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                                                                     EXHIBIT 1.1

Articles of Incorporation of ABB Ltd, Zurich
as of May 16, 2003
This is a translation of the original German version. In case of any
discrepancy,
the German version shall prevail.


Section 1: Name, Place of Incorporation, Purpose and Duration

Name, Place of Incorporation
Article 1
         Under the name
         ABB Ltd
         ABB AG
         ABB SA
         there exists a corporation with its place of incorporation in Zurich.


Purpose
Article 2
1    The purpose of the Company is to hold interests in business enterprises,
particularly in enterprises active in the areas of industry, trade and services.
2    The Company may acquire, encumber, exploit or sell real estate and
intellectual property rights in Switzerland and abroad and may also finance
other companies.
3    The Company may engage in all types of transactions and may take all
measures that appear appropriate to promote, or that are related to, the purpose
of the Company.


Duration
Article 3
     The duration of the Company shall be unlimited.


Section 2: Share Capital

Share Capital
Article 4
1    The share capital of the Company is CHF 3,000,023,580 and is divided into
1,200,009,432 fully paid registered shares. Each share has a par value of CHF
2.50.
2    Upon resolution of the General Meeting of Shareholders, registered shares
may be converted into bearer shares and bearer shares may be converted into
registered shares.


Contingent Share Capital
Article 4bis
1    The share capital may be increased in an amount not to exceed CHF
550,000,000 through the issuance of up to 220,000,000 fully paid registered
shares with a par value of CHF 2.50 per share,
a)   up to the amount of CHF 525,000,000 through the exercise of conversion
rights and/or warrants granted in connection with the issuance on national or
international capital markets of newly or already issued bonds or other
financial market instruments by the Company or one of its group companies, and
b)   up to the amount of CHF 25,000,000 through the exercise of warrant rights
granted to the shareholders by the Company or one of its group companies. The
Board of Directors may grant warrant rights not taken up by shareholders for
other purposes in the interest of the Company.
     The pre-emptive rights of the shareholders shall be excluded in
connection with the issuance of convertible or warrant-bearing bonds or other
financial

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market instruments or the grant of warrant rights. The then current
owners of conversion rights and/or warrants shall be entitled to subscribe for
the new shares. The conditions of the conversion rights and/or warrants shall be
determined by the Board of Directors.
2    The acquisition of shares through the exercise of conversion rights and/or
warrants and each subsequent transfer of the shares shall be subject to the
restrictions of art. 5 of these Articles of Incorporation.
3    In connection with the issuance by the Company or one of its group
companies of convertible or warrant-bearing bonds or other financial market
instruments, the Board of Directors shall be authorized to restrict or deny the
advance subscription rights of shareholders if such issuances are for the
purpose of financing or refinancing the acquisition of an enterprise, parts of
an enterprise, participations or new investments or the issuance on national or
international capital markets. If advance subscription rights are denied by the
Board of Directors, the following shall apply:
the convertible or warrant-bearing bonds or other financial market instruments
shall be issued at the relevant market conditions and the new shares shall be
issued pursuant to the relevant market conditions taking into account the share
price and/or other comparable instruments having a market price. Conversion
rights may be exercised during a maximum 10-year period, and warrants may be
exercised during a maximum 7-year period, in each case from the date of the
respective issuance. The advance subscription rights of the shareholders may be
granted indirectly.
4    The share capital may be increased in an amount not to exceed CHF
200,000,000 through the issuance of up to 80,000,000 fully paid registered
shares with a par value of CHF 2.50 per share by the issuance of new shares to
employees of the Company and group companies. The pre-emptive and advance
subscription rights of the shareholders of the Company shall thereby be
excluded. The shares or rights to subscribe for shares shall be issued to
employees pursuant to one or more regulations to be issued by the Board of
Directors, taking into account performance, functions, levels of responsibility
and profitability criteria. Shares or subscription rights may be issued to
employees at a price lower than that quoted on the stock exchange.
5    The acquisition of shares within the context of employee share ownership
and each subsequent transfer of the shares shall be subject to the restrictions
of art. 5 of these Articles of Incorporation.


