Exhibit 4.14  EXECUTION COPY  
 Dated          August 2007  SHARE SALE AND PURCHASE
AGREEMENT  relating
to the sale and purchase of all outstanding shares of  ABB
Lummus Global Inc. and ABB Oil & Gas Europe B.V.  between  ABB
HOLDINGS INC.  ABB
HOLDINGS B.V.  ABB
ASEA BROWN BOVERI LTD.  CHICAGO
BRIDGE & IRON COMPANY  CHICAGO
BRIDGE & IRON COMPANY B.V.  and  CHICAGO
BRIDGE & IRON COMPANY N.V.  
  White &
Case LLP 5 Old Broad
Street
London  EC2N 1DW


CONTENTS  CLAUSE
  
  PAGE1.
  
  DEFINITIONS AND INTERPRETATION
  
  22.
  
  SALE AND PURCHASE
  
  23.
  
  CONSIDERATION
  
  24.
  
  CONDITIONS TO COMPLETION
  
  55.
  
  TERMINATION RIGHT
  
  96.
  
  CERTAIN PRE-COMPLETION
  UNDERTAKINGS
  
  107.
  
  COMPLETION AND RELATED MATTERS
  
  168.
  
  THE SELLERS WARRANTIES
  
  189.
  
  CB&IS WARRANTIES
  
  2010.
  
  THE SELLERS LIMITATIONS OF
  LIABILITY
  
  2011.
  
  OTHER POST-COMPLETION
  UNDERTAKINGS
  
  2112.
  
  COVENANTS
  
  3113.
  
  GUARANTEES
  
  3114.
  
  COST-SHARING
  
  3315.
  
  OTHER PROVISIONS
  
  34SCHEDULE 1 DEFINITIONS AND
  INTERPRETATION
  
  40SCHEDULE 2 THE ACQUIRED GROUP
  
  51SCHEDULE 3 REGULATORY CONDITION
  
  63SCHEDULE 4 COMPLETION
  ARRANGEMENTS
  
  64SCHEDULE 5 THE SELLERS
  WARRANTIES
  
  66SCHEDULE 6 CB&IS WARRANTIES
  
  78SCHEDULE 7 THE SELLERS
  LIMITATIONS OF LIABILITY
  
  80SCHEDULE 8 TAX COVENANT
  
  85SCHEDULE 9 ADDITIONAL COVENANT
  
  100  i


THIS SHARE SALE AND
PURCHASE AGREEMENTis made on          August 2007  BETWEEN:  (1)ABB HOLDINGS INC., a Delaware corporation
whose principal place of business is at 501 Merritt 7, 6th Floor, PO Box 5308,
Norwalk, CT 06856-5308, USA (the US Seller);  (2)ABB HOLDINGS B.V., a company organised under
the laws of The Netherlands whose principal place of business is at
Burgemeester Haspelslaan 65 5/F, 1181 NB Amstelveen, The Netherlands (the NL Seller, and together with
the US Seller, each a Seller and
collectively, the Sellers);  (3)ABB ASEA BROWN BOVERI LTD., a company
organised under the laws of Switzerland whose principal place of business is at
Affolternstrasse 44, CH-8050 Zurich, Switzerland (ABB);  (4)CHICAGO BRIDGE & IRON COMPANY, a Delaware
corporation whose principal place of business is at One CB&I Plaza, 2103
Research Forest, The Woodlands, TX 77380, USA (the US Purchaser);  (5)CHICAGO BRIDGE & IRON COMPANY B.V., a
company organised under the laws of The Netherlands whose principal place of
business is at Polarisavenue 31, 2132 JH Hoofddorp, The Netherlands (the NL Purchaser, and together
with the US Purchaser, each, a Purchaser
and collectively, the Purchasers);
and  (6)CHICAGO BRIDGE & IRON COMPANY N.V., a
company organised under the laws of The Netherlands whose principal place of
business is at Polarisavenue 31, 2132 JH Hoofddorp, The Netherlands (CB&I).  WHEREAS:  (A)The
US Seller is the legal and beneficial owner of 61,160 shares of
common stock, with no par value, of ABB Lummus Global Inc. (the Existing US Shares), a
Delaware corporation whose principal place of business is at 1515 Broad Street,
Bloomfield NJ 07003, USA (the US Company),
such Existing US Shares being all of the outstanding shares of capital
stock of the US Company as at the date of this Agreement.  (B)The
NL Seller is the legal and beneficial owner of 225 shares, with a
nominal value of one hundred euros (100) per share, in the share capital of
ABB Oil & Gas Europe B.V. (the Existing NL Shares
and together with the Existing US Shares, the Existing
Shares), a company organised under the laws of The Netherlands
whose principal place of business is at Oostduinlaan 75, 2596 JJ The
Hague, The Netherlands (the NL Company
and together with the US Company, each, a Company
and collectively, the Companies),
such Existing NL Shares being all of the issued shares in the capital of
the NL Company as at the date of this Agreement.  (C)The
Sellers desire to sell, and the Purchasers desire to purchase, the Shares (as
defined below), in each case on the terms and subject to the conditions of this
Agreement.


IT
IS AGREEDas follows:  1.DEFINITIONS
AND INTERPRETATION  1.1The terms and expressions used in this Agreement
shall have the respective meanings set out in Schedule 1 (Definitions and Interpretation).  1.2In this Agreement, unless the context otherwise
requires, references to Clauses and Schedules are references to Clauses of, and
Schedules to, this Agreement and references to paragraphs and Parts are
references to paragraphs and Parts of the Schedules.  The Schedules are incorporated into and form
an integral part of this Agreement.  1.3The table of contents and headings are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.  2.SALE
AND PURCHASE  2.1Subject to the terms and conditions of this
Agreement:  (a)the
US Seller agrees to sell the US Shares to the US Purchaser, and
the US Purchaser agrees to purchase the US Shares from the
US Seller; and  (b)the
NL Seller agrees to sell the NL Shares to the NL Purchaser, and
the NL Purchaser agrees to purchase the NL Shares from the
NL Seller,  in each case at Completion.  2.2The Shares shall be sold by the Sellers free from
all Encumbrances, other than Encumbrances arising pursuant to this Agreement,
and together with all rights attaching to the Shares as at Completion
(including the right to receive and retain all dividends or distributions
declared, made or paid on or after Completion).  2.3None of the Sellers and the Purchasers shall be
obliged to complete the sale and purchase of any of the Shares unless the sale
and purchase of all the Shares is completed simultaneously.  3.CONSIDERATION  3.1Purchase Price  3.1.1The
consideration for the sale of the US Shares (the US Purchase Price) shall be the
sum of:  (a)two
hundred and thirteen million dollars ($213,000,000) (the US Base Equity Price); plus  (b)interest
to be paid in dollars on the US Base Equity Price at the rate of eight
per cent. (8%) per annum for the period commencing on, and including,
1 January 2007 up to, and including, the Completion Date; plus  2


(c)an
amount to be paid in dollars which is equal to the aggregate amount of all
Inter-Company Debt owed by any US Acquired Company that is converted into
equity or capital of such US Acquired Company (whether or not shares of,
or other equity interests in, such US Acquired Company are issued in
connection therewith):  (i)during
the period commencing on, and including, 1 January 2007 up to, and
including, the day immediately prior to the date of this Agreement as set out
in Schedule 3.1.1(c)(i) to the Sellers Disclosure Letter; or  (ii)during
the period commencing on, and including, the date of this Agreement up to, and
including, the Completion Date to the extent that the same are approved by the
Purchasers as required pursuant to Clause 6.2.2,  (each such amount thus converted, a US Debt Conversion Amount);
plus  (d)an
amount to be paid in dollars which is equal to the aggregate amount of all
amounts paid, subscribed, injected or contributed to the capital of, or
otherwise provided by way of equity to, any US Acquired Company (whether
or not shares of, or other equity interests in, such US Acquired Company
are issued in connection therewith) by members of the ABB Group:  (i)during
the period commencing on, and including, 1 January 2007 up to, and
including, the day immediately prior to the date of this Agreement, as set out
in Schedule 3.1.1(d)(i) to the Sellers Disclosure Letter; or  (ii)during
the period commencing on, and including, the date of this Agreement up to, and
including, the Completion Date, to the extent that the same are approved by the
Purchasers as required pursuant to Clause 6.2.2,  (each such amount, a US Capital
Increase Amount); plus  (e)interest
to be paid in dollars on each US Debt Conversion Amount and each US Capital
Increase Amount at the rate of eight per cent. (8%) per annum for the
period commencing on, and including the relevant date of the event giving rise
to such US Debt Conversion Amount or US Capital Increase Amount, as
the case may be, up to, and including, the Completion Date.  3.1.2The
consideration for the sale of the NL Shares (the NL Purchase Price, and together
with the US Purchase Price, the Purchase
Price) shall be the sum of:  (a)two
hundred and twenty million seven hundred and eighty three thousand and forty
four euros (220,783,044) (the NL Base
Equity Price); plus  (b)interest
to be paid in euros on the NL Base Equity Price at the rate of eight
per cent. (8%) per annum for the period commencing on, and including,
1 January 2007 up to, and including, the Completion Date; plus  (c)an
amount to be paid in euros which is equal to the aggregate amount of all
Inter-Company Debt owed by any NL Acquired Company that is converted into
equity or capital of such NL Acquired Company (whether or not shares of,
or other equity interests in, such NL Acquired Company are issued in
connection therewith):  3


(i)during
the period commencing on, and including, 1 January 2007 up to, and
including, the day immediately prior to the date of this Agreement as set out
in Schedule 3.1.2(c)(i) to the Sellers Disclosure Letter; or  (ii)during
the period commencing on, and including, the date of this Agreement up to, and
including, the Completion Date to the extent that the same are approved by the
Purchasers as required pursuant to Clause 6.2.2,  (each such amount thus converted, an NL Debt Conversion Amount);
plus  (d)an
amount to be paid in euros which is equal to the aggregate amount of all
amounts paid, subscribed, injected or contributed to the capital of, or
otherwise provided by way of equity to, any NL Acquired Company (whether
or not shares of, or other equity interests in, such NL Acquired Company
are issued in connection therewith) by members of the ABB Group:  (i)during
the period commencing on, and including, 1 January 2007 up to, and
including, the day immediately prior to the date of this Agreement as set out
in Schedule 3.1.2(d)(i)to the Sellers Disclosure Letter; or  (ii)during
the period commencing on, and including, the date of this Agreement up to, and
including, the Completion Date to the extent that the same are approved by the
Purchasers as required pursuant to Clause 6.2.2,  (each such amount an NL Capital
Increase Amount); plus  (e)interest
to be paid in euros on each NL Debt Conversion Amount and NL Capital
Increase Amount at the rate of eight per cent. (8%) per annum for the
period commencing on, and including, the relevant date of the event giving rise
to such NL Debt Conversion Amount or NL Capital Increase Amount, as
the case may be, up to, and including, the Completion Date.  3.1.3Save
as provided in Clause 3.1.6, the Purchase Price shall not be subject to
any adjustment.  3.1.4The
Purchase Price shall be paid at Completion in accordance with Clause 7.4.2
and Part 2 of Schedule 4 (Completion Arrangements).  3.1.5The
Purchase Price shall be allocated as follows:  (a)the
US Purchase Price shall be allocated to the US Shares; and  (b)the
NL Purchase Price shall be allocated to the NL Shares.  The Sellers and
the Purchasers shall, and shall use all reasonable endeavours to ensure that
their respective Affiliates will, adopt and utilise the agreed allocation for
all purposes (including for Tax purposes). 
None of the Sellers and the Purchasers, nor any of their respective
Affiliates, shall file any Tax Return or other document or otherwise take any
position which is inconsistent with the allocation set out in this
Clause 3.1.5, except to the extent that such position is required to
comply with Applicable Law (in which case the relevant Party shall give
reasonable advance notice in writing to the other Party prior to any such
inconsistent Tax Return or document being filed, or such inconsistent position
otherwise being taken).  4


