency Agreement, the Deed of Covenant and the Keep-Well Agreement have
been duly authorised, executed and delivered by such Issuer and constitute
valid and legally binding obligations of such Issuer in accordance with their
respective terms and (in relation to each Tranche of Instruments agreed as
contemplated herein to be issued and purchased) the Relevant Agreement in
respect of such Instruments constitutes valid and legally binding obligations
of such Issuer in accordance with its terms;  (ii)this Agreement and
the Relevant Agreement in respect of such Instruments each constitute valid and
legally binding obligations of ABB Ltd in accordance with its terms;  (d)(in relation to each
Tranche of Instruments agreed as contemplated herein to be issued and
purchased) the Instruments have been duly authorised by the relevant Issuer
and, when duly executed, authenticated and delivered in accordance with the
Fiscal Agency Agreement will constitute valid and legally binding obligations
of the relevant Issuer in accordance with their terms;  (e)ABB Ltd is and was at
the date of execution of the Keep-Well Agreement with such Issuer, empowered to
enter into and comply with all the provisions of  8


such Keep-Well
Agreement and such Keep-Well Agreement constitutes a valid and legally binding
obligation of ABB Ltd in accordance with its terms;  (f)(in relation to each
Tranche of Instruments agreed as contemplated herein to be issued and
purchased), the obligations of the relevant Issuer in respect of the
Instruments of the relevant Series will, subject to Condition 4.01 headed Negative
Pledge, constitute unsecured and unsubordinated obligations and shall at all
times rank pari passu in right of
payment and without any preference among themselves.  The payment obligations of the relevant
Issuer under the Instruments of the relevant Series shall (subject to
Condition 4.01) at all times rank at least equally with all other present and
future unsecured and unsubordinated obligations of the relevant Issuer other
than any obligations preferred by law;  (g)all necessary
actions, authorisations, conditions and things required to be taken, given,
fulfilled and done by such Issuer and/or ABB Ltd, as the case may be,
(including any necessary registrations and consents) have been or, in relation
to each Tranche of Instruments agreed as contemplated herein to be issued and
purchased, will, on the date of issue of the relevant Instruments, have been
taken, given, fulfilled and done in connection with:  (i)the issue of the
Information Memorandum and the distribution of the Information Memorandum and
the relevant Pricing Supplement in accordance with the provisions set out in Schedule 1
hereto;  (ii)the execution and
delivery by such Issuer of, and the compliance by such Issuer with the
provisions of, this Agreement, the Fiscal Agency Agreement and the Deed of
Covenant;  (iii)the execution and
delivery by ABB Ltd of, and the compliance by ABB Ltd with the provisions of,
this Agreement;  (iv)in relation to each
Tranche of Instruments of such Issuer agreed as contemplated herein to be
issued and purchased, the entry into of, and the compliance with the provisions
of, the Relevant Agreement, the creation and issue of the relevant Instruments
and the offering of the relevant Instruments in accordance with the terms of
this Agreement and the Fiscal Agency Agreement;  (v)the execution and
delivery of, and the compliance with the provisions of, the Keep-Well Agreement
by such Issuer and ABB Ltd;  (vi)the carrying out of
the various procedures and the performance of all other acts contemplated by
the Relevant Agreement, this Agreement, the Fiscal Agency Agreement, the Deed
of Covenant and the Keep-Well Agreement;  and
will be in full force and effect;  9


(h)the matters referred
to in paragraph (g) above do not and will not conflict with or result in a
breach of any existing provisions of the laws or regulations of the country or
state of incorporation of the relevant Issuer, ABB Ltd or their respective
Constitutive Documents nor of any agreement or other instrument or restriction
whether statutory, contractual or otherwise, to which either of such Issuer or
ABB Ltd is party or by which it or any of its assets is bound;  (i)the financial
statements and other financial information contained in the Annual Report of
such Issuer and incorporated by reference in the Information Memorandum present
fairly the financial position (consolidated where relevant) of such Issuer and,
where relevant, its subsidiaries as of the dates of such statements or
information and the results of operations and the changes in financial position
(consolidated where relevant) of such Issuer and, where relevant, its
subsidiaries for the periods they cover or to which they relate and such
financial statements and information have been prepared in accordance with any
relevant statutory requirements and with generally accepted accounting
principles in its jurisdiction of incorporation applied on a consistent basis
throughout the periods involved (unless and to the extent otherwise stated
therein);  (j)the consolidated
financial statements of ABB Ltd and its subsidiaries contained in the Annual
Report of ABB Ltd and incorporated by reference in the Information Memorandum
were in conformity with accounting principles generally accepted in the United
States and with Swiss law, such consolidated financial statements present fairly
the consolidated financial position of ABB Ltd and its subsidiaries as at the
dates of such statements and the results of their operations and the changes in
their financial position for the periods they cover or to which they relate;  (k)the capitalisation
tables and other financial information and statistical data relating to such
Issuer and ABB Ltd in the Information Memorandum present fairly the information
shown therein and have been compiled on a basis consistent with that of the
relevant financial statements and other financial information contained in the
Annual Report of such Issuer or, as the case may be, ABB Ltd; the auditors who
reported upon the audited financial statements and other financial information
included in the Annual Report of such Issuer or, as the case may be, ABB Ltd
are appropriately qualified in the country in which the relevant Issuer or, as
the case may be, ABB Ltd is incorporated and are independent of such Issuer or,
as the case may be, ABB Ltd;  (l)the information contained
in the Information Memorandum is true and accurate in all material respects and
not misleading and to the best of its knowledge and belief there are no other
facts the omission of which would make any statement therein misleading in any
material respect and all reasonable enquiries have been made to verify the
accuracy of such information and the opinions and intentions expressed therein
are honestly held and, in relation to each Tranche of Instruments agreed as
contemplated  10


herein to be issued
and purchased, the Information Memorandum together with the relevant Pricing
Supplement contains all the information which is material in the context of the
issue of such Instruments;  (m)save as otherwise disclosed
in the Information Memorandum, neither such Issuer nor ABB Ltd and its
subsidiaries taken as a whole is involved in any litigation or arbitration
proceedings which would be expected to have a material adverse effect on the
business of the ABB Group taken as a whole in the context of the Programme nor,
so far as such Issuer or ABB Ltd is aware, is any such litigation or
arbitration pending or threatened;  (n)since the last day of
the period in respect of which the Annual Report of such Issuer or ABB Ltd has
been prepared, there has, save as may be disclosed in the Information
Memorandum, to the best of the knowledge and belief of such Issuer and ABB Ltd,
been no material adverse change in the financial condition (consolidated where
relevant) of such Issuer or of ABB Ltd and its subsidiaries taken as a whole
nor a change which has a material adverse effect on the financial condition of
the relevant Issuer or of ABB Ltd and its subsidiaries taken as a whole;  (o)(in relation to any
Tranche of Instruments agreed as contemplated herein to be issued and
purchased), as of the issue date of the relevant Instruments, the aggregate
principal amount outstanding (as defined in the Fiscal Agency Agreement)
(expressed in United States dollars) of Instruments issued under the Programme
will not exceed the Authorised Amount and for this purpose (i) Instruments
denominated in a currency other than United States dollars shall be converted
into United States dollars using the spot rate of exchange for the purchase of
the relevant currency against payment of United States dollars being quoted by
the Fiscal Agent on the date on which the Relevant Agreement in respect of the
relevant Instruments was made or such other rate as the relevant Issuer and the
Dealers may agree, (ii) any Instruments which provide for an amount less
than the principal amount thereof to be due and payable upon redemption
following an event of default in respect of such Instruments shall have a
principal amount equal to their nominal amount and (iii) the currency in
which any Instruments are payable, if different from the currency of their
denomination, shall be disregarded;  (p)(in relation to any
Tranche of Instruments agreed as contemplated herein to be issued and
purchased) no event exists which, had such Instruments been issued, would (or
with the giving of notice, or the lapse of time, or both, would) constitute an Event
of Default as defined in the Terms and Conditions of the relevant Instruments;
and  (q)(in relation to each
Tranche of Instruments agreed as contemplated herein to be issued and
purchased) neither the relevant Issuer nor any of its affiliates (as defined in
Rule 405 under the United States Securities Act of 1933 as amended (the Securities Act) nor any person (other than
any Dealer or any  11