Authorized Share Capital
Article 4ter
1    The Board of Directors shall be authorized to increase the share capital in
an amount not to exceed CHF 250,000,000 through the issuance of up to
100,000,000 fully paid registered shares with a par value of CHF 2.50 per share
by not later than May 19, 2005. Increases in partial amounts shall be permitted.
2    The subscription and acquisition of the new shares, as well as each
subsequent transfer of the shares, shall be subject to the restrictions of art.
5 of these Articles of Incorporation.
3    The Board of Directors shall determine the issue price, the type of
payment, the date of issue of new shares, the conditions for the exercise of
pre-emptive rights, and the beginning date for dividend entitlement. In this
regard, the Board of Directors may issue new shares by means of a firm
underwriting through a banking institution, a syndicate or another third party
and a subsequent offer of these shares to the current shareholders. The Board of
Directors may permit pre-emptive rights that have not been exercised to expire
or it may place these rights and/or shares as to which preemptive rights have
been granted but not exercised, at market conditions or use them for other
purposes in the interest of the Company.
4    The Board of Directors is further authorized to restrict or deny the
pre-emptive rights of shareholders and allocate such rights to third parties if
the shares are to be used:
a)   for the acquisition of an enterprise, parts of an enterprise, or
participations, or for new investments, or, in case of a share placement, for
the financing or refinancing of such transactions; or

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b)   for the purpose of broadening the shareholder constituency in connection
with a listing of shares on domestic or foreign stock exchanges; or
c)   for employee participation plans; or
d)   for purposes of fulfilling the Company's obligations under the "ABB and
Non-Debtor Affiliate Settlement Agreement" in connection with the pre-packaged
plan of reorganization of Combustion Engineering, Inc. regarding not more than
30,298,913 shares.


Share Register and Restrictions on Registration, Nominees
Article 5
1    The Company shall maintain a share register listing the surname and first
name (in the case of legal entities, the company name) and address of the
holders and usufructuaries of the registered shares.
2    Acquirors of registered shares shall be registered upon request in the
share register as shareholders with the right to vote, provided that they
expressly declare that they acquired the registered shares in their own name and
for their own account.
3    If persons fail to expressly declare in their registration applications
that they hold the shares for their own account (the "Nominees"), the Board of
Directors shall enter such persons in the share register with the right to vote,
provided that the Nominee has entered into an agreement with the Board of
Directors concerning his status and is subject to a recognized bank or financial
market supervision.
4    After hearing the registered shareholder or Nominee, the Board of Directors
may cancel registrations in the share register, retroactive to the date of
registration, if such registrations were made based on incorrect information.
The relevant shareholder or Nominee shall be informed immediately as to the
cancellation.
5    The Board of Directors shall regulate the details and issue the
instructions necessary for compliance with the preceding provisions. In special
cases, it may grant exemptions from the rule concerning Nominees. The Board of
Directors may delegate its duties.
6    Notwithstanding paras. 2-4 of this article, acquirors of registered shares
may be registered in the share register with Vardepapperscentralen VPC AB
("VPC") in accordance with Swedish law.


Share Certificates
Article 6
1    The shareholder may at any time request the Company to issue a confirmation
of the number of registered shares held by such shareholder. The shareholder is
not entitled, however, to request the printing and delivery of certificates for
registered shares. The Company may, on the other hand, at any time print and
deliver certificates for registered shares, and may, with the consent of the
shareholder, destroy issued certificates that are delivered to it, without
replacement.
2    Uncertificated registered shares, including any uncertificated rights
arising thereunder, may be transferred only by way of assignment. The assignment
must be notified to the Company in order to be valid.
3    Uncertificated registered shares and the pecuniary rights associated
therewith may be pledged only by way of a written agreement, and only in favor
of the bank at which the shareholder holds such shares in book-entry form.
Notification to the Company shall not be necessary. Uncertificated registered
shares registered with VPC may be pledged in accordance with Swedish law.
4    In the event that shares are printed, they shall bear the signatures of two
members of the Board of Directors. These signatures may be facsimile signatures.
5    The Company may in any event issue certificates representing more than one
share.


Exercise of Rights
Article 7

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1    The Company shall only accept one representative per share.
2    The right to vote and rights relating thereto under a registered share may
be exercised vis-a-vis the Company only by a shareholder, usufructuary or
Nominee registered in the share register with the right to vote.


Dividend Access Facility
Article 8
1    The Company has established a dividend access facility under which
shareholders who are resident in Sweden have the option to be registered with
VPC as holders of a total of up to 600,004,716 registered shares of the Company,
with suspended dividend entitlement. The claim to dividends against the Company
on such registered shares shall be suspended as long as such registered shares
are registered with VPC. In lieu thereof, on each such registered share, an
amount equivalent to the dividend resolved on a registered share of the Company
shall be paid in Swedish kronor by ABB Participation AB based on the dividend
entitlement on a preference share.
2    In deciding on the appropriation of dividends, the General Meeting of
Shareholders shall take into account that the Company will pay dividends only on
shares that do not participate in the dividend access facility.


Section 3: Corporate Bodies

A. General Meeting of Shareholders

Competence
Article 9
     The General Meeting of Shareholders is the supreme body of the Company.