3.1.6Any
amount paid by the Sellers to, or at the direction of, the Purchasers in
respect of any claim for any breach of this Agreement shall, to the extent
permitted by Applicable Law, be deemed to be a reduction of the Purchase Price.  3.2Inter-Company Debt  3.2.1The
Sellers shall procure that the Inter-Company Debt owed by any member of the ABB
Group as at the Completion Date is, at the direction of the Acquired Company to
whom the monies are owed, paid to the account of the member(s) of the ABB
Group to which any Acquired Company owes any Inter-Company Debt in settlement
(full or partial, as the case may be) of such Inter-Company Debt in accordance
with Clause 7.4.1 and Part 1 of Schedule 4 (Completion Arrangements).  3.2.2The
Purchasers shall procure that the Inter-Company Debt owed by any Acquired
Company as at the Completion Date as set out in the Inter-Company Debt
Statement (less the amount, if any, of Inter-Company Debt owed to such Acquired
Company that such Acquired Company has directed, as provided in
Clause 3.2.1, be paid to any member of the ABB Group) is paid to the
account notified by the US Seller to the Purchasers in accordance with
Clause 7.2.1 on behalf of the relevant members of the ABB Group at
Completion in accordance with Clause 7.4.2 and Part 2 of Schedule 4 (Completion Arrangements). 
The receipt of such monies shall be a complete discharge to the relevant
Acquired Companies, and the US Seller shall indemnify each Acquired
Company against any liability it may suffer, and all costs and expenses it may
reasonably incur, as a result of any failure on the part of the US Seller
to account to the relevant members of the ABB Group for the monies paid by the
Acquired Companies in accordance with this Clause 3.2.2.  3.2.3All
payments or repayments in accordance with this Clause 3.2 shall be made in
dollars.  Inter-Company Debt that is
expressed in a currency other than dollars shall, for the purposes of
determining the amount of such Inter-Company Debt in dollars, be converted into
dollars at:  (a)the
rate which appears on the Reuters Screen FXBLFIX01 at 11:00 a.m. (London
time) on the Completion Date;  (b)if
no such rate is quoted on the Reuters Screen FXBLFIX01 at such time, the rate
which appears on the Reuters Screen FXFIX at 11:00 a.m. (London time) on
the Completion Date; or  (c)if
no such rate is quoted on the Reuters Screen FXFIX at such time, the mid-point
closing rate quoted in the Financial Times for the Business Day immediately preceding
the Completion Date.  4.CONDITIONS
TO COMPLETION  4.1Conditions and Waiver  4.1.1The
sale and purchase of the Shares and the obligations of the Sellers and the
Purchasers to effect Completion are in all respects conditional upon the
following (the Conditions to Completion):  (a)the
consents and authorisations by or of, and filings with and notifications to,
the relevant Competition Authorities under the Competition Laws set out in
Schedule 3 (Regulatory Condition) shall have been
obtained or effected, and all applicable  5


waiting periods under such Competition Laws shall
have expired or been terminated and, where applicable, all such consents and
authorisations shall be in full force and effect (the Regulatory Condition);  (b)the
approval of the shareholders of CB&I given by way of ordinary resolution
passed in general meeting (the Shareholder
Approval Condition);  (c)the
consummation of the Transactions shall not be restrained, enjoined or otherwise
prohibited by any Order and there shall not have been any Applicable Law
enacted, promulgated or deemed applicable to the Transactions after the date of
this Agreement by any Governmental Entity that prevents the consummation of the
Transactions or has the effect of making such consummation illegal; and  (d)a
member of the ABB Group shall have paid two hundred and four million dollars
($204,000,000) to the CE Asbestos PI Trust, on terms that no member of the
Acquired Group is under any liability to reimburse all or any of such sum (the Asbestos Condition).  4.1.2Condition 4.1.1(c) will
be deemed to be satisfied if no such Order or Applicable Law as is referred to
in Clause 4.1.1(c) has been issued or enacted, promulgated or deemed
applicable by the date scheduled for Completion in accordance with
Clause 7.3.  4.1.3The
Conditions to Completion may only be waived by the written agreement of the
Sellers and the Purchasers.  4.2Endeavours to Fulfil
Regulatory Condition  4.2.1Each
of the Parties shall take all reasonable steps necessary to ensure that the
Regulatory Condition is fulfilled as promptly as practicable, and in any event
prior to the Long-Stop Date.  4.2.2In
particular, each Party acknowledges and agrees that it shall, at its own cost:  (a)as
promptly as practicable, but in no event later than the
tenth (10th) Business Day following the date of this Agreement, take
all actions necessary to make or file, or cause to be made or filed, all
submissions, notifications or filings required to be made or filed by it or any
of its Affiliates in connection with the Transactions to or with those
Competition Authorities having jurisdiction under the Competition Laws referred
to in Schedule 3 (Regulatory Condition);  (b)at
the earliest practicable date comply with any formal or informal request for
additional information or documentary material (or any properly reduced scope
of any such formal or informal request) received by it or any of its Affiliates
from any such Competition Authority in connection with the Transactions;  (c)consult
and cooperate with the other Party, and consider in good faith the views of the
other Party, in connection with any analyses, appearances, presentations,
memoranda, briefs, arguments, opinions and proposals made or submitted by or on
behalf of it or any of its Affiliates to any such Competition Authority in
connection with the Transactions;  (d)promptly
notify the other Party of any written communication made to or received by it
from any such Competition Authority in connection with the Transactions; and  6


(e)subject
to Applicable Law and to the extent reasonably practicable:  (i)permit
the other Party to review in advance any proposed written communication to any such
Competition Authority and incorporate the other Partys reasonable comments;
and  (ii)not
agree to participate in any substantive meeting or discussion with any such
Competition Authority in respect of any filing, investigation or inquiry
concerning this Agreement or the Transactions unless it has consulted with the
other Party in advance and given the other Party the opportunity to attend; and  (iii)furnish
the other Party with copies of all correspondence, filings and written
communications between it and its Affiliates, and their respective
Representatives, on one hand, and any such Competition Authority or its
respective staff, on the other hand, with respect to this Agreement or the
Transactions,  providedthat the
Purchasers shall be responsible for the payment of all filing or similar fees
required by any relevant Competition Authority for the purposes of securing
satisfaction of the Regulatory Condition.  4.2.3The
Purchasers shall not, and shall cause their Affiliates not to, acquire or agree
to acquire (directly or indirectly and whether by merger, consolidation,
purchase or otherwise) any business, any corporation, company, partnership,
association or other business organisation or division thereof or any assets if
the entering into of a definitive agreement relating to, or the consummation
of, such transaction or arrangement would reasonably be expected to result in
any delay in the Regulatory Condition being satisfied, or increase the risk of
the Regulatory Condition not being satisfied prior to the Long-Stop Date.  4.2.4The
Purchasers shall take all actions requested by any Competition Authority, or as
necessary to resolve any objections that may be asserted by any Competition
Authority, with respect to this Agreement or the Transactions.  Without limiting the generality of the
foregoing, the Purchasers shall:  (a)at
the Purchasers sole cost, comply with all restrictions and conditions, if any,
imposed by any Competition Authority as a requirement for granting any
necessary clearance or terminating any applicable waiting period in connection
with the Transactions, including agreeing to sell, divest, hold separate,
license, cause a third party to acquire, or otherwise dispose of, any
subsidiary, operations, businesses or assets of the Purchasers or any of their
Affiliates, or of any Acquired Company, contemporaneously with or after
Completion and regardless as to whether a third party purchaser has been
identified or approved prior to Completion (a Divestiture) and entering into any Order or other
agreement to effectuate any of the foregoing;  (b)terminate
any Contract or other business relationship as may be required to obtain any
necessary clearance of any Competition Authority or to obtain termination of
any applicable waiting period under any Competition Laws;  (c)not
extend any waiting period or enter into any agreement or understanding with any
Competition Authority, except with the prior written consent of the Sellers;
and  7


(d)oppose
fully and vigorously any Action, including appealing properly any adverse
decision or order by any Competition Authority, or, if requested by the
Sellers, commence or threaten to commence and pursue vigorously any Action
reasonably believed to be helpful in obtaining authorisation from Competition
Authorities or in terminating any outstanding Action, it being understood that
the costs and expenses of all such Actions (including the costs and legal fees
of the Sellers) shall be borne by the Purchasers.  4.2.5In
furtherance of the foregoing, the Purchasers shall negotiate in good faith with
all Competition Authorities and all third parties in connection with a
Divestiture or any other matter referred to in Clause 4.2.4 with a view to
entering into definitive agreements with all such Persons within
sixty (60) days of receipt by the Purchasers of any request for
additional documents and information or the commencement of a second-phase
investigation by any Competition Authority.  4.2.6Notwithstanding
anything in this Clause 4.2 to the contrary, the Purchasers shall not be
obliged to take any step which would be materially to the detriment of the
CB&I Group or the Acquired Group (in either case taken as a whole), and in
particular shall not be obliged to make any Divestiture if such Divestiture
concerns assets, subsidiaries or businesses of the Acquired Group that, in the
most recently completed fiscal year, had sales that, when combined with the
sales in such fiscal year of all other assets, subsidiaries or businesses of
the Acquired Group the subject of a Divestiture, exceeded one hundred million
dollars ($100,000,000).  4.3Endeavours to Fulfil
Shareholder Approval Condition  4.3.1CB&I
shall, at its own cost, use all reasonable endeavours to procure the satisfaction
of the Shareholder Approval Condition as promptly as practicable following the
date of this Agreement (allowing for any restrictions on the dissemination of
information imposed by any Competition Authority, should such be the case).  4.3.2If
the Shareholder Approval Condition has not been satisfied on or prior to the
Long-Stop Date, CB&I shall pay to the Sellers a break fee (the Break Fee) of twenty five million
dollars ($25,000,000).  The Break Fee
shall be paid in full by telegraphic transfer in immediately available cleared
funds to the account nominated by the Sellers to CB&I within three (3) Business
Days of the failure by CB&I to satisfy the Shareholder Approval Condition.  4.3.3The
Parties agree that the Break Fee is a genuine pre-estimate of the loss and
damage (including the fees, costs and expenses incurred by the Sellers in
respect of this Agreement) which would be suffered by the Sellers in connection
with the termination of this Agreement.  4.3.4The
Sellers undertake to provide to CB&I, in a timely manner, all such
information and assistance as CB&I may reasonably require for the purposes
of enabling CB&I to prepare and file proxy statements and otherwise to
enable CB&I to fulfil its obligations under this Clause 4.3; provided
that neither the Sellers nor any member of the ABB Group shall be liable for
any liability suffered or any damage, cost or expense incurred by CB&I in
connection with such proxy statement or in respect of any information or
assistance provided by the Sellers in accordance with this
Clause 4.3.4.  CB&I shall bear
the reasonable costs of Ernst & Young for this purpose.  8


4.4Obligation to Fulfil
Asbestos Condition  ABB undertakes to
CB&I that it will procure that the Asbestos Condition is satisfied by no
later than the third (3rd) Business Day following the satisfaction of the
Regulatory Condition and the Shareholder Approval Condition.  4.5Termination  4.5.1If
Completion has not occurred by 5:00 p.m. (London time) on 28 February 2008
or, if notice is served in accordance with Clause 5.1 after 31 January 2008,
by 5:00 p.m. (London time) on 31 March 2008 (the Long-Stop Date), either Party may, in
its sole discretion, at any time thereafter, terminate this Agreement (other
than the Surviving Provisions) by giving written notice to that effect to the
other Party, upon receipt of which this Agreement (other than the Surviving
Provisions) shall terminate. 
Notwithstanding the foregoing, the right to terminate this Agreement
under this Clause 4.5.1 shall not be available to any Party whose failure
to perform any of its obligations under this Agreement has been the cause of,
or resulted in, the failure of Completion to occur on or before the Long-Stop
Date.  4.5.2In
the event that this Agreement is terminated in accordance with
Clause 4.5.1, neither Party shall have any claim under this Agreement of
any nature whatsoever against the other Party (except in respect of any rights
and liabilities which have accrued before termination in relation to antecedent
breaches and except in relation to any of the Surviving Provisions).  5.TERMINATION
RIGHT  5.1If at any time after the date of this Agreement and
prior to Completion the Purchasers (or either of them) become aware of any
breach(es) of the Sellers Warranties and/or any breach(es) by the Sellers of
their obligations under Clause 6.2 such that, if Completion were to have
occurred, the Purchasers (or either of them) would have been entitled to
recover from the Sellers, by way of damages for breach of the Sellers
Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty
million dollars ($50,000,000) (ignoring for this purpose the effect of
paragraph 3.1 of Schedule 7 (The
Sellers Limitations of Liability)), then the Purchasers may, by
notice in writing to the Sellers, inform the Sellers of such breach(es),
specifying in reasonable detail the alleged breach(es), including the amount(s) of
the claim(s) arising from such breach(es).  5.2Upon receipt of notice in accordance with Clause
5.1, the Sellers shall have fifteen (15) Business Days to rectify the
breach(es) specified in such notice.  If
the Sellers fail to rectify such breach(es) to the reasonable satisfaction of
the Purchasers within such period, or if rectification of a breach is not
possible, then the Sellers may, in their sole discretion, elect:  (a)in
the case of each claim for breach of Clause 6.2 specified in such notice, to
waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers
Limitations of Liability) such that such paragraph 3.1 shall be read
as if to exclude such claim from the fifty million dollar ($50,000,000)
limitation of liability referred to therein; and  (b)in
the case of claims for breach of any of the Sellers Warranties specified in
such notice:  9