person acting on its
behalf as to whom the Issuer makes no representation) acting on behalf of such
Issuer or any of its affiliates has engaged or will engage in any directed
selling efforts (as defined in Regulation S under the Securities Act) with
respect to such Instruments, and such Issuer, any affiliate of such Issuer and
all persons (other than any Dealer or any person acting on its behalf as to
whom the Issuer makes no representation) acting on its or their behalf with
respect to such Instruments have complied and will comply with the offering
restrictions requirements of Regulation S under the Securities Act with respect
thereto and neither the relevant Issuer nor any person (other than any Dealer
or any person acting on its behalf as to whom the Issuer makes no
representation) acting on its behalf has engaged or will engage, in any form of
general solicitation or general advertising (as those terms are used in Rule 502(c) under
the Securities Act) in connection with any offer or sale of Instruments in the
United States.  3.2Each of the Issuers
and ABB Ltd undertakes to and agrees with the Dealers and each of them, in
respect of each Tranche of Instruments agreed as contemplated herein to be
issued and purchased, that it shall:  (a)unless the same is
capable of remedy and is forthwith remedied, forthwith notify the Relevant
Dealer of anything which, prior to payment of the net subscription moneys being
made to such Issuer on the agreed date of issue of the relevant Instruments,
has or may have rendered or will or may render untrue or incorrect in any
material respect any of the representations and warranties made by or on behalf
of such Issuer and/or ABB Ltd in respect thereof as if they had been made or
given on the date of the Relevant Agreement and on the agreed date of issue of
the relevant Instruments;  (b)in relation to each
Tranche of Instruments agreed by such Issuer, ABB Ltd and the relevant
Dealer(s) to be listed on the Luxembourg Stock Exchange and/or on any other
listing authority, stock exchanges and/or quotation system as may have been
agreed between such Issuer, ABB Ltd and the relevant Dealer(s), cause the
Listing Agent to procure the listing of the relevant Instruments on the
Luxembourg Stock Exchange and/or on such other listing authority, stock
exchanges and/or quotation system and to maintain the same until none of such
Instruments is outstanding provided, however, that:  (i)if it should be
impracticable or unduly burdensome to maintain such admission to listing,
trading and/or quotation, each of the relevant Issuer and ABB Ltd shall use its
reasonable endeavours to procure and maintain as aforesaid an admission to
listing, trading and/or a quotation for the relevant Instruments on such other
listing authority stock exchanges and/or quotation systems as it and the
relevant Dealer(s) decide; or  (ii)(without limiting the
generality of sub-paragraph (i)), if as a result of the adoption of the
Transparency Directive, an Issuer or ABB Ltd  12


could be required to
publish financial information either more regularly than it otherwise would be
required to or according to accounting principles which are materially
different from the accounting principles which it would otherwise use to
prepare its published financial information, the Issuer and ABB Ltd may as an
alternative procure the admission to listing, trading and/or quotation for the
Instruments by such other listing authority, stock exchanges and/or quotation
system outside the European Union as it and the relevant Dealer(s) decide, and
in either case the Issuers and ABB Ltd shall (A) use all reasonable
endeavours to maintain any such alternative admission and (B) be responsible
for any fees incurred in connection with seeking and maintaining any such
alternative admission.  (c)not and will cause
its respective affiliates (as defined in Regulation 501(b) of Regulation D
under the Securities Act) not to sell, offer for sale or solicit offers to buy
or otherwise negotiate in respect of any security (as defined in the Securities
Act) in a manner which would require the registration of the Instruments issued
by such Issuer under the Securities Act;  (d)procure, in relation
to any Tranche of Instruments which is to be listed on the Luxembourg Stock
Exchange and/or any other listing authority, stock exchanges and/or quotation
system, if required, that the relevant Pricing Supplement is lodged with the
Luxembourg Stock Exchange and/or with such other listing authority, stock
exchanges and/or quotation system by the time required by the Luxembourg Stock
Exchange or such other listing authority, stock exchanges and/or quotation
system;  (e)in accordance with
the terms thereof, cause the Fiscal Agent to ensure that any Instrument in
temporary global or, as the case may be, permanent global form is exchanged for
Instrument(s) in permanent global or, as the case may be, definitive and/or (in
the case of a Series comprising Instruments in bearer and registered form
and if so specified in the relevant Pricing Supplement) registered form and any
talon issued in respect of any Instrument in definitive form is exchanged in
accordance with the Terms and Conditions of the relevant Instruments for further
coupons;  (f)in relation to any
Instruments in respect of which any Dealer is appointed as the agent of the
Issuer for the purposes of calculating any rate or amount of interest or other
redemption amount applicable to such Instruments, indemnify such Dealer in its
capacity as such agent in the same manner as set out in Clause 13.4 of the
Fiscal Agency Agreement, mutatis mutandis;and  (g)in respect of any
Tranche of Instruments which must be redeemed before the first anniversary of
the date of its issue, such Issuer will issue such Instruments only if the
following conditions apply (or the Instruments can otherwise be issued without
contravention of section 19 of the FSMA):  13


(i)Selling
restrictions: each Relevant Dealer represents, warrants and agrees
in the terms set out in sub-clause (b) of the United Kingdom selling
restriction in Schedule 1 (Selling
Restrictions - United Kingdom); and  (ii)Minimum
denomination: the redemption value of each such Instrument is not
less than £100,000 (or an amount of equivalent value denominated wholly or
partly in a currency other than sterling), and no part of any Instrument may be
transferred unless the redemption value of that part is not less than £100,000 (or
such an equivalent amount).  3.3Each Issuer and ABB
Ltd undertakes to and agrees with the Dealers and each of them that it shall:  (a)  (i)in the case of each
Issuer, comply (and for this purpose shall ensure that all necessary action is
taken and all necessary conditions are fulfilled) with all applicable laws,
regulations, policies and guidelines (as amended from time to time) of any
governmental and regulatory authorities or central bank relevant in the context
of the issue of any Instruments and the performance of and compliance with its
obligations thereunder, under this Agreement, the Fiscal Agency Agreement, the
Keep-Well Agreement and the Deed of Covenant, and shall submit (or procure the
submission on its behalf of) such reports or information and shall make (or
procure that there is made on its behalf) such registrations and filings as may
from time to time be required for compliance with such laws, regulations,
policies and guidelines and shall procure that Instruments shall have such
maturities and denominations as may from time to time be required for
compliance with all applicable laws, regulations, policies and guidelines;  (ii)in the case of ABB
Ltd, comply (and for this purpose shall ensure that all necessary action is
taken and all necessary conditions are fulfilled) with all applicable laws,
regulations, policies and guidelines (as amended from time to time) of any
governmental and regulatory authorities or central bank relevant in the context
of the issue of any Instruments and the performance of and compliance with its
obligations thereunder, under this Agreement and the Keep-Well Agreements, and
shall submit (or procure the submission on its behalf of) such reports or
information and shall make (or procure that there is made on its behalf) such
registrations and filings as may from time to time be required for compliance
with such laws, regulations, policies and guidelines and shall procure that
Instruments shall have such maturities and denominations as may from time to
time be required for compliance with all applicable laws, regulations, policies
and guidelines;  14


(b)in connection with
the proposed issuance of Instruments, notify any Dealer promptly upon request
by such Dealer of the aggregate principal amount of Instruments of such Issuer
then outstanding (expressed in United States dollars) under the Programme and
for this purpose sub-paragraphs (i) to (iii) of Clause 3.1(o) shall
apply;  (c)in connection with
the proposed issuance of Instruments, from time to time deliver to each Dealer
a certified copy of any document which amends or supersedes any of its
Constitutive Documents and a certified copy of any resolution of its board of
directors or, as the case may be, managing directors or other governing body
which amends or supersedes the resolution in respect of such Issuer or ABB Ltd,
as the case may be, referred to in the Information Memorandum;  (d)deliver to each
Dealer a copy of each document lodged by or on behalf of such Issuer or ABB
Ltd, as the case may be, in relation to the Programme or any Instruments with
the Luxembourg Stock Exchange or with such other listing authority, stock
exchanges and/or quotation system on which Instruments shall then be admitted
to listing, trading and/or quotation (other than Pricing Supplements) as soon
as practicable after it has been lodged and a copy of each document made
available for inspection at the offices of any Paying Agent (as detailed in the
Information Memorandum) as soon as the same shall have become so available;  (e)without prejudice to
paragraph (d) above, as soon as the same become publicly available,
deliver to each Dealer a copy of its Annual Report and in the case of ABB Ltd,
a copy of its Annual Report and interim financial reports;  (f)supply (or procure
the supply) to each Dealer addressed to all Dealers (whether or not (in the
case of sub-paragraphs (ii) or (iii) below) any such Dealer is
participating in the relevant issuance of Instruments) legal opinions as set out
in Schedule 2 to this Agreement, comfort letters or agreed upon procedures
letters on the following bases:  (i)(unless, in any case,
a legal opinion in respect of ABB Ltd or, as the case may be, such Issuer
addressed to all the Dealers shall have been provided during the period of
twelve months ended on such anniversary) legal opinions in respect of such
Issuer or, as the case may be, ABB Ltd on each anniversary of the date on which
such legal opinions were signed and delivered in connection with the original
establishment of the Programme, and, on each date which falls twelve calendar
months after the provision of the last legal opinion in respect of ABB Ltd or,
as the case may be, such Issuer;  15