Ordinary General Meetings
Article 10
     The Ordinary General Meeting of Shareholders shall be held each year within
six months after the close of the fiscal year of the Company; the business
report and the Auditors' report, together with the Group Auditors' report, shall
be made available for inspection by the shareholders at the place of
incorporation of the Company by no later than twenty days prior to the meeting.
Each shareholder is entitled to request immediate delivery of a copy of these
documents. Shareholders will be notified of this in writing.


Extraordinary General Meetings
Article 11
1    Extraordinary General Meetings of Shareholders shall be held when deemed
necessary by the Board of Directors or the Auditors.
2    Furthermore, Extraordinary General Meetings of Shareholders shall be
convened upon resolution of a General Meeting of Shareholders or if this is
requested by one or more shareholders who represent an aggregate of at least
one-tenth of the share capital and who submit a petition signed by such
shareholder(s), specifying the items for the agenda and the proposals.


Notice of General Meetings
Article 12
1    Notice of General Meetings of Shareholders shall be given by the Board of
Directors or, if necessary, by the Auditors, by no later than twenty days prior
to the meeting date. Notice of the meeting shall be given by way of an
announcement appearing once in the official publication organ of the Company.
Shareholders may also be informed by ordinary mail. Liquidators and
representatives of bondholders shall also be entitled to call a General Meeting
of Shareholders.

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2    The notice of a meeting shall state the items on the agenda and the
proposals of the Board of Directors and of the shareholders who demanded that a
General Meeting of Shareholders be held or that an item be included on the
agenda and, in case of elections, the names of the nominated candidates.


Agenda
Article 13
1    One or more shareholders whose combined shareholdings represent an
aggregate par value of at least CHF 1,000,000 may demand that an item be
included on the agenda of a General Meeting of Shareholders. Such inclusion must
be requested in writing at least forty days prior to the meeting and shall
specify the agenda items and proposals of such shareholder(s).
2    No resolutions may be passed at a General Meeting of Shareholders
concerning agenda items for which proper notice was not given. This provision
shall not apply, however, to proposals made during a General Meeting of
Shareholders to convene an Extraordinary General Meeting of Shareholders or to
initiate a special audit.
3    No previous notification shall be required for proposals concerning items
included on the agenda and for debates as to which no vote is taken.


Presiding Officer, Minutes, Vote Counters
Article 14
1    The General Meeting of Shareholders shall be held at the place of
incorporation of the Company, unless the Board of Directors decides otherwise.
The Chairman of the Board or, in his absence, a Vice-Chairman or any other
Member appointed by the Board, shall take the chair.
2    The presiding officer shall appoint the secretary and the vote counters.
The minutes shall be signed by the presiding officer and the secretary.
3    The presiding officer shall have all powers and authority necessary to
ensure the orderly and undisturbed conduct of the General Meeting of
Shareholders.


Proxies
Article 15
1    The Board of Directors shall issue procedural rules regarding participation
in and representation at the General Meeting of Shareholders.
2    A shareholder may be represented only by his legal representative, another
shareholder with the right to vote, a corporate body (Organvertreter), an
independent proxy (unabhangiger Stimmrechtsvertreter), or a depositary
(Depotvertreter). All shares held by one shareholder may be represented by only
one representative.


Voting Rights
Article 16
     Subject to art. 5 para. 2 of these Articles of Incorporation, each share
shall grant the right to one vote.


Resolutions, Elections
Article 17
1    Unless otherwise required by law, the General Meeting of Shareholders shall
pass resolutions and decide elections upon an absolute majority of the votes
represented.
2    Resolutions and elections shall be decided by a show of hands, unless a
secret ballot is resolved by the General Meeting of Shareholders or is ordered
by the presiding officer. The presiding officer may also arrange for resolutions
and elections to be carried out by electronic means. Resolutions and elections
carried out by electronic means are deemed to have the same effect as secret
ballots.

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3    The presiding officer may at any time order that an election or resolution
decided by a show of hands be repeated through a secret ballot if, in his view,
the results of the vote are in doubt. In this case, the preceding decision by a
show of hands shall be deemed to have not occurred.
4    If the first ballot fails to result in an election and more than one
candidate is standing for election, the presiding officer shall order a second
ballot in which a relative majority shall be decisive.