(i)if
the aggregate amount of all such claims, when substantiated, equals or exceeds
forty million dollars ($40,000,000), that the maximum aggregate liability of
the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers Limitations of
Liability) shall be equal to the aggregate amount of all such claims when
substantiated plus ten million dollars ($10,000,000); or  (ii)if
the aggregate amount of all such claims, when substantiated, is less than forty
million dollars ($40,000,000), that the maximum aggregate liability of the
Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers Limitations of Liability) shall be fifty
million dollars ($50,000,000),  providedthat, for the avoidance of doubt, any such election must be made in respect of
all claims notified under Clause 5.1, and not just some only.  5.3For the avoidance of doubt, the Purchasers shall be
permitted to update any notice served under Clause 5.1 to include details of
any further breach(es) of the Sellers Warranties and/or by the Sellers of
their obligations under Clause 6.2, and the provisions of Clause 5.2 shall
apply in relation to the original (or previously updated) notice as so updated,
save that the fifteen (15) days shall run from the date of the updated notice,
rather than from the date of the original (or previously updated) notice.  5.4If the Sellers do not make an election in accordance
with Clause 5.2 within twenty (20) Business Days of receipt of notice in
accordance with Clause 5.1, the Purchasers shall not be obliged to
complete the purchase of the Shares, and shall have the right to terminate this
Agreement by giving notice in writing to the Sellers by not later than twenty
five (25) Business Days after service of notice in accordance with Clause 5.1.  5.5In the event that this Agreement is terminated in
accordance with Clause 5.4, neither Party shall have any claim under this
Agreement of any nature whatsoever against the other Party (except in respect
of any rights and liabilities which have accrued before termination in relation
to antecedent breaches and except in relation to any of the Surviving
Provisions).  6.CERTAIN
PRE-COMPLETION UNDERTAKINGS  6.1Access to Information
and Personnel  6.1.1From
the date hereof to Completion, the Sellers shall cause each Acquired Company to
afford to the Purchasers and the Bidder Representatives such reasonable access
as they may from time to time request, during normal business hours and in a
manner that is not likely to be disruptive to the operations of such Acquired
Company, to such Acquired Companys personnel, properties, books and records
for the purposes of facilitating an orderly transition of the ownership of the
Acquired Group after Completion; provided that no Seller or Acquired
Company shall be required to provide any information or access that such Person
believes could violate Applicable Law, including Competition Laws, or the terms
of any confidentiality agreement or confidentiality provision in any Contract
or adversely impact any privilege, including legal professional privilege.  6.1.2All
information received by, or made available to, the Purchasers, their Affiliates
and the Bidder Representatives under this Clause 6.1 or otherwise pursuant
to this Agreement will be held by the Purchasers, their Affiliates and the
Bidder Representatives as Evaluation Material, as defined in, and pursuant to
the terms of, the Confidentiality Agreement, which is incorporated herein by
reference.  10


6.1.3It
is expressly understood and agreed that, without the prior written consent of
the Sellers which consent may be granted or withheld in the Sellers sole and
absolute discretion, nothing in this Agreement shall be construed to grant the
Purchasers, any of their Affiliates or any Bidder Representative the right to
perform any Phase I, Phase II or other environmental testing on any of the
properties of any Acquired Company prior to Completion.  6.2Conduct of the
Business  6.2.1Except
as may be required or permitted by this Agreement or as may be required by
Applicable Law or any Governmental Entity, the Sellers will take all action in
their capacity as shareholders of the Companies to cause the Acquired Group to
conduct its business in all material respects in the ordinary course from the
date of this Agreement to Completion.  6.2.2Clause 6.2.1
notwithstanding and except as may be required or permitted by this Agreement or
as may be required by Applicable Law or any Governmental Entity, the Sellers
shall procure that, from the date of this Agreement to Completion, no Acquired
Company shall do any of the following without the prior written consent of the
Purchasers (such consent not to be unreasonably withheld or delayed):  (a)amend
its certificate of incorporation or its by-laws (or comparable governing
documents);  (b)issue
or sell any of its shares or other equity interests, or issue or sell any
securities convertible into or exchangeable for, or options, warrants or rights
to purchase or subscribe for, any such shares or equity interests, or otherwise
take any action which would give rise to any US Debt Conversion Amount or
US Capital Increase Amount or any NL Debt Conversion Amount or
NL Capital Increase Amount;  (c)declare,
make or pay any dividend or other distribution, or make any redemption,
purchase or other acquisition of any of its shares or other ownership
interests, other than dividends or distributions to another Acquired Company;  (d)make
any payment of a kind referred to in paragraph 6.3(b) of Schedule 5 (The Sellers Warranties), other than, for the avoidance of
doubt, Permitted Payments;  (e)save
for any interest rates which vary in accordance with their terms, agree to vary
any interest rate payable in respect of any Inter-Company Debt, or pay any fees
in respect of any such debt;  (f)other
than the sale of inventory in the ordinary course of trade, sell, lease or
otherwise dispose of (including by way of licence) any of its properties or
assets, other than any assets having a value of less than one hundred thousand
dollars ($100,000) individually;  (g)create
any Encumbrance over all or any of its properties or assets, other than
Permitted Encumbrances;  (h)amend
in any material respect or terminate any Material Contract or enter into a
Contract that: (i) had such Contract been entered into prior to the date
hereof, would have been a Material Contract; (ii) does not expressly
exclude an Acquired Companys liability for consequential damages; or (iii) is
a lump sum turnkey EPC contract;  11


(i)incur
any Indebtedness, other than unsecured short-term bank Indebtedness on
arms-length terms or, until the delivery of the Inter-Company Debt Statement in
accordance with Clause 7.1.1, Indebtedness that will constitute
Inter-Company Debt;  (j)give
a guarantee, indemnity or other agreement to secure, or incur financial or
other obligations with respect to, another Persons obligation (other than any
other Acquired Company);  (k)make
any acquisitions of any corporation, company, partnership, other business
organisation or any business or any division thereof;  (l)enter
into any agreement in relation to the potential relocation of the office from
Oostduinlaan 75, 2596 JJ The Hague, The Netherlands;  (m)incur
any capital expenditure in excess of one million five hundred thousand dollars
($1,500,000) in the aggregate, other than as budgeted for in the current annual
budget of the Acquired Group;  (n)discontinue
any insurance policy maintained by it as at the date of this Agreement, unless
any such insurance policy is replaced with insurance coverage on reasonably
comparable terms, or otherwise violate any such policy which would make such
policy void or voidable or fail to report any losses to all appropriate
insurance carriers in accordance with policy requirements;  (o)except
with respect to the adoption of the ABB Lummus Global Inc. Retirement Income
Restoration Plan (which shall be the ABB Lummus Global Inc. portion of the ABB
Retirement Income Restoration Plan) and other than on a case by case basis: (i) amend
the terms of employment or engagement of its employees (including as regards
pension plans and other employee benefits, and whether or not contractual),
other than in accordance with current contractual obligations or practice; or (ii) provide
gratuitous payments or benefits to its employees or any of their dependents,
other than in accordance with current practice;  (p)(i) commence
(or threaten in writing to commence) any litigation or arbitration proceedings
(including by making any claim in writing for, or otherwise intimating in
writing, breach of any Material Contract), save for debt collection in the
ordinary course of business, or (ii) settle or agree to settle any
litigation or arbitration proceedings involving amounts likely to exceed two
million dollars ($2,000,000) individually, save for debt collection in the
ordinary course of business and the settlement of the litigation involving
Williams Field Services, as more particularly described in the Sellers
Disclosure Letter; or  (q)agree,
or make an offer capable of acceptance, to take any of the foregoing actions in
respect of which it is restricted by the provisions of this Clause 6.2.2.  6.2.3Notwithstanding
anything contained in this Agreement to the contrary, each Acquired Company
shall be permitted to:  (a)maintain,
up to the Completion Date, its participation in the cash management system of
the ABB Group, the cash management procedures as currently conducted by the
Acquired Group, on the one hand, and members of the ABB Group, on the other
hand, and, until the date of delivery of the Inter-Company Debt Statement in
accordance with Clause 7.1.1, periodically settle Inter-Company Debtbetween
members of the Acquired Group, on the one hand,  12


and members of the ABB Group, on the other hand, in
each case consistent with past practices;  (b)until
the date of delivery of the Inter-Company Debt Statement in accordance with
Clause 7.1.1, purchase additional shares of, or other equity interests in,
any other Acquired Company from any third party; provided that such
acquisition is effected on an arms-length basis; and  (c)settle
trade receivables and trade payables between members of the Acquired Group, on
the one hand, and members of the ABB Group, on the other hand, in each case
consistent with past practices.  6.2.4Nothing
in this Agreement shall be construed to give to the Purchasers, directly or
indirectly, any rights to control or direct in any way any operations of any
Acquired Company prior to Completion. 
Prior to Completion, the Sellers shall be entitled to exercise,
consistent with the terms and conditions of this Agreement, complete control
and supervision of the operations of the Acquired Group.  6.2.5Nothing
in this Agreement shall be construed to require any member of the ABB Group to
provide, directly or indirectly, any funds to any Acquired Company or enter
into any guarantee or other surety in support of the business of any Acquired
Company.  6.3Parent Guarantees and
Third-Party Guarantees  6.3.1Pending
Completion, CB&I shall use all reasonable endeavours to cause each relevant
member of the ABB Group to be irrevocably released in full (such release to be
in form and substance reasonably satisfactory to the Sellers) from its
obligations with respect to each:  (a)parent
guarantee or other similar arrangement granted, issued or entered into by any
member of the ABB Group in support of the Business or any Joint Venture and: (i) outstanding
as at the date of this Agreement (being (A) those listed in
Schedule 6.3.1(a) of the Sellers Disclosure Letter and (B) those
which were inadvertently omitted from Schedule 6.3.1(a) of the
Sellers Disclosure Letter (if any); or (ii) entered into in the ordinary
course of the Business by any member of the ABB Group after the date hereof,
but prior to Completion, in accordance with Clause 6.3.6 (including
renewals and extensions of any of the foregoing in the ordinary course of the
Business granted in accordance with Clause 6.3.7) (collectively, the Parent Guarantees); and  (b)letter
of credit, guarantee, indemnity, security, insurance bond, surety bond,
performance bond or other similar arrangement granted, issued or entered into
by any third party in support of the Business or any Joint Venture and: (i) outstanding
as at the date of this Agreement (being (A) those listed in
Schedule 6.3.1(b) of the Sellers Disclosure Letter and (B) those
which were inadvertently omitted from Schedule 6.3.1(b) of the
Sellers Disclosure Letter (if any); or (ii) issued or entered into in the
ordinary course of the Business after the date hereof, but prior to Completion
in accordance with Clause 6.3.6 (including renewals and extensions of any
of the foregoing in the ordinary course of the Business granted in accordance
with Clause 6.3.7) (collectively, the Third-Party Guarantees),  in each case effective as at Completion.  13