(ii)a legal opinion in
respect of ABB Ltd, upon the issuance by such Issuer of any Instruments agreed
as contemplated herein to be issued and purchased;  (iii)(unless otherwise
stated in the Relevant Agreement) an auditors comfort letter or agreed upon
procedures letter in respect of ABB Ltd and such Issuer and a legal opinion in
respect of such Issuer (from suitable lawyers qualified in English law) upon
the issuance by such Issuer of Instruments agreed as contemplated herein to be
sold and purchased in transactions in which it is customary under then existing
market practice to provide updated auditors agreed upon procedures letters or
legal opinions in light of, inter alia,
the size of the transaction, the nature of the distribution or changes in the
financial position of such Issuer or ABB Ltd and its subsidiaries taken as a
whole;  (iv)a legal opinion in
respect of, as relevant, such Issuer and/or ABB Ltd from suitable lawyers
qualified in English or, as relevant Swiss, law if requested by any Dealer in relation
to any material change or proposed material change to any of this Agreement,
the Fiscal Agency Agreement or the Deed of Covenant or the Keep-Well Agreement,
or any change or proposed change in applicable law or regulation relating to
the issuance of Instruments affecting in any material respect such Issuer or
ABB Ltd, this Agreement, the Fiscal Agency Agreement or the Deed of Covenant or
the Keep-Well Agreement;  (g)so long as any
Instrument remains outstanding, such Issuer will not modify, amend or terminate
the Keep-Well Agreement where such modification, amendment or termination would
have an adverse effect upon any holder of any Instrument or Coupon, nor will
such Issuer waive, or fail to take all reasonable steps to ensure that ABB Ltd
complies with its obligations under the Keep-Well Agreement (except where such
waiver or failure would not have an adverse effect upon any holder of any
Instrument or Coupon);  (h)in the case of each
Issuer, not consent to any amendment to the Fiscal Agency Agreement which may
materially adversely affect the interests of any Dealer or any holder of any
Instrument or Coupon;  (i)in the case of each
Issuer, without prejudice to the provisions of paragraphs (g) and (h) above,
give to each Dealer at least fifteen days prior notice in writing of any
proposed amendment to the Fiscal Agency Agreement, the Deed of Covenant and the
Keep-Well Agreement (whether or not adversely affecting the interests of any
Dealer or any holder of any Instrument or Coupon);  (j)from time to time
deliver to each Dealer a certificate as to the names and signatures of those
persons who are authorised to act on behalf of such Issuer, or, as the case may
be, ABB Ltd in relation to the Programme; and  16


(k)prepare or procure
the preparation of an amendment or supplement to the Information Memorandum or
publish a new information memorandum as may from time to time be required to be
prepared by law or by the requirements of any relevant listing authority, stock
exchanges and/or quotation system or, without prejudice to the generality of
the foregoing, if, while Instruments are offered under the Programme, there
shall occur any adverse change in the financial condition of such Issuer or ABB
Ltd and its subsidiaries taken as a whole that is material in the context of
issuance under the Programme (in the case of ABB Ltd and its subsidiaries taken
as a whole, being a change which might reasonably be expected to affect the
decision of a person considering whether to provide finance to such Issuer in
reliance on the existence of the relevant Keep-Well Agreement), which is not
reflected in the Information Memorandum.  3.4The rights and
remedies conferred upon any Dealer (or other indemnified person) under this
Clause shall continue in full force and effect notwithstanding the completion
of the arrangements set out herein for the issue, sale and purchase of the
relevant Instruments and regardless of any investigation made by such Dealer
(or other indemnified person).  4.UNDERTAKINGS BY THE DEALERS  4.1Each Dealer
undertakes to each Issuer and ABB Ltd that in relation to each Tranche of
Instruments agreed as contemplated herein to be sold and purchased:  (a)it will comply with
the provisions set out in Schedule 1 hereto it being agreed that, subject
to compliance by the relevant 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 in breach of any of the representations and warranties
on its part contained in paragraphs (a) to (e), (g), (h), (l), (o) and (q)
of Clause 3.1, the relevant Issuer shall not have any responsibility in respect
of the legality of any Dealer offering and selling Instruments in any
jurisdiction or in respect of the Instruments qualifying for sale in any
jurisdiction;  (b)in relation to each
Tranche of Instruments agreed as contemplated herein to be sold and purchased
it will make no public announcement (except for an initial announcement on
Reuters in the form typically appearing on Reuters) with regard to the relevant
Issuer or ABB Ltd or the issue or sale of the Instruments without the written
consent of such Issuer, which consent shall not be unreasonably withheld or
delayed;  (c)it will make no representation
and supply no information regarding the Issuers, ABB Ltd or any of their
respective subsidiaries or the Instruments in connection with the issue or sale
of the Instruments other than the form (including the terms and conditions) of
the Instruments, the Fiscal Agency Agreement, the Deed of Covenant and the
Keep-Well Agreement and other than any information contained in or extracted
from any public information  17


(including for the
avoidance of doubt, the Information Memorandum) or as is approved in writing
for such purpose by the relevant Issuer, without the written consent of the
relevant Issuer, which consent shall not be unreasonably withheld or delayed;
and  (d)it will certify
forthwith to the Issuer the date on which it has completed its distribution of
each Tranche of Instruments.  4.2Each Dealer agrees
with ACBV that:  (a)it can only act as a
Dealer in respect of Instruments issued by ACBV if and for so long as it is a professional
market party within the meaning of the Ministerial Exemption Regulation
pursuant to the Netherlands Act on the Supervision of Credit Institutions 1992
and agrees to provide ACBV with such information as it may require to evidence
this;  (b)it shall notify any
person (each, a transferee) to
whom it offers, delivers, pledges or otherwise transfers any Instruments issued
by ACBV other than High Denomination Instruments (or any beneficial interest or
participation therein) of the Dutch selling restrictions applicable to such
Instruments;  (c)it will not disclose
to ACBV any information regarding the identity of any purchasers or holders of
Instruments issued by ACBV on or before the issue date of such Instruments; and  (d)it will be made clear
upon making any offers relating to Instruments issued by ACBV with a
denomination of less than EUR 50,000 and from any and all documents or
advertisements in which the forthcoming offering of such Instruments is
publicly announced that the offer is exclusively made to Professional Market
Parties (as defined in Schedule 1 to this Agreement) which trade or invest
in securities in the conduct of a business or profession.  4.3The obligations of
the Dealers hereunder are several.  In
addition each of the Dealers agrees that Morgan Stanley & Co.
International Limited has only acted in an administrative capacity to
facilitate the establishment and/or maintenance of the Programme and has no
responsibility to it for (a) the adequacy, accuracy, completeness or
reasonableness of any representation, warranty, undertaking, agreement,
statement or information in the Information Memorandum, any Pricing Supplement,
this Agreement or any information provided in connection with the Programme or (b) the
nature and suitability to it of all legal, tax and accounting matters and all
documentation in connection with the Programme or any Tranche.  5.INDEMNITY  5.1Each of the Issuers
and ABB Ltd undertakes to and agrees with the Dealers and each of them that if
such Dealer or any of its officers, directors or employees and each person by
whom it is controlled for the purposes of the Securities Act (each a Relevant Party) incurs any direct claim,
demand, action, liability, damages and loss and any reasonable cost or expense
(including, without limitation, reasonable legal fees  18


and any applicable value
added tax) (a Loss) as a result
or arising out of or in relation to or in connection with any breach (or any
allegation by a person other than any Dealer or any officer, director or
employee or controlling person of any Dealer of any breach) of the
representations and warranties made by it herein or in writing in any Relevant
Agreement or in writing in any other agreement between such Issuer, ABB Ltd and
the relevant Dealer(s) in respect of any Instruments agreed to be sold and
purchased hereunder or any breach or alleged breach of any of the undertakings
given by it herein or in writing in any Relevant Agreement or in writing in any
other agreement between such Issuer, ABB Ltd and the relevant Dealer(s) in
respect of any Instruments agreed to be sold and purchased hereunder the
relevant Issuer or, as the case may be, ABB Ltd shall pay to such Dealer an
amount equal to such Loss.  No Dealer
shall have any duty or obligation, whether as fiduciary for any Relevant Party
or otherwise, to recover any such payment for such Relevant Party or to account
to such Relevant Party for any amounts paid to such Dealer under this Clause
5.1.  5.2If any action,
proceeding, claim or demand shall be brought or asserted against any Dealer (or
any of its officers, directors or employees or any person by whom it is
controlled for the purposes of the Securities Act) in respect of which
indemnity may be sought from any Issuer or, as the case may be, ABB Ltd as
herein provided, such Dealer shall promptly notify such Issuer or, as the case
may be, ABB Ltd in writing thereof.  5.3The relevant Issuer
or, as the case may be, ABB Ltd shall have the option to assume the defence
thereof with legal advisers in each relevant jurisdiction reasonably
satisfactory to the relevant Dealer (who shall not without the prior written
consent of such Dealer also be legal advisers to the relevant Issuer or, as the
case may be, ABB Ltd).  If the relevant
Issuer or, as the case may be, ABB Ltd so assumes the defence and retains such
legal advisers, such Dealer shall bear the fees and expenses of any additional
legal advisers retained by it in any relevant jurisdiction.  If the Issuer or, as the case may be, ABB Ltd
does not elect to assume the defence or fails to employ legal advisers in any
relevant jurisdiction reasonably satisfactory to such Dealer to represent such
Dealer within a reasonable time after notice of commencement of the action, it
will reimburse such Dealer for the reasonable fees and expenses of any legal
advisers retained by such Dealer.  After
timely notice from the relevant Issuer or, as the case may be, ABB Ltd of its
election so to assume the defence thereof, such Issuer or, as the case may be,
ABB Ltd will not be liable to such Dealer under this Clause 5.3 for any legal
expenses subsequently incurred by such Dealer in connection with the defence
thereof other than the reasonable costs of investigation.  The Issuer or, as the case may be, ABB Ltd
shall not be liable to indemnify any Dealer for any settlement of any such
action effected without the written consent of the Issuer or, as the case may
be, ABB Ltd which consent shall not be unreasonably withheld or delayed.  5.4The rights and
remedies conferred upon any Dealer (or other indemnified person) under this
Clause shall continue in full force and effect notwithstanding the completion
of the arrangements set out herein for the issue, sale and purchase of the
relevant  19