Specific Powers of the General Meeting
Article 18
     The following powers shall be vested exclusively in the General Meeting of
Shareholders:
a)   adoption and amendment of the Articles of Incorporation;
b)   election of the members of the Board of Directors, the Auditors, the Group
Auditors and the Special Auditors;
c)   approval of the annual report and the consolidated financial statements;
d)   approval of the annual financial statements and deciding on the allocation
of profits shown on the balance sheet, in particular with regard to dividends;
e)   granting discharge to the members of the Board of Directors and the persons
entrusted with management;
f)   passing resolutions as to all matters reserved to the authority of the
General Meeting by law or under these Articles of Incorporation or that are
submitted to the General Meeting by the Board of Directors, subject to art. 716a
Swiss Code of Obligations.


Special Quorum
Article 19
     The approval of at least two-thirds of the votes represented shall be
required for resolutions of the General Meeting of Shareholders with respect to:
a)   a modification of the purpose of the Company;
b)   the creation of shares with increased voting powers;
c)   restrictions on the transfer of registered shares and the removal of such
restrictions;
d)   restrictions on the exercise of the right to vote and the removal of such
restrictions;
e)   an authorized or conditional increase in share capital;
f)   an increase in share capital through the conversion of capital surplus,
through an in-kind contribution or in exchange for an acquisition of property,
and a grant of special benefits;
g)   the restriction or denial of pre-emptive rights;
h)   a transfer of the place of incorporation of the Company;
i)   the dissolution of the Company without liquidation.


     B. Board of Directors

Number of Directors
Article 20
     The Board of Directors shall consist of no less than 7 and no more than 13
members, all of whom shall be shareholders.


Term of Office
Article 21
1    The term of office of the members of the Board of Directors shall be one
year. In this regard, one year shall mean the period between two Ordinary
General Meetings of Shareholders.
2    Members of the Board of Directors whose terms of office have expired shall
be immediately eligible for re-election.

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Organization of the Board, Remuneration
Article 22
1    The Board of Directors shall elect from among its members one Chairman and
one or more Vice-Chairmen. It shall appoint a secretary who need not be a member
of the Board.
2    The members of the Board of Directors shall be entitled to the
reimbursement of all expenses incurred in the interests of the Company, as well
as remuneration for their services that is appropriate in view of their
functions and responsibilities. The amount of the remuneration shall be fixed by
the Board of Directors or a committee of the Board of Directors.


Convening of Meetings
Article 23
     The Chairman shall convene meetings of the Board of Directors if and when
the need arises or whenever a member or the chief executive officer so requests
in writing.


Resolutions
Article 24
1    In order to pass resolutions, at least a majority of the members of the
Board of Directors must be present. No attendance quorum shall be required for
resolutions of the Board of Directors providing for the confirmation of capital
increases or for the amendment of the Articles of Incorporation in connection
therewith.
2    Resolutions of the Board of Directors shall be adopted upon a majority of
the votes cast. In the event of a tie, the Chairman shall have the casting vote.

3    Resolutions may be passed by way of circulation (in writing), provided that
no member requests oral deliberation.


Specific Powers of the Board
Article 25
1    The Board of Directors has, in particular, the following nondelegable and
inalienable duties:
a)   the ultimate direction of the business of the Company and the issuance of
the necessary instructions;
b)   the determination of the organization of the Company;
c)   the administration of accounting, financial control and financial planning;
d)   the appointment and removal of the persons entrusted with management and
representation of the Company;
e)   the ultimate supervision of the persons entrusted with management of the
Company, specifically in view of their compliance with law, these Articles of
Incorporation, the regulations and directives;
f)   the preparation of business reports, the preparations for the General
Meetings of Shareholders and the implementation of the resolutions adopted by
the General Meetings of Shareholders;
g)   the adoption of resolutions concerning an increase in share capital to the
extent that such power is vested in the Board of Directors (art. 651 para. 4
Swiss Code of Obligations) and of resolutions concerning the confirmation of
capital increases and corresponding amendments to the Articles of Incorporation,
as well as making the required report on the capital increase;
h)   the examination of the professional qualifications of the qualified
auditors;
i)   notification of the court if liabilities exceed assets.
2    In addition, the Board of Directors may pass resolutions with respect to
all matters that are not reserved to the authority of the General Meeting of
Shareholders by law or under these Articles of Incorporation.


Delegation of Powers
Article 26

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     Subject to art. 25 of these Articles of Incorporation, the Board of
Directors may delegate management of the Company in whole or in part to
individual directors or to third persons (Executive Committee) pursuant to
regulations governing the internal organization.


Signature Power
Article 27
     The due and valid representation of the Company by members of the Board of
Directors or other persons shall be set forth in regulations governing the
internal organization.