6.3.2Each
of ABB and the Sellers undertakes to CB&I to provide CB&I with all
reasonable assistance in connection with the efforts of CB&I to fulfil its
obligations under Clause 6.3.1.  6.3.3In
furtherance of its obligations under Clause 6.3.1, CB&I shall offer,
or procure its Affiliates (as applicable) to offer, like for like support as
may be reasonably requested by the beneficiary of each such Parent
Guarantee/Third Party Guarantee.  6.3.4To
the extent that CB&I has been unable to procure the release of the relevant
member of the ABB Group from its obligations with respect to a Parent Guarantee
listed in schedule 6.3.1(a) of the Sellers Disclosure Letter or in the
schedule referred to in Clause 7.2.2(a) or a Third-Party Guarantee listed
in schedule 6.3.1(b) of the Sellers Disclosure Letter or in the schedule
referred to in Clause 7.2.2(a) prior to Completion as contemplated by
Clause 6.3.1(a) and Clause 6.3.1(b), respectively, the
Purchasers shall deliver to the Sellers at Completion (at the Purchasers cost)
an unconditional letter of credit or bank guarantee, payable upon first demand
in terms reasonably satisfactory to the Sellers, duly executed by a bank rated
at least A by Standard & Poors (or an equivalent rating by another
recognised rating agency) or by another financial institution reasonably
acceptable to the Sellers, for an amount equal to the sum of:  (a)ten
per cent. (10%) of the aggregate contractual loss payable under all such
remaining Parent Guarantees (with the aggregate contractual loss payable under
each such Parent Guarantee being set out in Schedule 6.3.1(a) of the
Sellers Disclosure Letter or in the schedule referred to in
Clause 7.2.2(a)); and  (b)the
aggregate outstanding face amount of all such remaining Third-Party Guarantees
(with the aggregate outstanding face amount of each such Third-Party Guarantee
being set out in Schedule 6.3.1(b) of the Sellers Disclosure Letter
or in the schedule referred to in Clause 7.2.2(a)),  providedthat, in lieu of such unconditional letter of credit or bank guarantee, and
with the prior written consent of the Sellers (which consent shall not be
unreasonably withheld), the Purchasers shall have the right to deliver to the
Sellers at Completion (at the Purchasers cost) two or more such unconditional
letters of credit or bank guarantees in an aggregate amount equal to the sum
referred to above.  6.3.5For
the purposes of Clause 6.3.1, a release in form and substance reasonably
satisfactory to the Sellers shall include (but, for the avoidance of doubt,
shall not be limited to):  (a)in
relation to each Parent Guarantee: (i) the original Parent Guarantee;
and/or (ii) a letter from the beneficiary of each such Parent Guarantee to
the relevant member of the ABB Group confirming, in a legally binding manner,
that such Parent Guarantee has been terminated and that the relevant member of
the ABB Group has been irrevocably released in full from its obligations with
respect to such Parent Guarantee; and  (b)in
relation to each Third-Party Guarantee, a letter from the issuer of such
Third-Party Guarantee to the relevant member of the ABB Group confirming, in a
legally binding manner, that such member has been irrevocably released in full
from its obligations with respect to such Third-Party Guarantee.  6.3.6ABB
will procure that, between the date of this Agreement and the Completion Date,
no member of the ABB Group will grant or procure any parent company guarantee,
third party guarantee or other similar arrangement in connection with any
Contract entered into by a member of the Acquired Group, except:  14


(a)for
any parent company guarantee having a maximum aggregate liability of less than
one million dollars ($1,000,000), provided that any such parent company
guarantee shall not be in relation to Syria, Cuba, Iran or North Korea; or  (b)with
the prior written consent of the Purchasers (such consent not to be
unreasonably withheld or delayed).  6.3.7ABB
will further procure that, between the date of this Agreement and the
Completion Date, no member of the ABB Group will extend or renew any Parent
Guarantee or Third-Party Guarantee, other than where any failure to extend or
renew would entitle the beneficiary of the relevant Parent Guarantee or
Third-Party Guarantee to draw on the same prior to Completion.  6.4Resignation of
Officers and Directors  6.4.1To
the extent so requested by the Purchasers, the Sellers shall cause each officer
of each Acquired Company, including each member of the board of directors (or
comparable governing body) of each Acquired Company and each company secretary,
to tender his or her resignation from such position, with effect from the
Completion Date, each such resignation to contain a legally binding
confirmation that the relevant officer has no claim against the relevant
Acquired Company, whether as a result of his being asked so to resign or
otherwise (save for any claim arising out of the officers or directors
employment with the Acquired Company or its termination, other than a claim by
an appointee or nominee of a member of the ABB Group).  6.4.2The
Sellers shall cause each Acquired Company to call a meeting of shareholders or
directors (or comparable governing body) and/or take such other action as may
be required to:  (a)enable
the Purchasers to comply with their obligations under Clause 11.4; and  (b)accept
the resignation of each officer and member of the board of directors (or
comparable governing body) of each Acquired Company given in accordance with
Clause 6.4.1.  6.5Inter-Company
Arrangements  The Sellers shall
procure that, with effect from Completion, all arrangements (including
intra-group banking, cash pooling and set-off arrangements) between any member
of the ABB Group, on the one hand, and any Acquired Company, on the other hand,
are terminated (without cost or liability on the part of the Acquired Group)
except for:  (a)the
Transitional Services Agreement;  (b)lease
arrangements relating to Leased Real Property;  (c)arrangements
relating to intra-group trading in the ordinary course of the Business (it
being understood and agreed that all accounts receivable and accounts payable
which are outstanding as at Completion will be settled or paid in accordance
with their respective terms of payment); or  (d)indemnities,
guarantees or other similar commitments given by any Acquired Company in
relation to any Parent Guarantee or Third-Party Guarantee (including the
US Company Guarantee and the NL Company Guarantee).  15


7.COMPLETION
AND RELATED MATTERS  7.1Inter-Company Debt
Statement  7.1.1At
least five (5) Business Days prior to Completion, the Sellers shall
provide the Inter-Company Debt Statement to the Purchasers.  If, upon the Conditions to Completion being
fulfilled or waived (or, if applicable, upon CB&I giving, or being deemed
to have given, a Deferred Completion Notification), the Sellers have not yet
provided the Inter-Company Debt Statement to the Purchasers, they shall do so
promptly (and, in any event, no later than two (2) Business Days)
thereafter.  7.1.2To
the extent that the Inter-Company Debt Statement understates the Inter-Company
Debt owed by any Acquired Company as at Completion:  (a)(i) the
US Seller shall, as a reduction in the US Purchase Price, pay to the US
Purchaser such amount as would, if paid to any relevant US Acquired Company,
enable that US Acquired Company to discharge in full the balance of any
Inter-Company Debt owed by it and (ii)  the US Purchaser shall, as
agent/trustee for the relevant US Acquired Company, immediately discharge in
full the balance of such Inter-Company Debt owed by such US Acquired Company by
paying such amount to the US Seller as agent/trustee for the relevant member(s) of
the ABB Group (provided that, notwithstanding the foregoing, the obligations of
the US Seller under (i) shall be set-off against the obligations of the US
Purchaser under (ii)); and  (b)(i) the
NL Seller shall, as a reduction in the NL Purchase Price, pay to the NL
Purchaser such amount as would, if paid to any relevant NL Acquired Company,
enable that NL Acquired Company to discharge in full the balance of any
Inter-Company Debt owed by it and (ii)  the NL Purchaser shall, as
agent/trustee for the relevant NL Acquired Company, immediately discharge in
full the balance of such Inter-Company Debt owed by such NL Acquired Company by
paying such amount to the NL Seller as agent/trustee for the relevant member(s) of
the ABB Group (provided that, notwithstanding the foregoing, the obligations of
the NL Seller under (i) shall be set-off against the obligations of the NL
Purchaser under (ii)).  7.2Other Pre-Completion
Deliveries  7.2.1At
least three (3) Business Days prior to Completion, the Sellers shall
provide to the Purchasers the requisite details of:  (a)the
account into which the US Purchase Price shall be paid at Completion
(which shall be a US dollar
account in the name of the US Seller in the United States); and  (b)the
account into which the NL Purchase Price shall be paid at Completion
(which shall be a euro account in the
name of the NL Seller in the Netherlands).  7.2.2At
least three (3) Business Days prior to Completion, the Sellers shall
provide to the Purchasers a schedule setting out the following:  (a)all
Parent Guarantees and Third-Party Guarantees granted, issued or entered into
following the date of this Agreement in accordance with Clause 6.3.6;  (b)all
Derivatives Contracts to be terminated in accordance with Clause 11.7; and  16


(c)all
cash balances of each Acquired Company as at the date which is five (5) Business
Days prior to Completion (including the location of those balances and the
currency in which they are held).  7.3Date and Place  Subject to
satisfaction of the Condition to Completion set out in Clause 4.1.1(c) (in
accordance with Clause 4.1.2), Completion shall take place at
12:00 noon (London time) at the offices of White & Case LLP,
5 Old Broad Street, London EC2N 1DW:  (a)on
the fourth (4th) Business Day following the fulfilment or waiver of the
Conditions to Completion (other than that set out in Clause 4.1.1(c)) or,
if prior to that date, CB&I has notified ABB in writing that it requires
further time and information to be satisfied that, following Completion, there
will be no violations of Applicable Law of the nature covered by the
indemnities set out in Schedule 9 (Additional Covenant) as a result of the
continuation, following Completion, of a practice which commenced prior to
Completion, on the fourth (4th) Business Day following receipt by ABB of
written notification from CB&I that it is now so satisfied or that it is
nevertheless ready to proceed to Completion (such notification, a Deferred Completion Notification)(it
being agreed that such Deferred Completion Notification shall be given by
CB&I no later than ten (10) Business Days prior to the Long-Stop Date
and whether or not CB&I is then so satisfied and that, if not then already
given, such Deferred Completion Notification shall be deemed to have been given
on such tenth (10th) Business Day); or  (b)if
later, on the fifth (5th) Business Day following receipt by the Purchasers
of the Inter-Company Debt Statement),  or at such other
location, time or date as may be agreed in writing between the Sellers and the
Purchasers (such date, the Completion Date).  7.4Completion Deliveries  7.4.1At
Completion, the Sellers shall undertake those actions listed in Part 1 of
Schedule 4 (Completion Arrangements).  7.4.2At
Completion, the Purchasers shall undertake those actions listed in Part 2
of Schedule 4 (Completion Arrangements).  7.5Failure to Complete  7.5.1If
the provisions of Clause 7.4.1 and Part 1 of Schedule 4 (Completion Arrangements) are not complied with in all
material respects on the Completion Date, the Purchasers shall not be obliged
to complete the purchase of the Shares and may:  (a)defer
Completion (with the provisions of this Clause 7 applying to Completion as
so deferred);  (b)proceed
to Completion as far as practicable (without limiting its rights and remedies
under this Agreement); or  (c)if
the Sellers have failed to comply with paragraphs 1, 2 or 3 of Part 1
of Schedule 4 (Completion Arrangements), treat
this Agreement as terminated for  17


breach of condition (without limiting its rights and
remedies under this Agreement).  7.5.2If
the provisions of Clause 7.4.2 and Part 2 of Schedule 4 (Completion Arrangements) are not complied with in all
material respects on the Completion Date, the Sellers shall not be obliged to
complete the sale of the Shares and may:  (a)defer
Completion (with the provisions of this Clause 7 applying to Completion as
so deferred);  (b)proceed
to Completion as far as practicable (without limiting their rights and remedies
under this Agreement); or  (c)if
the Purchasers have failed to comply with paragraphs 1 or 2 of Part 2
of Schedule 4 (Completion Arrangements), treat
this Agreement as terminated for breach of condition (without limiting their
rights and remedies under this Agreement).  7.6Effect of Completion  The provisions of
this Agreement which remain to be performed following Completion shall continue
in full force and effect notwithstanding Completion.  7.7Guarantees  At or prior to
Completion, the US Company shall execute the US Company Guarantee and
the NL Company shall execute the NL Company Guarantee pursuant to
which the US Company will guarantee the obligations of each other Acquired
Company and the NL Company will guarantee the obligations of each other
NL Acquired Company under all counter indemnities given by such Acquired
Companies to members of the ABB Group in relation to the Parent Guarantees or
the Third-Party Guarantees.  8.THE
SELLERS WARRANTIES  8.1The Sellers warrant to the Purchasers that each of
the statements set out in Schedule 5  (The Sellers Warranties) is true and
accurate as at the date of this Agreement.  8.2Each of the Sellers Warranties shall be construed
as a separate warranty, and shall not be limited by the terms of any of the
other Sellers Warranties or, save as otherwise expressly provided, by any
other term of this Agreement.  8.3Any Sellers Warranty that is qualified by the
knowledge, belief or awareness of any Seller shall mean the actual (but not
constructive or imputed) knowledge, belief or awareness of Ulf Hoof or François
Champagne having made specific enquiry of Martin Gross, Raphael Widmer, Daniel
McCarthy, Foeke Kolff, Khalid Farid, Margaret Duplantier, Ronald Dawson, John
Albanese, Michael Ford, Jens Jangbaeck and Lars Vågman and:  (a)Brian
van Reijn in relation to the Sellers Warranties at paragraph 20 of Schedule 5
(The Sellers Warranties);  (b)Matthew
North in relation to the Sellers Warranties at paragraph 16 of Schedule 5
(The Sellers Warranties); and  18