Instruments and regardless
of any investigation made by such Dealer (or other indemnified person).  5.5Each Dealer
undertakes with each Issuer and ABB Ltd that if such Issuer and/or ABB Ltd or
any of their respective officers, directors or employees and each person by
whom either of the relevant Issuer or ABB Ltd is controlled incurs any direct
claim, demand, action, liability, damages and loss and any reasonable cost or
expense (including, without limitation, reasonable legal fees and any
applicable value added tax) (a Loss)
as a result or arising out of, or in relation to, or in connection with any
breach (or any allegation by a person other than the Issuer, ABB Ltd, any
officer, director, employee or controlling person of the Issuer or ABB Ltd of
any breach) of any of the warranties, undertakings and agreements made by it
herein or in any Relevant Agreement or in writing in any other agreement in
respect of any Instruments whether arising before or after the completion of
the subscription and issue of the relevant Instruments then such Dealer shall
pay to the relevant Issuer or, as the case may be, ABB Ltd an amount equal to
such Loss.  The provisions of Clauses 5.3
and 5.4 with respect to the conduct and settlement of actions shall apply mutatis mutandis to this indemnity.  6.COSTS AND EXPENSES  6.1The Issuers (on a
several basis or, where any relevant item is attributable to more than one
Issuer, on a several basis for a proportion thereof which is the same proportion
as the aggregate principal amount of Instruments issued by such Issuer and
outstanding as at the relevant date for payment bears to the aggregate
principal amount of Instruments issued under the Programme and outstanding as
at the relevant date for payment) are each, failing which ABB Ltd is,
responsible for payment of the proper costs, charges and expenses (and any
applicable value added tax):  (a)incurred by it or of
any legal, accountancy and other professional advisers retained and instructed
by it in connection with the establishment of the Programme, the preparation of
the Information Memorandum, the preparation, production and delivery of this
Agreement, the Fiscal Agency Agreement, the Deeds of Covenant and any other
document connected with the Programme or the performance of and compliance by
it with any of its obligations or without prejudice to Clause 5.5, the exercise
of its rights under this Agreement, the Fiscal Agency Agreement, the Deeds of
Covenant or the Keep-Well Agreements;  (b)of any legal,
accountancy or other professional advisers retained and instructed by it in
respect of any Instruments issued by it and any document prepared in connection
therewith;  (c)of and incidental to
the setting, proofing, printing and distribution of the Information Memorandum
and any Pricing Supplements provided that where such costs, charges and
expenses are incurred by (a) person(s) other than an Issuer or ABB Ltd,
the prior written approval of the relevant Issuer(s) and/or  20


ABB Ltd to the
incurrence of such costs, charges and expenses shall have been obtained;  (d)of and incidental to
the setting, proofing, printing, checking and initial delivery of any
Instruments (whether in global or definitive bearer form or in registered form)
including inspection and authentication provided that where such costs, charges
and expenses are incurred by (a) person(s) other than an Issuer or ABB
Ltd, the prior written approval of the relevant Issuer(s) and/or ABB Ltd to the
incurrence of such costs, charges and expenses shall have been obtained;  (e)incurred at any time
in connection with the listing of Instruments on the Luxembourg Stock Exchange
or on such other listing authority, stock exchanges and/or quotation system on
which any Instruments may from time to time be admitted to listing, trading
and/or quotation and the maintenance of any such admission to listing, trading
and/or quotation provided that where such costs, charges and expenses are
incurred by (a) person(s) other than an Issuer or ABB Ltd, the prior
written approval of the relevant Issuer(s) and/or ABB Ltd to the incurrence of
such costs, charges and expenses shall have been obtained; and  (f)of any advertising
agreed upon between the Issuers, ABB Ltd or any of them and the Dealers or any
of them.  6.2As between the
Issuers, ABB Ltd and the Dealers, the Issuers (on a several basis or, where any
relevant item is attributable to more than one Issuer, on a several basis for a
proportion thereof which is the same proportion as the aggregate principal
amount of Instruments issued by such Issuer and outstanding as at the relevant
date for payment bears to the aggregate amount of Instruments issued under the
Programme and outstanding as at the relevant date for payment) are each,
failing which ABB Ltd is, responsible for the payment of the proper costs,
charges and expenses (and any applicable value added tax):  (a)incurred by ABB Ltd
or of any legal, accountancy and other professional advisers retained and
instructed by ABB Ltd in connection with the establishment of the Programme,
the preparation of the Information Memorandum, the preparation, production and
delivery of this Agreement, the Fiscal Agency Agreement, the Deed of Covenant
and any other document connected with the Programme or the performance of and
compliance by it with any of its obligations under the Keep-Well Agreement; and  (b)of any legal,
accountancy or other professional advisers retained and instructed by it in
respect of any Instruments issued by such Issuer and any document prepared in
connection therewith;  6.3The Issuers (on a
several basis or where any relevant item is attributable to more than one
Issuer on a several basis for a proportion thereof which is the same proportion
as the aggregate principal amount of Instruments issued by such Issuer and
outstanding as  21


at the relevant date for
payment bears to the aggregate amount of Instruments issued under the Programme
and outstanding as at the relevant date for payment), failing which ABB Ltd,
shall be responsible for the payment of all stamp, registration and other taxes
and duties (including any interest and penalties thereon or in connection
therewith) which may be payable upon or in connection with the execution and
delivery of this Agreement and the Fiscal Agency Agreement, the Deed of
Covenant executed by such Issuer and/or ABB Ltd, as the case may be, and the
issue or initial sale or delivery by such Issuer of Instruments of such Issuer
and the execution and delivery by it and/or ABB Ltd, as the case may be, of
each Pricing Supplement and any other document to which any Issuer(s) and/or
ABB Ltd, as the case may be, is/are party entered into in connection with the
Programme or any Instruments of such Issuer and shall indemnify each Dealer
against any direct claim, demand, action, loss, liability and damages and any
reasonable cost or expense (including, without limitation, reasonable legal
fees and any applicable value added tax) which it may incur as a result or
arising out of or in relation to any failure to pay or delay in paying any of
the same.  7.NOTICES AND COMMUNICATIONS  7.1All notices and
communications hereunder shall be made in writing (by letter (first class mail,
in the case of inland post and airmail, in the case of cross border post),
telex or fax) and shall be sent to the addressee at the address, telex number
or fax number specified against its name in Schedule 7 to this Agreement
(or, in the case of a Dealer not originally party hereto, specified by notice
to each Issuer, ABB Ltd and the other Dealers at or about the time of its
appointment as a Dealer) and for the attention of the person or department
therein specified (or as aforesaid) or, in any case, to such other address,
telex number or fax number and for the attention of such other person or
department as the addressee has by prior notice to the sender specified for the
purpose.  7.2Whenever a notice or
other communication shall be given as aforesaid by telex or fax it shall be
deemed received (subject, in the case of telex, to a confirmed answer back
being received at the end of the transmission and, in the case of fax, to
confirmation being received at the end of the transmission) on the day of dispatch
provided that if the time of despatch is after 3.00 p.m. (local time of
the recipient) on any day which is a business day (in the place of the
recipient) or any time on a day which is not a business day (in the place of
the recipient), it shall be deemed to have been received on the next business
day (in the place of the recipient) and whenever a notice or other
communication is sent by post as aforesaid it shall be deemed received three
days (in the case of inland post) or seven days (in the case of cross border
post) after being posted in a properly prepaid envelope and whenever a notice
or other communication is delivered by hand, it shall be deemed received upon
actual delivery.  8.CHANGES IN DEALERS  22