C. Auditors, Group Auditors and Special Auditors

Term, Powers and Duties
Article 28
1    The Auditors and the Group Auditors, both of which shall be elected by the
General Meeting of Shareholders each year, shall have the powers and duties
vested in them by law.
2    Special auditors, which shall be elected by the General Meeting of
Shareholders each year, shall have the powers and duties vested in them with
respect to the special reviews required in connection with capital increases
(articles 652f, 653f and 653i Swiss Code of Obligations).


Section 4: Annual Financial Statements, Consolidated Financial Statements and
Profit Allocation

Fiscal Year, Business Report
Article 29
1    The fiscal year shall close as of December 31 of each year, closing for the
first time on December 31, 1999.
2    For each fiscal year, the Board of Directors shall prepare a business
report including the annual financial statements (consisting of the profit and
loss statements, balance sheet and notes to the financial statements), the
annual report and the consolidated financial statements.


Allocation of Profit
Shown on the Balance Sheet, Reserves
Article 30
1    The profit shown on the balance sheet shall be allocated by the General
Meeting of Shareholders within the limits set by applicable law. The Board of
Directors shall submit its proposals to the General Meeting of Shareholders.
2    Further reserves may be taken in addition to the reserves required by law.
3    Dividends that have not been collected within five years after their expiry
date shall pass to the Company and be allocated to the general reserves.


Section 5: Announcements, Communications

Announcements, Communications
Article 31
1    The official publication organ of the Company shall be the Swiss Official
Gazette of Commerce.
2    To the extent that personal notification is not mandated by law, all
communications to the shareholders shall be deemed valid if published in the
Swiss Official Gazette of Commerce. Written communications by the Company to its
shareholders shall be sent by ordinary mail to the last address of the
shareholder or authorized recipient entered in the share register.

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Section 6: In-Kind Contributions and Acquisitions of Property

In-Kind Contributions
Article 32
1    Pursuant to an in-kind contribution agreement by and between the Company
and Credit Suisse First Boston, in Zurich, dated June 26, 1999, the Company, in
connection with the capital increase dated June 26, 1999, shall acquire from
Credit Suisse First Boston, in Zurich, as trustee of the former shareholders of
ABB Participation AG (former ABB AG), in Baden, 5,453,500 fully paid registered
shares of ABB Participation AG (former ABB AG) with a par value of CHF 10 per
share and 7,904,200 bearer shares of ABB Participation AG (former ABB AG) with a
par value of CHF 50 per share. These shares will be acquired at a total value of
CHF 3,328,079,400. In consideration for such contribution in-kind, the Company
shall issue to Credit Suisse First Boston, as trustee of the former shareholders
of ABB Participation AG (former ABB AG), a total of 145,807,329 fully paid
registered shares with an aggregate par value of CHF 1,458,073,290. The Company
shall allocate the difference between the total par value of the issued shares
and the net book value of the in-kind contribution in the total amount of CHF
1,870,006,110 to the reserves.
2    Pursuant to an in-kind contribution agreement by and between the Company
and Skandinaviska Enskilda Banken AB (publ), in Stockholm, dated June 26, 1999,
the Company, in connection with the capital increase dated June 26, 1999, shall
acquire from Skandinaviska Enskilda Banken AB (publ), in Stockholm, as trustee
of the former shareholders of ABB Participation AB (former ABB AB), in Vasteras,
651,813,826 A shares of ABB Participation AB (former ABB AB) and 241,261,761 B
shares of ABB Participation AB (former ABB AB). These shares will be acquired at
a total value of CHF 3,260,285,190. In consideration for such contribution
in-kind, the Company shall issue to Skandinaviska Enskilda Banken AB (publ), as
trustee of the former shareholders of ABB Participation AB (former ABB AB), a
total of 142,830,293 fully paid registered shares with an aggregate par value of
CHF 1,428,302,930. The Company shall allocate the difference between the total
par value of the issued shares and the net book value of the in-kind
contribution in the total amount of CHF 1,831,982,260 to the reserves.


Acquisitions of Property
Article 33
1    Pursuant to an acquisition of property agreement dated June 26, 1999, the
Company, following the capital increase dated June 26, 1999, will acquire from
Asea Holding AB, in Vasteras, 16,383,744
A shares and 28,453,689 B shares of ABB Participation AB (former ABB AB), in
Vasteras, at a price of CHF 71,708,860.
2    Following the capital increase dated June 26, 1999, the Company intends to
acquire from the remaining public shareholders of ABB Participation AG (former
ABB AG), in Baden, or in the cancellation procedure pursuant to art. 33 SESTA
all shares of ABB Participation AG (former ABB AG) which were not tendered to
the Company in connection with the exchange offer dated March 26, 1999, in
exchange for the Company's own registered shares based on the exchange offer
dated March 26, 1999.