(c)Charles
Salek in relation to the Sellers Warranties at paragraph 17 of Schedule 5
(The Sellers Warranties),  but having made
no other enquiry or independent review.  8.4Any information supplied by or on behalf of any
Acquired Company to or on behalf of the Sellers in connection with the Sellers
Warranties, the Sellers Disclosure Letter or otherwise in relation to the
business and affairs of any Acquired Company shall not constitute a
representation, warranty or guarantee as to the accuracy thereof by any
Acquired Company and each of ABB and the Sellers undertake to the Purchasers
and each Acquired Company that they will not bring any claim which it might
otherwise have against any Acquired Company or any of their respective
directors, officers, employees, agents or advisers in respect thereof, provided
that this Clause 8.4 shall not prohibit the Sellers from bringing a claim
against any such director, officer, employee, agent or adviser: (i) in the
event of fraud or gross negligence by any such director, officer, employee,
agent or adviser; or (ii) upon any such director, officer or employee
ceasing to be a director, officer or employee of an Acquired Company (and provided
further, in the case of (ii) above, that any such director, officer or
employee would not have recourse against an Acquired Company as a result of any
such claim by the Sellers).  8.5The Purchasers acknowledge and agree that the only
Sellers Warranties given in respect of the matters referred to below are as
expressly stated below:  (a)in
respect of intellectual property and information technology issues, the Sellers
Warranties set out in paragraphs 8 and 11 of Schedule 5 (The Sellers Warranties) (in the case of paragraph 11, so
far as they relate to any Contract referred to in sub-paragraphs (b) and (d) in
the definition of Material Contracts) and paragraphs 12 and 13 of
Schedule 5 (The Sellers Warranties);  (b)in
respect of real property issues (other than as regards environmental issues),
the Sellers Warranties set out in paragraphs 8 and 14 of Schedule 5 (The Sellers Warranties);  (c)in respect
of employment issues (other than as regards pensions and other employee
benefits issues), the Sellers Warranties set out in paragraph 15 of
Schedule 5 (The Sellers Warranties);  (d)in
respect of pensions and other employee benefits issues, the Sellers Warranties
set out in paragraph 16 of Schedule 5 (The Sellers Warranties);  (e)in
respect of Tax issues, the Sellers Warranties set out in paragraph 20 of
Schedule 5 (The Sellers Warranties); and  (f)in
respect of the Joint Ventures, the Sellers Warranties set out in
paragraph 21 of Schedule 5 (The Sellers Warranties).  Notwithstanding
the provisions of paragraphs (a) to (f) above, no limitation in this
Clause 8.5 shall limit the Sellers Warranties set out in paragraphs 4, 6,
10 and 18 of Schedule 5 (The Sellers Warranties).  8.6Notwithstanding anything to the contrary in this
Agreement, no Sellers Warranty is given, nor shall any Sellers Warranty be
deemed given, in respect of:  (a)any
cost estimates, projections or other predictions including any replacement cost
estimates for services that are currently provided by any member of the ABB  19


Group to any Acquired Company that will cease to be
provided as from Completion and any forecasts as to the results of operation or
other financial, operational or other forecasts of any kind (it being
understood that, with respect to any provision reflected in the Balance Sheet,
estimates, projections and predictions made at the time form part of the basis
on which such provision was established and, although the adequacy of any such
provision is not, and shall not be deemed to have been, warranted by the
Sellers, the foregoing shall not be taken to limit in any way the Sellers
Warranties set out in paragraphs 4 or 5 of Schedule 5 (The Sellers
Warranties)); or  (b)except
as expressly provided in paragraphs 4 or 5 of Schedule 5 (The Sellers
Warranties), any other financial information or data contained in
any Due Diligence Materials or otherwise provided or made available by or on
behalf of the Sellers in connection with the Transactions.  8.7Without restricting the rights of the Purchasers or
the ability of the Purchasers to claim damages on any basis available to them,
if the Sellers are liable for a Locked Box Claim:  (a)where
the claim relates to a US Acquired Company, the US Seller shall pay
to the US Purchaser on demand an amount equal to one dollar ($1) for each
one dollar ($1) of the relevant: (i) dividend or distribution; (ii) payment;
or (iii) interest or fee giving rise to the Locked Box Claim; and  (b)where
the claim relates to a NL Acquired Company, the NL Seller shall pay
to the NL Purchaser on demand an amount equal to one euro (1) for each
one euro (1) of the relevant: (i) dividend or distribution; (ii) payment;
or (iii) interest or fee giving rise to the Locked Box Claim,  providedthat, where the claim relates to an Acquired Company which is not a
wholly-owned subsidiary of another Acquired Company, the Sellers shall only be
liable for such percentage of the Locked Box Claim which is equal to the
percentage shareholding (whether direct or indirect) of the US Seller or the NL
Seller, as the case may be, in the relevant Acquired Company.  9.CB&IS
WARRANTIES  CB&I warrants
to the Sellers that each of the statements set out in Schedule 6 (CB&IsWarranties) is true and accurate as at the date
of this Agreement.  10.THE
SELLERS LIMITATIONS OF LIABILITY  10.1The liability of the Sellers in respect of any claim
under this Agreements (other than claims pursuant to Schedule 8 (Tax Covenant) shall be limited as provided
in Schedule 7 (The Sellers Limitations of
Liability).  10.2The liability of the Sellers in respect of any claim
pursuant to Schedule 8 (Tax Covenant)
shall be limited as provided in Schedule 8 (Tax
Covenant) and, additionally, as provided in Schedule 7 (The Sellers Limitations of Liability).  20


11.OTHER POST-COMPLETION UNDERTAKINGS  11.1Parent Guarantees and
Third-Party Guarantees  11.1.1To the extent
that CB&I is unable to procure the release of the relevant members of the
ABB Group from their obligations with respect to those Parent Guarantees and
Third-Party Guarantees referred to at Clause 6.3 prior to Completion as
contemplated by Clause 6.3, CB&I shall use, and shall continue to use,
all reasonable endeavours to procure such release as soon as reasonably
practicable following Completion, and, pending such release in a manner
consistent with Clause 6.3, shall promptly on demand (and in no event
later than five (5) Business Days after such demand), indemnify and hold
harmless the relevant members of the ABB Group from and against any and all
liabilities they may suffer, and all costs and expenses they may reasonably
incur, to the extent that the same arise in respect of such Parent Guarantees
and/or Third-Party Guarantees.  11.1.2For so long as
any member of the ABB Group remains obliged in relation to any such Parent
Guarantee or Third-Party Guarantee, CB&I shall:  (a)keep the Sellers
regularly informed (which shall be as often as the Sellers may reasonably
request and in any event no less frequently than quarterly) of the steps that
are being taken to achieve the releases in accordance with Clause 11.1.1;
and  (b)review with the
Sellers (which review, if so requested by the Sellers, shall be conducted in a
meeting between CB&I and the Sellers), every six (6) months after
Completion, the progress made in the immediately preceding six-month period to
achieve, as provided in Clause 11.1.1, the release referred to therein.  11.1.3The Purchasers
shall not, and shall not permit any Acquired Company to, enter into any
amendment or waiver with respect to, or exercise any renewal option or other
similar provision under, any Contract or other arrangement that is the subject
of a Parent Guarantee or a Third-Party Guarantee, with respect to which the
relevant member of the ABB Group has not yet been irrevocably released in full,
in a manner consistent with Clause 6.3, that has the effect of extending
or increasing the exposure of any member of the ABB Group under or in relation
to the applicable Parent Guarantee or Third-Party Guarantee.  No member of the ABB Group shall have any
obligation to extend the term of, or otherwise agree to any amendment or waiver
with respect to, any Parent Guarantee or Third-Party Guarantee that remains
outstanding after Completion.  11.1.4To the extent
that any member of the ABB Group has performance obligations under or in
relation to any Parent Guarantee or Third-Party Guarantee referred to at
Clause 6.3 that have not been irrevocably released prior to Completion in
a manner consistent with Clause 6.3, the Purchasers shall, and shall cause
each Acquired Company to, perform such obligations on behalf of such member of
the ABB Group.  11.1.5CB&I
undertakes to the Sellers that, if the Purchasers or any of their Affiliates
sell, distribute or otherwise transfer to any Person (other than an Affiliate
of CB&I) all or a substantial portion of the Acquired Group or the
Business, then CB&I shall procure that the transferee first agrees in
writing, in favour of each relevant member of the ABB Group, to be bound by the
provisions of this Clause 11.1, mutatis  mutandis, on the basis that references in this
Clause 11.1 to CB&I shall be deemed references to such transferee
and references in this Clause 11.1 to Completion shall be deemed
references to the date on which such sale, distribution or transfer is
completed.  11.1.6Following
Completion, ABB shall consider in good faith any reasonable request by the
Purchasers to extend a Parent Guarantee and shall use reasonable endeavours to
procure  21


the extension of any such
Parent Guarantee for such period as the Purchasers may reasonably require.  11.1.7If any letter of
credit or bank guarantee delivered by the Purchasers to the Sellers pursuant to
Clause 6.3.4 would, by its express terms:  (a)expire upon
noticefromABB that each Parent
Guarantee or Third-Party Guarantee to which it relates has been released; or  (b)in the case of
any such letter of credit or bank guarantee relating to more than one Parent
Guarantee and/or Third-Party Guarantee, reduce in terms of the amount that the
beneficiary may draw or demand thereunder upon noticefromABB
that any such Parent Guarantee or Third-Party Guarantee has been released,  ABB shall provide
such notice to the relevant bank or financial institution promptly upon ABB
becoming aware of the release of each relevant member of the ABB Group from its
obligations with respect to each relevant Parent Guarantee or Third-Party
Guarantee, as the case may be, in a manner consistent with Clause 6.3.  11.2Employee Matters  11.2.1Following the
Completion Date, the US Purchaser shall, or shall cause one or more of its
Affiliates to, adopt and assume, as of the Completion Date, the ABB Inc.
Pension Plan for Employees of ABB Lummus Global Represented by the Lummus
Employees Association, Inc. (the Assumed
Plan) and the assets and liabilities thereunder, with respect
to all persons entitled to benefits under the provisions of the Assumed Plan,
including benefits payable to, or in respect of, retired participants, disabled
participants, or terminated vested participants under the Assumed Plan
(irrespective of date of retirement, disability, or other termination of
service).  The US Purchaser shall,
or shall cause one or more of its Affiliates to, assume, pay, perform, and
discharge all liabilities, debts, and obligations of ABB Inc. (whether actual
or contingent and whether existing on the Completion Date or arising in the
future) accrued or incurred in respect of the Assumed Plan, including the
funding of all benefits of whatever nature payable to any person under the
Assumed Plan (including the payment of any amount necessary to satisfy the
minimum funding standards under Section 412 of the Code for the plan year
of the Assumed Plan in which Completion occurs).  As of the Completion Date, the
US Purchaser shall, or shall cause one or more of its Affiliates to, be
substituted for ABB Inc. as the plan sponsor under the Assumed Plan with full
authority to maintain and amend the Assumed Plan.  The US Purchaser shall, or shall cause
one or more of its Affiliates to, establish a trust fund or utilise an existing
trust fund to hold all assets of the Assumed Plan.  11.2.2Following the
Completion Date, the US Purchaser shall ensure that all current and former
employees of the Acquired Companies, including employees not actively at work
due to injury, vacation, military duty, disability or other leave of absence
(the Acquired Company Employees)
who currently participate in, or who are, or may be, eligible to participate in
the post-retirement health, dental and life insurance benefit plans of any
member of the ABB Group (the ABB
Post-Retirement Health and Life Insurance Plan) upon
satisfaction of the applicable eligibility conditions of the ABB
Post-Retirement Health and Life Insurance Plan, shall be entitled to receive
post-retirement health and life insurance benefits under a post-retirement
health and life insurance plan established or caused to be established by the
US Purchaser (the Purchaser
Post-Retirement Health and Life Insurance Plan) that provides
benefits that are identical to the benefits provided by the ABB Post-Retirement
Health and Life Insurance Plan provided, however, for avoidance of
doubt, that administrative and ancillary provisions of  22