8.1The Issuers and/or
ABB Ltd may:  (a)by ten days notice
in writing to any Dealer, terminate the right of such Dealer to remain a Dealer
under this Agreement (but without prejudice to any rights, liabilities, duties
or obligations accrued or incurred on or before the effective date of
termination and in particular the validity of any existing agreement for the
sale and purchase of any Instruments); and/or  (b)nominate any
reputable institution, which may include any of the Issuers and/or ABB Ltd, as
a new Dealer hereunder either generally in respect of the Programme or in
relation to a particular Tranche of Instruments, in which event upon the
execution by such institution of a supplemental agreement in the terms set out
in Schedule 3 to this Agreement or in terms acceptable to the other
parties hereto such institution shall, subject as provided below, become a
party hereto with all the authority, rights, powers, duties and obligations of
a Dealer hereunder either generally in respect of the Programme or in relation
to a particular Tranche of Instruments provided always that an institution
which has become a Dealer in relation to a particular Tranche of Instruments
shall not be entitled to the benefit of the undertakings of the Issuers and ABB
Ltd contained in Clause 3.3 and Clause 5.1, except for those contained in
paragraphs (a), (f)(ii) and (iii), (g), (h), (i) and (k) of Clause
3.3 and the provisions of Clauses 8, 9 and 10 shall not apply to any such
Dealer.  8.2Any Dealer may, by
ten days written notice to each Issuer and ABB Ltd, resign as a Dealer under
this Agreement (but without prejudice to any rights, liabilities, duties or
obligations accrued or incurred on or before the effective date of resignation
and in particular the validity of any existing agreement for the sale and
purchase of any Instruments).  8.3The Issuers or ABB
Ltd will notify the Dealers and the Fiscal Agent of any change in the identity
of the Dealers appointed generally in respect of the Programme as soon as
reasonably practicable thereafter.  9.INCREASE IN AUTHORISED AMOUNT  9.1The Issuers and/or
ABB Ltd may, subject to the provisions of Clause 9.2 below, from time to time,
by giving at least twenty days notice by letter in substantially the form set
out in Schedule 5 to this Agreement to each of the Dealers, (with a copy
to the Paying Agents and the Registrars), inform each Dealer that the
Authorised Amount be increased and, each Dealer will be deemed to have given
its consent to the increase in the Authorised Amount, whereupon all references
in this Agreement shall be to the increased Authorised Amount.  9.2No increase shall be
effective unless and until (i) each of the Dealers shall have received (a) certified
true copies (and, if applicable, English translations) of the resolution of the
board of directors or, as the case may be, board of managing directors or other
governing body of the Issuers and ABB Ltd authorising the increase in the
Authorised Amount, (b) the documents and confirmations described in
paragraphs 4 and 10 of Schedule 2 to this Agreement and (c) confirmation
of the listing of the Programme in respect of Instruments up to the new
Authorised Amount  23


on the Luxembourg Stock
Exchange and any amendment or supplement to the Information Memorandum prepared
in connection therewith and (ii) the Issuers and ABB Ltd shall have
complied with all legal and regulatory requirements, if any, necessary for the
issuance of Instruments up to the new Authorised Amount and shall have provided
to each of the Dealers such evidence of compliance as any Dealer may reasonably
require.  10.CHANGE IN ISSUERS  10.1An Issuer may,
provided that at such time it is not party to a Relevant Agreement in respect
of which the related Instruments have not as yet been issued, from time to time
by 10 days written notice to the Dealers cease, subject to the following
provisions of this Clause, to be an Issuer in respect of the Programme.  If, upon the expiry
of such notice period, the Issuer does not have outstanding any Instruments
then, with effect from the date of the expiry of such notice period such Issuer
shall cease to be a party to this Agreement as Issuer, but without prejudice to
any rights, liabilities or obligations accrued or incurred under this Agreement
on or prior to such date.  If, upon the expiry
of such notice period, the Issuer does have outstanding any Instruments, then
such Issuer shall not cease to be a party to this Agreement unless and until
ABB Ltd or a direct or indirect subsidiary of ABB Ltd shall have been
substituted for and become principal debtor in respect of such Instruments or
Coupons pursuant to Condition 15 of the Terms and Conditions of such
Instruments, in which event such Issuer shall cease to be party to this
Agreement on the date upon which such substitution shall take effect, but
without prejudice to any rights, liabilities and obligations accrued or
incurred under this Agreement on or prior to such date.  10.2Any Issuer may
request that ABB Ltd or a direct or indirect subsidiary of ABB Ltd (the New Issuer) should become an Issuer in
respect of the Programme and accordingly should be party to this
Agreement.  If such a request is made,
upon the delivery to each of the Dealers of (i) the undertaking of the New
Issuer to be bound by the provisions of this Agreement substantially in the
form as set out in Schedule 6 hereto and (ii) a copy of an agreement
duly executed by the New Issuer whereby the New Issuer agrees to be bound by
the Fiscal Agency Agreement, the New Issuer shall become a party to this
Agreement as if originally named herein as an Issuer.  11.LAW AND JURISDICTION  11.1This Agreement and
each Relevant Agreement is governed by, and shall be construed in accordance
with, English law.  11.2Each of the Issuers
and ABB Ltd hereby agrees for the exclusive benefit of the Dealers that the
courts of England are to have jurisdiction to settle any disputes which may
arise out of or in connection with this Agreement and any Relevant Agreement
and that accordingly any suit, action or proceedings (together referred to as Proceedings) arising out of or in
connection with this Agreement and any Relevant Agreement may  24


be brought in such
courts.  Nothing contained in this Clause
shall limit any right to take Proceedings against any Issuer or ABB Ltd in any
other court of competent jurisdiction, nor shall the taking of Proceedings in
one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.  11.3Each of the Issuers
and ABB Ltd hereby appoints ABB Limited of Daresbury Park, Daresbury,
Warrington WA4 4BT, Cheshire) to accept service of any Proceedings on its
behalf in England.  If for any reason such
process agent ceases to act as such or no longer has an address in England,
each of the Issuers and ABB Ltd agrees to appoint a substitute process agent
and notify the Dealers of such appointment and if any Issuer or ABB Ltd, as the
case may be, fails to make any such appointment within twenty-one days, any
Dealer shall be entitled to appoint such a person by notice to such Issuer or
ABB Ltd, as the case may be.  11.4Nothing contained
herein shall affect the right to serve process in any other manner permitted by
law.  12.MODIFICATION AND AMENDMENT  No modification or
amendment of this Agreement shall be valid unless it is in writing and signed
by or on behalf of each of the parties hereto.  13.COUNTERPARTS  This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original.  Any party may enter into this
Agreement by signing any such counterpart.  14.CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999  A person who is not a
party to this Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement.  AS WITNESS the hands of the duly authorised representatives of the parties hereto
the day and year first before written.  25


SCHEDULE 1 SELLING RESTRICTIONS  United
States of America:  Each Dealer understands that the Instruments
have not been and will not be registered under the Securities Act and may not
be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except in accordance with Regulation S under the
Securities Act or pursuant to an exemption from the registration requirements
of the Securities Act.  Each Dealer
represents that it has offered and sold Instruments, and will offer and sell
Instruments (i) as part of their distribution at any time and (ii) otherwise
until 40 days after the completion of the distribution of Instruments of the
relevant Tranche, as determined and certified to the relevant Issuer by such
Dealer (or, in the case of a sale of a Tranche of Instruments to or through
such Dealer and one or more other Dealers, by each of such Dealers) only in
accordance with Rule 903 of Regulation S under the Securities Act.  Accordingly, each Dealer further represents
and agrees that neither it, its affiliates nor any person, acting on its behalf
have engaged or will engage in any directed selling efforts with respect to
Instruments, and that it and they have complied and will comply with the
offering restrictions requirement of Regulation S.  Each Dealer agrees that, at or prior to
confirmation of sale of Instruments, it will have sent to each distributor,
dealer or person receiving a selling concession, fee or other remuneration that
purchases Instruments from it during the distribution compliance period a
confirmation or notice to substantially the following effect:  The Instruments covered hereby have not been
registered under the U.S. Securities Act of 1933 (the Securities
Act) and may not be offered and sold within the United States or
to, or for the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until forty days after the
later of the commencement of the offering and the issue date of the Instruments
of the relevant Tranche, except in either case in accordance with Regulation S
under the Securities Act.  Terms used
above have the meanings given to them by Regulation S.  Terms
used in the above paragraph have the meanings given to them by Regulation S.  Each
Dealer represents and agrees that it has not entered and will not enter into
any written agreement with any person with respect to any sub-underwriting,
selling group or other similar arrangement relating to the distribution or
delivery of Instruments except with its affiliates or with the prior written
consent of the relevant Issuer.  In
addition, each Dealer represents and agrees that:  (i)except to the extent
permitted under U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D) (the D Rules), (x) it has not offered or sold, and during the
restricted period will not offer or sell, Instruments in bearer form to a
person who is within the United States or its possessions or to a United States
person, and (y) such Dealer has not delivered and will not deliver within the
United States or its possessions definitive Instruments in bearer form that are
sold during the restricted period;  26


(ii)it has and throughout the
restricted period will have in effect procedures reasonably designed to ensure
that its employees or agents who are directly engaged in selling Instruments in
bearer form are aware that such Instruments may not be offered or sold during
the restricted period to a person who is within the United States or its
possessions or to a United States person, except as permitted by the D Rules;  (iii)if such Dealer is a United
States person, it represents that it is acquiring the Instruments in bearer
form for purposes of resale in connection with their original issuance and, if
such Dealer retains Instruments in bearer form for its own account, it will
only do so in accordance with the requirements of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(6);  (iv)with respect to each
affiliate (if any) that acquires from such Dealer Instruments in bearer form
for the purposes of offering or selling such Instruments during the restricted
period, such Dealer either (A) hereby represents and agrees on behalf of
such affiliate (if any) to the effect set forth in sub-paragraphs (i), (ii) and
(iii) of this paragraph or (B) agrees that it will obtain from such
affiliate (if any) for the benefit of the relevant Issuer the representations
and agreements contained in sub-paragraphs (i), (ii) and (iii) of
this paragraph; and  (v)it will obtain from any distributor
(within the meaning of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(4)(ii)) that
purchases any Instruments in bearer form from such Dealer pursuant to a written
contract with it (except a distributor that is one of its affiliates or is
another Dealer), for the benefit of the Issuer and each other Dealer, the
representations contained in, and such distributors agreement to comply with,
the provisions of sub- paragraphs (i), (ii), (iii) and (iv) of this
paragraph insofar as they relate to the D Rules, as if such distributor were a
Dealer hereunder.  Terms
used in the above paragraphs have the meanings given to them by the United
States Internal Revenue Code of 1986 and Regulations thereunder, including the
D Rules.  Each
issuance of index-, commodity- or currency-linked Instruments shall be subject
to additional U.S. selling restrictions as the relevant Dealer or Dealers shall
agree as a term of the issuance and purchase of such Instruments.  Each Dealer agrees that it shall offer, sell
and deliver such Instruments only in compliance with such additional U.S.
selling restrictions.  United
Kingdom: 
Each Dealer further represents and agrees that:  (a)No offer to
public  In relation to Instruments which have a maturity of
one year or more, it has not offered or sold and, prior to the expiry of a
period of six months from the issue date of such Instruments, will not offer or
sell any such Instruments to persons in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes  27


of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995;  (b)No
deposit-taking  In relation to any Instruments having a maturity of
less than one year from the date of their issue:  (1)it is a person whose
ordinary activities involve it in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of its business; and  (2)it has not offered or sold
and will not offer or sell any Instruments other than to persons:  (a)whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or  (b)who it is reasonable to
expect will acquire, hold, manage or dispose of investments (as principal or
agent) for the purposes of their businesses,  where the issue of the Instruments would otherwise
constitute a contravention of section 19 of the FSMA by the Issuer;  (c)Financial
promotion  It has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) received by it in connection with the issue or sale of any
Instruments in circumstances in which section 21(1) of the FSMA does
not apply to the Issuer; and  (d)General
compliance  It has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to any
Instruments in, from or otherwise involving the United Kingdom.  Japan:  Each Dealer understands
that the Instruments have not been and will not be registered under the
Securities and Exchange Law of Japan and, accordingly, undertakes that it will
not offer or sell any Instruments directly or indirectly, in Japan or to, or
for the benefit of, any Japanese Person or to others for re-offering or
re-sale, directly or indirectly, in Japan or to any Japanese Person except
under circumstances which will result in compliance with all applicable laws,
regulations and guidelines promulgated by the relevant Japanese governmental
and regulatory authorities and in effect at the relevant time.  For the purposes of this paragraph, Japanese Person shall mean any person resident in Japan,
including any corporation or other entity organised under the laws of Japan.  28


The
Netherlands/Global:  (a)Instruments
issued by ACBV  Each
Dealer represents and agrees (and each Dealer further appointed under the
Programme will be required to represent and agree) that Instruments issued by
ACBV (including rights representing an interest in a Global Instrument) may not
be offered, sold, transferred or delivered as part of their initial
distribution or at any time thereafter, directly or indirectly, to anyone anywhere in the world other than to the following
entities (hereinafter referred to as Professional Market
Parties or PMPs)
provided they acquire the Instruments for their own account and, if such
Instruments have an individual denomination of less than  50,000 (or the
equivalent in other currency), they also trade or invest in securities in the
conduct of a business or profession:  (i)banks, insurance companies, securities
firms, collective investment institutions or pension funds that are (i) supervised
or licensed under Dutch law or (ii) established in a European Economic Area member state (other than The
Netherlands), Hungary, Monaco, Poland, Puerto Rico, Saudi Arabia, Slovakia,
Czech Republic, Turkey, South Korea, the United States, Japan, Australia,
Canada, Mexico, New Zealand or Switzerland, and are subject to prudential
supervision in their country of establishment;  (ii)collective investment institutions which offer their shares or
participations exclusively to professional investors (or, as far as foreign
investment institutions are concerned: to such investors located in The
Netherlands) and are not required to be supervised or licensed under Dutch law;  (iii)the Dutch government (de Staat der Nederlanden), the Dutch
Central Bank (de Nederlandsche Bank N.V.),
a foreign government body being part of a central government, a foreign central
bank, Dutch or foreign regional, local or other decentralised governmental
institutions, international treaty organisations and supranational
organisations;  (iv)enterprises or entities with total
assets of at least 500,000,000 (or the equivalent thereof in another currency)
according to their balance sheet at the end of the financial year preceding the
date they purchase or acquire the Instruments;  (v)enterprises, entities, or natural
persons with a net equity (eigen vermogen)
of at least 10,000,000 (or the equivalent thereof in another currency)
according to their balance sheet at the end of the financial year preceding the
date they purchase or acquire the Instruments and who or which have been active in the financial markets on average twice a month over a
period of at least two consecutive years preceding such date;  (vi)subsidiaries of the entities
referred to under (i) above, provided such subsidiaries are subject to prudential supervision;  29


(vii)enterprises or entities that
have a credit rating from an approved rating agency or whose securities have
such a rating; and  (viii)such other entities designated
by the competent Netherlands authorities after the date hereof by any amendment
of the applicable regulations.  All Instruments shall bear a legend to the following
effect, it being understood and agreed that the receipt of the Information
Memorandum by initial offerees from the Arranger shall constitute sufficient
notice of the transfer restrictions set out in the legend:  THIS INSTRUMENT (OR ANY INTEREST THEREIN) MAY NOT
BE SOLD, TRANSFERRED OR DELIVERED TO ANYONE
ANYWHERE IN THE WORLD OTHER THAN TO PROFESSIONAL MARKET PARTIES (PMP) WITHIN THE MEANING OF THE EXEMPTION REGULATION UNDER
THE DUTCH ACT ON THE SUPERVISION OF CREDIT INSTITUTIONS 1992 (AS AMENDED).  EACH HOLDER OF INSTRUMENTS (OR ANY INTEREST THEREIN),
BY PURCHASING SUCH INSTRUMENTS (OR ANY INTEREST THEREIN), WILL BE DEEMED TO
HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE COMPANY THAT (1) IT IS
A PMP AND IS ACQUIRING SUCH INSTRUMENTS (OR ANY INTEREST THEREIN) FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A PMP, THAT (2) SUCH INSTRUMENTS (OR ANY
INTEREST THEREIN) MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED TO ANYONE ANYWHERE IN THE WORLD OTHER THAN A PMP ACQUIRING FOR ITS
OWN ACCOUNT OF FOR THE ACCOUNT OF A PMP AND THAT (3) IT WILL PROVIDE NOTICE
OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE.  The above restriction and legend requirement shall not
apply with respect to Instruments issued by ACBV in a particular Series provided
the following conditions are met (such Instruments herein referred to as: High Denomination Instruments):  (a)all such Instruments of the
relevant Series shall have a denomination of at least 500,000 or such
lower denominations as shall be applicable under Dutch banking regulations (or
the equivalent in other currency); and  (b)on the Issue/Closing Date
for the Instruments ACBV is either not reasonably able to identify the holders
thereof (other than the Dealer(s) purchasing such Instruments from ACBV who
must be a PMP identified as such by ACBV in accordance with the Dutch Central
Banks regulations) or has verified in accordance with such regulations that
all holders it is reasonably able to identify are PMPs; and  (c)all Notes are held at the
Issue/Closing Date through a clearing system that is established in a European
Economic Area member state, the United States,  30