the Purchaser Post-Retirement Health and Life Insurance Plan need not
be identical but may be substantially similar to those of the ABB
Post-Retirement Health and Life Insurance Plan, for such period of time as
required under the terms of the ABB Post-Retirement Health and Life Insurance
Plan and pursuant to Applicable Law.  The
US Purchaser shall, or shall cause one or more of its Affiliates to, be solely
responsible for paying and providing all post retirement health, dental and
life insurance benefits referred to in this Clause 11.2.2 with respect to such
Acquired Company Employees.  11.2.3The Sellers shall
procure that, as of the Completion Date, all Acquired Company Employees become
fully vested in their benefits under the ABB Inc. Cash Balance Pension Plan
(the Cash Balance Plan),
the ABB Inc. Deferred Compensation Plan (the Deferred Compensation Plan), or the Personal Retirement
Investment and Savings Management Plan for Employees of ABB Inc. (the PRISM Plan) and, together with the
Cash Balance Plan and the Deferred Compensation Plan (the ABB Retained Plans).  To the extent that Acquired Company Employees
are entitled to distributions by reason of the Transactions under the terms of
the Cash Balance Plan or the PRISM Plan, and in each case, Applicable Law, the
US Purchaser shall procure that such Acquired Company Employees may make a
rollover of such distributions pursuant to Section 402(c) (and, if
applicable, Section 401(a)(31)) of the Code into an employee benefit plan
maintained by the US Purchaser or any of its Affiliates that is intended
to be qualified within the meaning of Section 401(a) of the Code.  11.2.4Following the
Completion Date, the Purchasers shall, or shall cause one or more of their
Affiliates to:  (a)honour, pay,
perform and satisfy any and all liabilities, obligations and responsibilities
to, or in respect of, each Acquired Company Employee arising under the terms of
any contracts, arrangements, programmes, policies, plans, commitments,
employment, consulting, retention, severance, change-of-control or similar
agreement (each a Benefit Arrangement)
of the Acquired Companies, in accordance with the terms thereof in effect on
the Completion Date; and  (b)assume, honour
and be solely responsible for paying, providing or satisfying when due (i) all
vacation, sick pay and other paid time off for Acquired Company Employees
accrued but unused as of the Completion Date, on terms and conditions not less
favourable than the terms and conditions in effect immediately prior to the
Completion Date, and (ii) all compensation (including salary, wages,
commissions, bonuses (including, the transaction-related bonuses and the
severance payments set out in Schedule 11.2.4(b) of the Sellers Disclosure
Letter, and the payments due under the ABB Lummus Global Inc. Long-Term
Incentive Plan, the ABB Lummus Global Inc. Scorecard Incentive Plan and the
US Employee Profit Incentive Compensation (EPIC) Plan), incentive
compensation, overtime, premium pay and shift differentials), benefits and
benefit claims, severance and termination pay, notice and benefits under all
Applicable Law and under any plan, policy, practice or agreement and all other
liabilities, in each case accruing, incurred, or arising as a result of
employment or separation from employment with the Purchasers or any of their
Affiliates, on or after the Completion Date with respect to Acquired Company
Employees,  providedthat nothing in this Clause 11.2.4 shall be construed to prohibit the
Purchasers or any of their Affiliates from: (i) modifying, amending or
terminating any Benefit Arrangement at any time after the Completion Date or; (ii) substituting
for any Benefit Arrangement of an Acquired Company the Benefit Arrangement of
any of the Purchasers and their Affiliates for similarly situated employees of
the Purchasers and their Affiliates,  23


to the extent
permitted by the terms of the Benefit Arrangements of the Acquired Companies
and Applicable Law.  11.2.5Following the
Completion Date, the US Purchaser shall, or shall cause one or more of its
Affiliates to:  (a)waive, or use
reasonable endeavours to cause its insurance carrier to waive, all limitations
or exclusions as to pre-existing conditions, evidence of insurability or good
health, waiting periods or actively-at-work exclusions or other limitations or
restrictions on coverage, if any, applicable to any Acquired Company Employees
or their dependents or beneficiaries under any welfare benefit plans in which
such employees may be eligible to participate; and  (b)credit all costs
or expenses incurred by Acquired Company Employees (and their dependents or
beneficiaries), if any, up to and including the Completion Date for the purposes
of satisfying applicable deductible, co-payment, coinsurance, maximum
out-of-pocket provisions and like adjustments or limitations on coverage under
any such welfare benefit plans.  11.2.6Following the
Completion Date, the Purchasers shall, or shall cause one or more of their
Affiliates to, take into account periods of employment with any Acquired
Company (including any current or former Affiliate of any Acquired Company or
any predecessor of any Acquired Company) (Prior
Service) for the purposes of determining, as applicable, the
eligibility for participation, vesting and the calculation of benefits of any
Acquired Company Employee under all employee benefit plans, policies or
practices to which the Purchasers and their Affiliates contribute (or has an
obligation to contribute) or is a party for Acquired Company Employees,
including vacation plans and arrangements, 401(k) and other retirement
plans, paid time off plans, and any severance and welfare plans; provided,
however, that Prior Service need not be included in the calculations of
benefits under any such retirement plans or severance plans.  11.2.7Following the
Completion Date, the Purchasers shall, or shall cause one or more of their
Affiliates to:  (a)for Acquired
Company Employees whose terms and conditions of employment are covered by a
collective bargaining agreement, continue their employment under the same terms
and conditions described in such collective bargaining agreement;  (b)continue to
recognise each union that at the Completion Date represents any of the Acquired
Company Employees as the collective bargaining representatives of such
employees as of the Completion Date; and  (c)comply fully with
all obligations of the Acquired Companies under the collective bargaining
agreements governing the employment of any such Acquired Company Employees and
be bound by and comply with the terms of all such collective bargaining
agreements until the expiration thereof and not undertake any action to avoid
such obligations under the collective bargaining agreements.  The Purchasers further agree that from and
after the Completion Date, the Sellers shall have no further obligations on or
after the Completion Date to the Acquired Company Employees pursuant to such
collective bargaining agreements.  11.2.8The
US Purchaser shall procure that no Acquired Company incorporated in the
United States effectuates, at any time prior to the expiry of ninety
(90) days from the Completion Date, (i) a plant closing, employment
loss or mass layoff as those terms are defined  24


in the US Worker Adjustment and Retraining
Notification Act of 1988 (WARN)
or (ii) any similar triggering event under any other Applicable Law in the
United States (including as a result of aggregating any employment loss prior
to, from and after the Completion Date), affecting in whole or in part any of
the Acquired Company Employees.  The
US Purchaser agrees to provide any required notice under WARN and any
other Applicable Law and to comply with any such statute with respect to any plant
closing or mass layoff (as defined in WARN) or any similar triggering event
under any such other Applicable Law in the United States occurring on or after
Completion or arising as a result of the transactions contemplated hereby.  11.2.9The
US Purchaser shall indemnify and hold each member of the ABB Group
harmless against any and all liabilities they may suffer, and all costs and
expenses they may reasonably incur, to the extent that the same arise:  (a)in connection
with the Assumed Plan or any termination thereof following the Completion Date,
save to the extent that the liability arises as a result of any breach by any
member of the ABB Group of any of its duties or obligations in respect of the
Assumed Plan prior to Completion;  (b)out of or in
relation to the obligations of the US Purchaser to pay for and provide all
post-retirement health, dental and life insurance benefits referred to in
Clause 11.2.2; and  (c)in relation to
the obligations of the US Purchaser under Clause 11.2.8.  11.2.10The Purchasers
shall indemnify and hold each member of the ABB Group harmless against any and
all liabilities they may suffer, and all costs and expenses they may reasonably
incur, to the extent that the same arise out of or in relation to the
obligations of the Purchasers of any of their obligations under
Clause 11.2.4 or Clause 11.2.7.  11.2.11The Sellers shall
indemnify and hold each of the Purchasers and their Affiliates harmless against
any an all liabilities they may suffer and all costs and expenses they may
reasonably incur, to the extent that the same arise out of or in relation to
the obligations of the Sellers under the ABB Retained Plans.  11.3Preservation of Books
and Records  11.3.1For a period of
seven (7) years after the Completion Date (or such longer period as may be
required by Applicable Law), the Purchasers shall, and shall cause each
Acquired Company to, preserve and retain all of its corporate, accounting,
legal, auditing, human resources and other books and records relating to any
Acquired Company or the Business existing at Completion (collectively, the Books and Records).  11.3.2The Purchasers
shall, throughout the seven-year period (or such longer period as may be
required by Applicable Law)  referred to
in Clause 11.3.1, and upon being given reasonable advance notice (and in
any event within five (5) Business Days of written notice being given to
the Purchasers by the Sellers), permit the Sellers and their professional advisers
to inspect and to make copies of any Books and Records to the extent reasonably
required to enable any member of the ABB Group:  (a)to make any
filing, notification or other submission required to be made by it under any
Applicable Law to any Governmental Entity;  (b)to respond to or
defend any valid proceeding, enquiry or investigation of any Governmental
Entity; or  25


(c)otherwise to
comply with its obligations under Applicable Law.  11.3.3After the expiry
of the seven-year period (or such longer period as may be required by
Applicable Law) referred to in Clause 11.3.1, the Purchasers shall procure
that none of the Acquired Companies destroy or dispose of, or allow the
destruction or disposition of, any Books and Records, without first having
offered in writing the Sellers the opportunity to collect, at their cost, such
Books and Records.  The Acquired
Companies shall be entitled to dispose of the Books and Records if the Sellers
shall fail to collect such Books and Records within one hundred and twenty
(120) days after receipt of the notice described in the preceding
sentence.  11.3.4In the event of
any conflict between this Clause 11.3, on the one hand, and the provisions
of Clause 12.1 and Schedule 8 (Tax Covenant),
on the other hand, the latter shall prevail.  11.4Board of Directors and
Related Matters  11.4.1Subject to the
Sellers complying with their obligations under Clause 6.4.2, immediately
after Completion on the Completion Date, and subject to Applicable Law, the
Purchasers shall cause each Acquired Company to hold such shareholders
meetings and take such other actions as may be required to elect a new board of
directors (or other comparable managing body). 
The Purchasers shall ensure that, promptly thereafter, each Acquired
Company makes all necessary filings with the relevant Governmental Entities and
takes all other necessary action to register in the applicable public registry,
if required, the resignation of the retiring board members and the matters
decided pursuant to this Clause 11.4.  11.4.2The Purchasers
shall procure that, at the first shareholders meeting of the relevant Acquired
Company or otherwise whenever the question of discharge is raised after
Completion, each member of the board and, where applicable, the managing
director of each Acquired Company, in each case who has resigned with effect
from the Completion Date in accordance with this Agreement, is discharged in
full from any liability as a member of the relevant board or as managing
director, as the case may be, in relation to the period prior to Completion,
except in the case of fraud or gross negligence.  If discharge of liability does not occur for
any member of the board or the managing director of any Acquired Company in
accordance with this Clause 11.4.2, the Purchasers shall not, and shall cause
each such Acquired Company not to, pursue any claim for damages against any
such Person, except in the case of fraud or gross negligence.  11.5Insurance Matters  11.5.1The Purchasers
agree and acknowledge that none of the insurance policies of the ABB Group will
provide insurance cover in respect of the assets, tangible or intangible
property, liabilities, ownership, activities, business, operations,
shareholders, directors, agents, officers and employees of any Acquired Company
for any losses or liabilities of any kind arising as a result of any event
occurring: (i) after Completion; or (ii) except as provided in
Clause 11.5.2, prior to Completion.  11.5.2Subject to the
Purchasers reimbursing (or procuring the reimbursement of) the relevant members
of the ABB Group in accordance with Clause 11.5.3, the Purchasers and each
Acquired Company shall be entitled, after the Completion Date, to make claims
under liability insurance policies written on an occurrence basis and under
workers compensation policies written on an accident basis, in each case held
by members of the ABB Group (whether with a third party insurer or a captive
insurer) (ABB Occurrence Policies)
in respect of any insured loss or liability incurred or suffered by any
Acquired Company arising as a result of any event occurring prior to Completion
(collectively,  26