Japan, Australia, Canada or Switzerland in
which securities can only be held through a licensed bank or securities firm.  (b)Instruments issued by AIFLTD  Each Dealer further represents and agrees that it has
not, directly or indirectly, offered and it will not, directly or indirectly,
offer any Instruments (including rights representing an interest in a Global
Instrument) of AIFLTD or any New Issuers incorporated outside the European
Economic Area in The Netherlands as part of their initial distribution or by
way of reoffering, except for Instruments with a denomination of at least EUR
50,000 (or the equivalent thereof in another currency), provided that if any
such Instruments are issued:  (1)at a discount, they may
only be offered if their issue price is no less than EUR 50,000 (or its
equivalent in any other currency);  (2)on a partly-paid basis,
they may only be offered if paid-up by their initial holders to at least such
amount;  (3)with a denomination of
precisely Euro 50,000 (or its equivalent in any other currency), they may only
be offered on fully-paid basis and at par or at a premium.  (c)Instruments issued by ACBV and AIFLTD  Each Dealer represents and agrees that, in addition
and without prejudice to the restrictions set out above under (a) and (b) and
regardless of their denomination in respect of Zero Coupon Instruments and
other Instruments on which no interest is paid during their tenor or on which
no interest is due whatsoever (other than Registered Instruments) that it has
not, directly or indirectly, offered, sold, transferred or delivered, and will
not, directly or indirectly, offer, sell, transfer or deliver any of such
Instruments in the Netherlands as part of their initial distribution or
immediately thereafter.  Federal
Republic of Germany: Each Dealer confirms
that it is aware of the fact that no German selling prospectus (Verkaufsprospekt) has been or will be published with respect
to the Programme and that such Dealer will comply with the Securities Selling
Prospectus Act (the SSPA) of the
Federal Republic of Germany (Wertpapier-Verkaufsprospektgesetz).  In particular, each Dealer undertakes not to
engage in public offering (öffentliches Anbieten)
or other selling activities in the Federal Republic of Germany with respect to
any Instruments issued under the Programme otherwise than in accordance with
the SSPA and any other legislation replacing or supplementing the SSPA and all
other applicable laws and regulations.  France:  Each of the Dealers and the
Issuers has represented and agreed that it has not offered or sold or caused to
be offered or sold and will not offer or sell or caused to be offered or sold,
directly or indirectly, any Instruments by way of a public offering in the
Republic of France (an appel public à l épargneas
defined in Article L.411-1 of the French Code
monétaire et financier (formerly, Article 6 of Ordonnance no.67-833
of 28 September 1967), and that offers and sales of Instruments will be
made in the Republic of France in  31


accordance
with each Article L.411-2et seq. and
Decree no.98-880 dated 1 October 1998 relating to offers to a limited
number of investors and/or qualified investors.  In
addition, each Dealer has represented and agreed that it has not distributed or
caused to be distributed and will not distribute or cause to be distributed in
the Republic of France the Information Memorandum or any other offering
material relating to any Instruments issued under the Programme other than to
those investors to whom offers and sales of Instruments may be made as
described above.  General:  Each Dealer acknowledges
that no action has been or will be taken by the Issuer or any Dealer that
would, or is intended to, permit a public offer of the Instruments in any
country or jurisdiction where any such action for that purpose is
required.  Accordingly, each Dealer
undertakes that it will observe all applicable laws and regulations in each
country or jurisdiction in or from which it may acquire, offer, sell or deliver
Instruments or have in its possession or distribute any offering material,
information memorandum, offering circular, prospectus, form of application,
advertisement or other document or information.  Each
Dealer further agrees that it will not directly or indirectly offer, sell or
deliver any Instruments or distribute or publish the Information Memorandum or
any other offering material in or from any country or jurisdiction except under
circumstances that will, in its reasonable belief, result in compliance with
any applicable laws and regulations, including in respect of the jurisdictions
set out above, and all offers and sales of Instruments by it will be made on
the foregoing terms.  32


SCHEDULE 2 CONDITIONS PRECEDENT  1.A certified true copy
(and, if applicable, English translation) of the Constitutive Documents of the relevant
Issuer and ABB Ltd.  2.Certified true copies
(and, if applicable, English translations) of all relevant resolutions of its
board of directors or, as the case may be, board of managing directors or other
governing body of the relevant Issuer (including any New Issuer) authorising
the issuance of Instruments in an aggregate principal amount of up to the
Authorised Amount applicable to such Issuer and the execution, delivery and
performance by such Issuer of the Dealership Agreement, the Fiscal Agency
Agreement, the Deed of Covenant and the Instruments.  3.In relation to the
relevant Issuer and ABB Ltd, a list of the names and titles and specimen
signatures of the persons authorised:  (a)to sign on behalf of such
Issuer or ABB Ltd, as the case may be, the above-mentioned documents;  (b)to sign on behalf of such
Issuer or ABB Ltd, as the case may be, all notices and other documents to be
delivered pursuant thereto or in connection therewith; and  (c)to take any other action on
behalf of such Issuer or ABB Ltd, as the case may be,  in relation to the Programme.  4.Any necessary
governmental, tax, exchange control or other approvals or consents.  5.The Dealership Agreement,
duly executed.  6.The Fiscal Agency
Agreement, duly executed or a conformed copy thereof.  7.In respect of the
relevant Issuer, the Deed of Covenant duly executed or a conformed copy
thereof.  8.A certified copy of the
relevant duly executed Keep-Well Agreement.  9.The Information
Memorandum and confirmation of the listing of the Programme and the issuance of
Instruments by the relevant Issuer on the Luxembourg Stock Exchange.  10.Legal opinions from
suitable lawyers qualified in English law and internal Counsel of ABB Ltd, (in
the case of AIFLTD) from the legal advisers to AIFLTD in Guernsey, currently
Ozannes, (in the case of ACBV) from the legal advisers to ACBV in the
Netherlands, currently Clifford Chance, Amsterdam, (in the case of any New
Issuer (as defined in Clause 10.2)) from reputable and suitably qualified legal
advisers in the jurisdiction of incorporation and, if different, tax residence
of such New Issuer.  Each legal opinion
referred to above (other than in respect of any New Issuer) to be delivered
pursuant to Clause 3.3(f) of the Dealership Agreement.  33


11.Confirmation of the ratings
for the Programme obtained from applicable rating agency(ies).  12.In relation to the relevant
Issuer and ABB Ltd, a letter from ABB Limited agreeing to act as process agent
for such Issuer and ABB Ltd, as the case may be, in relation to the Dealership
Agreement, the Fiscal Agency Agreement, the Deed of Covenant and the
Instruments.  34


SCHEDULE 3DEALER ACCESSION LETTER  [Date]  [New
Dealer[s]] [Address]  Dear
Sirs,  ABB
INTERNATIONAL FINANCE LIMITED ABB
CAPITAL B.V. (the Issuers) Programme
for the Issuance of Debt Instruments  We
refer to the Dealership Agreement dated 10 March 1993 and amended and
restated on 24 November 2004 entered into in respect of the above
Programme for the Issuance of Debt Instruments (such agreement, as modified or
amended from time to time, the Dealership Agreement)
between ourselves, ABB Ltd and the Dealers from time to time party thereto, and
have pleasure in inviting [each of] you to become a Dealer upon the terms of
the Dealership Agreement [in respect of and for the purpose of [specify Tranche
of Instruments]](1), a copy of which has been supplied to you by us.  We are enclosing copies of the conditions
precedent as set out in Schedule 2 to the Dealership Agreement and copies
of the most recent comfort letters and opinions delivered pursuant to paragraph
(f) of Clause 3.3 of the Dealership Agreement.  Please return to us a copy of this letter
signed by an authorised signatory [on your behalf/on behalf of each of you]
whereupon [each of] you will become a Dealer for the purposes of the Dealership
Agreement with[, subject as hereinafter provided,] all the authority, rights,
powers, duties and obligations of a Dealer under the Dealership Agreement [in
respect of and for the purpose of [specify Tranche of Instruments] and provided
always that [each of] you shall not be entitled to the benefit of our
undertakings contained in Clause 3.3 of the Dealership Agreement except for
those contained in paragraphs (a), (f)(ii) and (iii), (g), (h), (i) and
(k) thereof and the provisions of Clauses 8, 9 and 10 of the Dealership
Agreement shall not apply to [any of] you].(1)  This
letter is governed by, and shall be construed in accordance with, English law.  Yours
faithfully,  [Names
of all current Issuers]  By:  By:  By:  ABB Ltd  By:  
 (1)Applies only where the incoming Dealer is being appointed in respect
of a particular Tranche of Instruments  35


CONFIRMATION  We
hereby accept the appointment as a Dealer and accept all of the duties and
obligations under, and terms and conditions of, the Dealership Agreement upon
the terms of this letter [in respect of and for the purpose of [specify Tranche
of Instruments]].  We
confirm that we are in receipt of all the documents referred to in the second
sentence of your letter and have found them to be satisfactory.  For the
purposes of the Dealership Agreement our communications details are as set out
below.  [NEW
DEALER]  By:  Date:  Address:[           ] Telex:[           ] Facsimile:[           ] Attention:[           ]  [NEW
DEALER]  By:  Date:  Address:[           ] Telex:[           ] Facsimile:[           ] Attention:[           ]  [(1)Copies
to:  (i)all existing Dealers who
have been appointed in respect of the Programme generally; and  (ii)the Fiscal Agent.]  
 (1)Applies only where the incoming Dealer is being appointed in respect
of the Programme generally  36


SCHEDULE 4SPECIMEN FORM OF RECORD OF RELEVANT AGREEMENT APPROPRIATE WHERE A GROUP OF
DEALERS ARE JOINTLY AND SEVERALLY AGREEING TO SUBSCRIBE FOR THE RELEVANT
INSTRUMENTS  [Letterhead
of the Issuer]  [Date]  Form of
Record of Relevant Agreement  [                      ] (the Relevant Dealer)  [                      ] (together,
with the Relevant Dealer, the Dealers)  Dear
Sirs  ABB
INTERNATIONAL FINANCE LIMITED ABB
CAPITAL B.V. (the Issuers) Programme
for the Issuance of Debt Instruments  Issue
of [Aggregate principal amount and title of Instruments to be issued (theInstruments)]  We,
[ABB International Finance Limited/ABB Capital B.V.] (the Issuer)
and ABB Ltd, refer to the dealership agreement (the Dealership
Agreement) dated 10 March 1993 and amended and restated on
24 November 2004 and
made between ourselves, the other Issuers, ABB Ltd and the Dealers named
therein and entered into with respect to the Programme for the issuance of debt
instruments, described in an information memorandum dated 24 November 2004.  [The Instruments are the subject of an
invitation telex dated [        ].]  We
write in order to record the agreement between us as follows:  (a)our agreement recorded in
this letter is a Relevant Agreement as defined in the Dealership Agreement and
is subject to the Dealership Agreement (save as modified in relation to the
Instruments as provided herein) and the Pricing Supplement which has been
prepared in respect of such Instruments;  (b)we will, in accordance with
the Fiscal Agency Agreement dated 10 March 1993 and amended and restated
on 24 November 2004 and as further amended or supplemented from time
to time, issue the Instruments (represented by an appropriate temporary global
instrument) on [           ]*
(or such later date, being not later than [        ]*, as may be agreed between us and the
Relevant Dealer on your behalf) (the closing date);  37


(c)you jointly and severally
undertake that you will subscribe for the Instruments on the closing date at
their [issue price]* as specified in the invitation telex [plus (if the closing
date has been subject to postponement) accrued interest on their principal
amount]* (the Issue Price) and, on the closing
date, pay the net subscription moneys for the Instruments being the Issue Price
[(less the commissions, concessions and other matters agreed to be deducted
pursuant to paragraph (d) below)] by credit transfer in the currency in
which the Instruments are denominated for same day/immediate value to [set out
full details of the Issuers receiving bank account].  (d)[specify agreement with
respect to commissions, concessions, costs and expenses and other such matters
stating whether such items may be deducted from the Issue Price payable on the
closing date;]  (e)[[          ]
agrees to act as [insert details of any calculation agency or similar function
which [          ] has agreed
to undertake] and we confirm that the provisions of Clause 3.2(f) of
the Dealership Agreement will apply to such appointment].**  Please
signify your confirmation that the foregoing correctly records the agreement
between us by counter-signing and returning the enclosed copy of this letter
together with evidence of the authority of the person signing on your behalf.  This
letter agreement is governed by, and shall be construed in accordance with,
English law.  Yours
faithfully  [ABB
INTERNATIONAL FINANCE LIMITED/ABB CAPITAL B.V.]  By:
  By:ABB LTDBy:
  By:  Confirmed  [list
the Relevant Dealer and Dealers in the
agreed order]  By:  
 *delete or complete as appropriate **only to be considered in relation to Tranches where a Dealer has
agreed to undertake any calculation agency or similar function  38


SCHEDULE 5NOTICE OF INCREASE OF AUTHORISED AMOUNT  To:[list all current Dealers
appointed in respect of the Programme generally]  Dear
Sirs,  ABB
INTERNATIONAL FINANCE LIMITED ABB
CAPITAL B.V. (theIssuers) Programme
for the Issuance of up to U.S.$5,250,000,000 Debt Instruments  We
refer to the Dealership Agreement dated 10 March 1993 and amended and
restated on 24 November 2004 entered into in respect of the above
Programme for the Issuance of Debt Instruments (such agreement, as modified or
amended from time to time, the Dealership Agreement),
between ourselves as Issuers, ABB Ltd and the Dealers from time to time party
thereto.  Terms used in the Dealership
Agreement shall have the same meanings in this letter.  Pursuant
to Clause 9.1 of the Dealership Agreement, we hereby inform each of the
addressees listed above that the Authorised Amount be increased from
[          ] to
[          ] with effect from
[date] or such later date upon which the requirements of Clause 9.2 of the
Dealership Agreement shall be fulfilled, subject always to the provisions of
Clause 9.2 of the Dealership Agreement.  From
the date upon which the increase in the Authorised Amount becomes effective,
all references in the Dealership Agreement to the Authorised Amount shall be to
the new increased amount as specified herein.  This
letter is governed by, and shall be construed in accordance with, the laws of
England.  Yours
  faithfully,[Names of all current Issuers and/or ABB Ltd]By:  39


SCHEDULE 6UNDERTAKING FROM NEW ISSUER  To:[list all current Dealers
appointed in respect of the Programme generally]  Dear
Sirs,  ABB
INTERNATIONAL FINANCE LIMITED ABB
CAPITAL B.V. (theIssuers) Programme
for the Issuance of up to U.S.$5,250,000,000 Debt Instruments  We
refer to the Dealership Agreement dated 10 March 1993 and amended and
restated on 24 November 2004 entered into in respect of the above
Programme for the Issuance of Debt Instruments (such agreement, as modified or
amended from time to time, the Dealership Agreement),
between the Issuers, ABB Ltd and the Dealers from time to time party
thereto.  Terms used in the Dealership
Agreement shall have the same meanings in this letter.  We
desire to become an Issuer in respect of the Programme and accordingly a party
to the Dealership Agreement.  We
hereby undertake, with effect from
[          ], to each of the
Dealers to be bound by and to represent, warrant, undertake, perform and comply
with all the provisions of the Dealership Agreement in all respects as if we
had been originally named a party thereto as Issuer but on the basis that [specify any amendments, supplements or modifications which are
necessary to the provisions of the Dealership Agreement in its application to
the New Issuer].  This
letter is governed by, and shall be construed in accordance with, the laws of
England.  Yours
  faithfully,[Name of relevant Issuer]By:  40


SCHEDULE 7NOTICE DETAILS  ABB INTERNATIONAL FINANCE LIMITEDAddress:
  
  Suite 3Weighbridge
  HouseThe
  PolletSt.
  Peter PortGuernseyGY1
  IWLChannel
  IslandsFax:
  
  +44
  1481 729 016Attention:
  
  Business
  Administrationcopy to:Address:
  
  ABB
  Group Treasury OperationsAffolternstrasse
  44CH
  8050 ZurichSwitzerlandFax:
  
  +41
  43 317 7474Attention:
  
  Business
  OperationsABB CAPITAL B.V.Address:
  
  Burgemeester
  Haspelslaan 65, 5f1181NB
  AmsterdamThe
  NetherlandsFax:
  
  +3120
  445 9844Attention:
  
  Business
  Administrationcopy to:Address:
  
  ABB
  Group Treasury OperationsAffolternstrasse
  44CH
  8050 ZurichSwitzerlandFax:
  
  +41
  43 317 7474Attention:
  
  Business
  Operations  41


ABB LTDAddress:
  
  Affolternstrasse
  448050
  ZurichSwitzerlandFax:
  
  +41
  43 317 7992Attention:
  
  Legal
  DepartmentMORGAN STANLEY & CO. INTERNATIONAL LIMITEDTelex:
  
  8812564Fax:
  
  +44
  20 7677 7733Attention:
  
  Debt
  Capital Markets - Head of Transaction Management Group  42


SIGNATURES  The
Issuers  ABB
INTERNATIONAL FINANCE LIMITED  By:
  /s/
  C.J. Noon
  
  By:
  /s/
  A. HallChris
  Noon
  
  Alex
  Hall  ABB
CAPITAL B.V.  By:
  /s/
  A. Storck
  
  By:
  /s/
  Brian van ReijnAlfred
  Storck
  
  Brian
  van Reijn  ABB
Ltd  ABB LTD  By:
  /s/
  A. Storck
  
  By:
  /s/
  Richard BrownAlfred
  Storck
  
  Richard
  Brown  The
Dealer  MORGAN
STANLEY & CO. INTERNATIONAL LIMITED  By:
  /s/
  James WalterJames
  Walter  43