Pre-Completion
Losses).  The Purchasers
shall inform the Sellers in writing of each and every claim notified by the
Purchasers or any Acquired Company under any ABB Occurrence Policy in
accordance with this Clause 11.5.2 within five (5) Business Days of
notification of the relevant claim to the relevant insurer.  11.5.3Within thirty
(30) days of receipt by the Purchasers of written notice from the Sellers
providing reasonable details of such costs and expenses, the Purchasers shall
reimburse (or procure the reimbursement of) the relevant member(s) of the
ABB Group for all costs and expenses reasonably incurred by a member of the ABB
Group as a result of any claim by a Purchaser or any of the Acquired Companies
under any ABB Occurrence Policy with respect to any Pre-Completion Losses,
including retrospective insurance premiums, premium audits, self-insured
retentions, deductibles, indemnity payments, uninsured losses, loss conversion
factor expenses and related insurance programme expenses (including claims
handling fees, legal fees, taxes, residual market loadings, collateral
requirements and security deposits, surety bonds and other collateral) and
state surcharges incurred or suffered by any member of the ABB Group (including
ABB Insurance Limited) as a result of any such claim, provided that such
charges or amounts are levied on or incurred by the relevant member(s) of
the ABB Group in accordance with past practice and a reasonable explanation of
such charges or amounts is provided to the Purchasers.  11.5.4All monies
payable in respect of any claim made by a Purchaser or any Acquired Company
pursuant to Clause 11.5.2 shall be payable directly to the Purchaser, or
as directed by the Purchaser or the relevant Acquired Company.  11.5.5At the Purchasers
sole cost and expense, the Sellers shall provide such reasonable assistance and
information as the Purchasers may request to enable the Purchasers or any
Acquired Company to make any claim as envisaged pursuant to Clause 11.5.2,
including requesting the relevant insurance company/ies to co-operate with the
Purchasers and Acquired Companies as applicable.  If a Purchaser desires access to, and
utilisation of, claims data or information maintained by an insurance company
or other third party in respect of any claim, the Purchaser shall be
exclusively responsible for acquiring from such insurance company or third
party, at the Purchasers sole cost and expense, the rights necessary to permit
it to obtain access to, and utilisation of, such claims data or information, provided
always that the Sellers shall, at the Purchasers cost, provide the Purchasers
with all reasonable assistance in this regard.  11.6ABB Intellectual
Property  11.6.1The Purchasers
shall not, and shall cause their Affiliates (including, after Completion, the
Acquired Companies) not to, register, or attempt to register, or use, directly
or indirectly, in any fashion whatsoever any trademark, service mark, domain
name, trade name or other indicia of origin that includes, is identical to or
is confusingly similar to, any of the trademarks, service marks, Internet
domain names, trade names or other indicia of origin (including the words ABB,
BBC, Asea or Boveri or any derivatives thereof) known by, or made known
to, any Acquired Company to be owned as of the Completion Date by any member of
the ABB Group (collectively, ABB Marks),
nor shall any of them challenge or assist any third Person in opposing the
rights of any member of the ABB Group anywhere in the world in and to any ABB
Mark.  11.6.2Any provisions
contained in any Contracts between any member of the ABB Group, on the one
hand, and any Acquired Company, on the other hand, relating to the use of any
ABB Mark or anything confusingly similar thereto, including all name protection
and license agreements, shall immediately and automatically terminate as of the
Completion Date.  27


11.6.3Without limiting
the generality of Clause 11.6.1, the Purchasers shall:  (a)subject to
Applicable Law, ensure that, as soon as practicable (but in no event more than
sixty (60) days following the Completion Date with respect to materials
that publicly display any ABB Marks or are otherwise distributed to the public
(including letterhead, advertising materials, marketing brochures and the like)),
any materials bearing any ABB Mark are either destroyed or otherwise
permanently altered so that the former use of any ABB Mark is entirely
unrecognisable and undetectable;  (b)ensure that, as
soon as practicable (but in no event more than sixty (60) days
following the Completion Date), any hypertext links to Internet web sites
operated by any member of the ABB Group and any other use of any ABB Mark are
removed from any Internet web sites operated by any Acquired Company; provided,
however, that, notwithstanding the foregoing, the Purchasers shall ensure such
removal on or before the fifth (5th) day after it or any Acquired Company
becomes aware of such links or use; and  (c)procure that, as
soon as practicable (but in no event more than one hundred and twenty
(120) days following the Completion Date), the Acquired Companies take all
action necessary to remove all references to any of the ABB Marks from their
respective corporate name, including by way of amending the entry in the
relevant companies register.  11.7Derivatives Contracts  11.7.1At Completion,
the Sellers shall cause the early termination of all Derivatives Contracts set
out in any list provided to the Purchasers pursuant to Clause 7.2.2(b) (such
date of termination, the Early Termination
Date).  11.7.2On the Early
Termination Date or, if the Parties agree that there is material market
disruption on such Early Termination Date in respect of any Derivatives
Contract, such other date as the Parties may agree in good faith (and, where
applicable, all references in this Clause 11.7 to the Early Termination
Date in respect of those Derivatives Contracts shall be deemed to refer to such
other date), the Sellers shall calculate the fair market value in dollars of
each Derivatives Contract to the relevant Acquired Company to be terminated
based on the rate which appears on the Reuters Screen FXBLFIX01 at 11:00 a.m.
(London time) on the Early Termination Date. 
On the Business Day following an Early Termination Date, the Sellers
shall deliver to the Purchasers a statement setting forth the amounts so
determined in accordance with this Clause 11.7.2 (a Settlement Statement).  11.7.3The fair market
values in dollars of the Derivatives Contracts finally determined in accordance
with Clause 11.7.2 shall be added and netted for each Early Termination
Date, and the resulting figure shall be the Net Early Termination Amount.  For the purposes of this Clause 11.7.3,
any payment to be made pursuant to the early termination of any Derivatives
Contract: (i) to any Acquired Company shall be categorised as positive;
and (ii) to any member of the ABB Group shall be categorised as
negative.  If the Net Early Termination
Amount is negative, the Purchasers shall pay, or cause to be paid, to the
Sellers, by telegraphic transfer of immediately available cleared funds, an
amount equal to the Net Early Termination Amount.  If the Net Early Termination Amount is
positive, the Sellers shall pay, or cause to be paid, to the Purchasers, by
telegraphic transfer of immediately available cleared funds, an amount equal to
the Net Early Termination Amount.  The
Net Early Termination Amount shall be payable by the  28


applicable Party on or prior to the fifth
(5th) Business Day following receipt of the Settlement Statement by the
Purchasers.  11.8Conflicts; Privileges  11.8.1It is
acknowledged by each of the Parties that the Sellers have retained White &
Case LLP (W&C) to act
as their counsel in connection with the Transactions and that W&C has not
acted as counsel for any other Person in connection with the Transactions and
that no other Party or Person has the status of a client of W&C for
conflict of interest or any other purposes as a result thereof.  The Purchasers hereby agree that, in the
event that a dispute arises between the Purchasers or any of their Affiliates
(including, after Completion, the Acquired Companies) and any member of the ABB
Group, W&C may represent such member of the ABB Group in such dispute even
though the interests of such member of the ABB Group may be directly adverse to
the Purchasers or any of their Affiliates (including, after Completion, the
Acquired Companies), and even though W&C may have represented an Acquired
Company in a matter substantially related to such dispute, or may be handling
ongoing matters for the Purchasers or an Acquired Company, and the Purchasers
hereby waive, on behalf of themselves, the Acquired Companies and each of their
respective Affiliates, any conflict of interest in connection with such
representation by W&C.  The
Purchasers further agree that, as to all communications among W&C, the
Acquired Companies and the Sellers that relate in any way to the Transactions,
the legal professional privilege, the expectation of client confidence and all
other rights to any evidentiary privilege belong to the Sellers and may be
controlled by the Sellers and shall not pass to or be claimed by the Purchasers
or the Acquired Companies.  11.8.2The Sellers and
the Purchasers agree to take, and to cause their respective Affiliates to take,
all steps necessary to implement the intent of this Clause 11.8.  11.9Confidentiality  11.9.1Except as
provided in Clauses 11.9.3 and 15.1, ABB shall, and shall procure that its
Affiliates will, treat as confidential the provisions of this Agreement and all
confidential information:  (a)they possess
relating to the Acquired Group; or  (b)they have
received or obtained relating to CB&I and its Affiliates as a result of
negotiating or entering into this Agreement.  11.9.2Except as
provided in Clauses 11.9.3 and 15.1, CB&I shall, and shall procure
that its Affiliates will, treat as confidential the provisions of this
Agreement and all confidential information they have received or obtained
relating to ABB and its Affiliates as a result of negotiating or entering into
this Agreement.  11.9.3A Party may
disclose, or permit the disclosure of, information which would otherwise be
confidential if and to the extent:  (a)required by
Applicable Law or any securities exchange, or required by any Governmental
Entity;  (b)disclosed to its
professional advisers (provided that such persons are required to treat
such information as confidential);  29


(c)disclosed to its
bankers or other financiers or credit providers (or prospective bankers or
other financiers or credit providers) (provided that such persons are
required to treat such information as confidential); or  (d)it comes into the
public domain other than as a result of a breach by a Party of this
Clause 11.9;  providedthat, in the case of (a) above, prior written notice of any confidential
information to be disclosed pursuant to this Clause 11.9 shall, to the
extent permitted by Applicable Law, be given to the other Party.  11.9.4The
confidentiality restrictions in this Clause 11.9 shall continue to apply
after the termination of this Agreement pursuant to Clause 4.5, 5 or 7.5
without limitation in time.  11.9.5Subject always to
the provisions of Clause 11.9.1, the Sellers shall have the right to
retain copies of all documents delivered or made available to the Purchasers in
connection with the Transactions, including the Due Diligence Materials, for
the purpose of defending any claim against the Sellers under this Agreement or
enforcing their rights hereunder (including making any claims or counterclaims
against third parties pursuant to paragraph 15 of Schedule 7 (The Sellers Limitations of Liability)).  11.10Protection of Goodwill  11.10.1ABB hereby
undertakes to procure that (except as otherwise agreed in writing with the
Purchasers) no member of the ABB Group will, either directly or indirectly, and
either solely or jointly with any other person (either on its own account or as
the agent of any other person) and in any capacity whatsoever:  (a)for a period of
two (2) years from Completion, carry on, be engaged in or have an equity
interest in any business which, directly or indirectly, competes with the
Business (except, in each case, as the holder of shares in a listed company
which confer not more than five per cent. (5%) of the votes which can generally
be cast at a general meeting of the company);  (b)for a period of
two (2) years from Completion, induce, solicit or endeavour to entice to
leave the service or employment of any Acquired Company any person who at
Completion was an employee of any Acquired Company occupying a senior or
managerial position and likely (in the reasonable opinion of the Purchasers) to
be:  (i)in possession of
confidential information relating to any Acquired Company; or  (ii)able to influence
the customer relationships or connections of any Acquired Company;  providedthat nothing in
this paragraph (b) shall prohibit any member of the ABB Group from
posting a general public advertisement for employment or employing any person
who responds to such advertisement; and  (c)following
Completion, use the name Lummus or any other name intended or likely to be
confused with any such name.  11.10.2Notwithstanding
anything to the contrary in this Agreement, the restrictions in
Clause 11.10.1 shall not prohibit any member of the ABB Group from
carrying on or  30


engaging in any of the following activities that
would, but for this Clause 11.10.2 be restricted under
Clause 11.10.1:  (a)providing, primarily through ABB Process Solutions
and Services S.p.A. and its successors, engineering, procurement and
construction services to customers in the oil and gas, chemical, petrochemical
and marine industries;  (b)providing technology and process technology
services to customers in the biofuels industry (including to customers involved
in ethanol production);  (c)providing industrial products to customers in the
oil and gas, chemical, petrochemical and marine industries; or  (d)providing services and spare parts in relation to
the servicing, repair and maintenance, installation, and upgrade of industrial
plant and equipment for customers in the oil and gas, chemical, petrochemical
and marine industries.  11.10.3The Sellers agree
that the undertakings contained in Clause 11.10.1 are reasonable and are
entered into for the purpose of protecting the goodwill of the Business.  11.10.4Each undertaking
contained in Clause 11.10.1 is and shall be construed as separate and
severable and if one or more of the undertakings is held to be against the
public interest or unlawful or in any way an unreasonable restraint of trade or
unenforceable in whole or in part for any reason the remaining undertakings or
parts thereof, as appropriate, shall continue to bind the Sellers.  11.10.5If any
undertaking contained in Clause 11.10.1 shall be held to be void but would
be valid if deleted in part or reduced in application, such undertaking shall
apply with such deletion or modification as may be necessary to make it valid
and enforceable.  Without prejudice to
the generality of the foregoing, in such circumstances, any relevant period of
time (as the same may previously have been reduced by virtue of this Clause
11.10.5) shall take effect as if reduced by successive six month periods until
the resulting period shall be valid and enforceable.  12.COVENANTS  12.1Tax Covenant  The Sellers and
the Purchasers shall, as from Completion, comply with the provisions of
Schedule 8 (Tax Covenant).  12.2Additional Covenant  The Sellers and
the Purchasers shall also comply with the provisions of Schedule 9 (Additional Covenant).  13.GUARANTEES  13.1Guarantee by ABB  13.1.1In consideration
of CB&I and the Purchasers entering into this Agreement, ABB irrevocably
and unconditionally guarantees to each of CB&I and the Purchasers as
principal obligor, on demand, the due and punctual performance and observance
by the  31


Sellers of all the obligations of the Sellers, and
the punctual discharge by the Sellers of all the liabilities of the Sellers,
under the terms of this Agreement (including, for the avoidance of doubt, under
the terms of Schedule 8 (Tax Covenant)
and Schedule 9 (Additional Covenant) but, further
for the avoidance of doubt, subject to the limitations set out therein and in
Schedule 7 (The Sellers Limitations of Liability))
and all Other Transaction Documents (as amended, varied, modified or replaced
from time to time).  13.1.2Save with the
written consent of CB&I, the liability of ABB under this Clause 13.1
shall not be discharged or diminished as a result of:  (a)any time or
indulgence or waiver given to, or composition made with, a Seller by CB&I
or a Purchaser; or  (b)the
non-enforcement of any right, remedies or securities against a Seller by any of
CB&I and the Purchasers, or the release of a Seller in respect of the same.  13.1.3The guarantee
constituted by this Clause 13.1 shall constitute the full recourse
obligations of ABB enforceable against it to the full extent of all of its
assets and properties, shall be the primary obligation of ABB and neither
CB&I nor any of the Purchasers shall be obliged to make any demand on a
Seller before enforcing its rights against ABB under the same.  13.1.4ABB will make all
payments which may be or become due under this Clause 13.1 free and clear
and without deduction of any and all present and future taxes, duties, levies,
imposts, deductions, charges and withholdings of the United States, the
Netherlands, the United Kingdom or any other country or jurisdiction, save to
the extent required by Applicable Law.  13.2Guarantee by CB&I  13.2.1In consideration
of ABB and the Sellers entering into this Agreement, CB&I irrevocably and
unconditionally guarantees to each of ABB and the Sellers as principal obligor,
on demand, the due and punctual performance and observance by the Purchasers of
all the obligations of the Purchasers, and the punctual discharge by the Purchasers
of all the liabilities of the Purchasers, under the terms of this Agreement and
all Other Transaction Documents (as amended, varied, modified or replaced from
time to time).  13.2.2Save with the
written consent of ABB, the liability of CB&I under this Clause 13.2
shall not be discharged or diminished as a result of:  (a)any time or
indulgence or waiver given to, or composition made with, a Purchaser by ABB or
a Seller; or  (b)the
non-enforcement of any right, remedies or securities against a Purchaser by any
of ABB and the Sellers, or the release of a Purchaser in respect of the same.  13.2.3The guarantee
constituted by this Clause 13.2 shall constitute the full recourse
obligations of CB&I enforceable against it to the full extent of all its
assets and properties, shall be the primary obligation of CB&I and neither
ABB nor any of the Sellers shall be obliged to make any demand on a Purchaser
before enforcing its rights against CB&I under the same.  13.2.4CB&I will
make all payments which may be or become due under this Clause 13.2 free
and clear and without deduction of any and all present and future taxes,
duties, levies, imposts, deductions, charges and withholdings of the United
States, the Netherlands, the  32


United Kingdom or any other country or jurisdiction,
save to the extent required by Applicable Law.  14.COST-SHARING  14.1Bloomfield  14.1.1As soon as
reasonably practicable following Completion, the US Purchaser and the US Seller
(or such other Persons on their behalf as they may reasonably nominate) will
discuss in good faith and agree a course of action as regards approaching the
relevant governmental authority in New Jersey (the NJ Authority) with a view to agreeing,
with the NJ Authority, the appropriate course of action to be adopted to
monitor and/or remediate the environmental issues identified in the Sellers
Disclosure Letter at the site located at Bloomfield, New Jersey  (the Environmental
Issues) (the Remediation
Plan).  If the Parties
are unable to agree on a course of action as regards such approach to the NJ
Authority (after having endeavoured to do so for a period of at least twenty
(20) Business Days), either Party may unilaterally make the approach.  14.1.2Following receipt
of the determination by the NJ Authority in relation to the Remediation Plan,
the US Purchaser shall provide to the US Seller details (procured from a
suitably qualified firm of environmental experts) as to the steps necessary, in
the opinion of such firm, to be adopted to implement the Remediation Plan and
as to the costs thereof.  If such costs
are less than the balance of the provision included in relation thereto in the
management accounts referred to at paragraph 5 of Schedule 5 (The Sellers Warranties) (the Provision) (after allowing for any expenditure incurred
by the Acquired Group since 30 June 2007) (the Balance), then the US Seller shall
have no further obligation under this Clause 14.1.  14.1.3If such costs
exceed the Balance, the US Seller may seek from a firm of suitably qualified
environmental experts a second quotation as to the steps necessary to be
adopted to implement the Remediation Plan and the costs thereof.  14.1.4If the US Seller
elects to obtain such a quotation and provides details of such quotation to the
US Purchaser, the Parties shall proceed to instruct the firm providing the
lower quote for the work required under the Remediation Plan.  If the US Seller does not obtain such a quote
and deliver the same to the US Purchaser within six (6) weeks of the
receipt by the US Seller of the quotation provided by the US Purchaser, the US
Purchaser may proceed to follow the steps (with the attendant costs) originally
proposed by it.  14.1.5In either case,
to the extent that the costs incurred as envisaged pursuant to Clause 14.1.4
exceed the Balance, the US Purchaser and the US Seller shall bear the same as
to fifty per cent. (50%) each.  14.1.6Save with the
prior written consent of the US Purchaser (such consent not to be unreasonably
withheld or delayed), pending Completion the US Seller shall procure that the
Acquired Group does not incur any (further) expenditure in connection with the
Environmental Issues, unless the Remediation Plan is issued by the NJ Authority
prior to Completion, in which event the above provisions of this Clause 14.1 as
regards costs and the sharing thereof shall apply mutatis
mutandis.  14.1.7Each of the US
Purchaser and the US Seller undertakes to the other to act in good faith in
connection with the implementation of the provisions of this Clause 14.1.  33


14.2Westlake Contract  14.2.1If the aggregate
amount paid by the relevant Acquired Company under, and in accordance with the
terms of, the engineering, procurement, construction and construction
management contract dated 23 March 2005 between WPT LP and the US Seller
in relation to the Westlake Petro 2 Feed Flexibility Project ISBL at Calcasieu
Parish, Louisiana, as amended from time to time up to Completion (the Westlake Contract) exceeds by more
than five million dollars ($5,000,000) the aggregate amount received by such
Acquired Company under, or in relation to, the Westlake Contract (the portion
of such amount over and above five million dollars ($5,000,000), the Excess Amount), in each case from the
date of this Agreement to the date on which the warranty period under the
Westlake Contract expires by its terms (or, if later, the date on which the
relevant Acquired Company makes the last payment due by, or receives the last
payment due to, it under the Westlake Contract (such date, the Expiration Date), then the US Seller
shall pay to the US Purchaser fifty per cent (50%) of the Excess Amount.  Subject to the US Purchaser complying with
its obligations under Clauses 14.2.2(b) and 14.2.3, any payment required
to be made by the US Seller under this Clause 14.2.1 shall be made within
thirty (30) days of the Expiration Date.  14.2.2The US Purchaser
shall deliver to the US Seller:  (a)after Completion,
periodic statements, on a quarterly basis, setting out a summary of all amounts
paid or received by the relevant Acquired Company in relation to the Westlake
Contract during the immediately preceding calendar quarter; and  (b)as promptly as
reasonably practicable after the Expiration Date, a final statement setting out
in reasonable detail the calculation of the Excess Amount.  14.2.3The US Purchaser
shall procure that the relevant Acquired Company provides to the US Seller any
and all information (including supporting documentation), and access to the
premises, books, accounting records and other documentation, and all relevant
personnel, of such Acquired Company reasonably requested by the US Seller for
purposes of verifying the Excess Amount.  15.OTHER
PROVISIONS  15.1Announcements  15.1.1The initial press
release announcing the terms of this Agreement shall be a joint press release,
which shall be approved by the Parties prior to its announcement.  In addition, at or about the time of such
announcement, CB&I may make a power point presentation to, inter alia, its investors and analysts, disclosing such
further details as regards the terms of this Agreement as would be standard
practice as regards a company whose shares are traded on the New York Stock
Exchange.  Such power point presentation
shall also be approved by the Parties prior to its disclosure to third
parties.  Thereafter, and except as
provided in Clause 15.1.2, no announcement or public statement shall be
made by any Party relating to this Agreement or the Transactions without the
prior written consent of the other Party (which consent shall not be
unreasonably withheld or delayed).  15.1.2A Party may make
an announcement relating to this Agreement or the Transactions if (and only to
the extent) required by Applicable Law or any securities exchange, regulatory
or other Governmental Entity; provided that, prior to making such
announcement, such Party shall take all steps as may be reasonable in the
circumstances to agree the contents of such announcement with the other Party.  34


15.1.3The restrictions
on announcements in this Clause 15.1 shall continue to apply after the
termination of this Agreement pursuant to Clause 4.5, 5 or 7.5 without
limitation in time.  15.2Assignment  15.2.1Except as
otherwise expressly provided in this Agreement, neither this Agreement nor any
of the rights, interests or obligations hereunder (including any cause of
action arising in connection herewith) shall be assigned by any Party without
the prior written consent of the other Party.  15.2.2Clause 15.2.1
notwithstanding, any Party may assign any of its rights and interests (but not
its obligations) to any of its Affiliates; provided that, if any such
assignee subsequently ceases to be an Affiliate of such Party, the relevant
Party shall procure that, prior to such assignee thus ceasing to be an
Affiliate of such Party, such rights and interests be reassigned to such Party
or to another constituting Affiliate of such Party.  15.3Entire Agreement  15.3.1This Agreement,
together with the Other Transaction Documents, constitutes the entire agreement
of the Parties with respect to the Transactions and supersedes all prior
agreements and understandings, oral and written, with respect thereto, other
than the Confidentiality Agreement.  15.3.2The Parties
confirm that they have not entered into this Agreement on the basis of any
representation, warranty, statement or undertaking whatsoever not expressly set
out in this Agreement.  15.3.3Without limiting
the generality of Clause 15.3.2, the Purchasers acknowledge that:  (a)except as
expressly incorporated into any of the Sellers Warranties, the Sellers do not
make or give, and shall not be deemed to have made or given, any
representation, warranty, statement or undertaking whatsoever, either express
or implied, as to the accuracy or completeness of any information provided or
made available by or on behalf of the Sellers to the Purchasers or any of their
Affiliates in connection with the Transactions, including any information set
out in the Due Diligence Materials; and  (b)no Person has
been authorised by the Sellers to make or give any representation, warranty,
statement or undertaking whatsoever relating to the Sellers, any Acquired
Company, the Business or any Joint Venture or otherwise in connection with the
Transactions, including in relation to the Due Diligence Materials, and, if
made, such representation, warranty statement or undertaking must not be relied
upon as having been authorised by the Sellers.  15.4Severance and Validity  If any provision
of this Agreement is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, such provision shall be deemed to be
severed from this Agreement.  The
remaining provisions will remain in full force in that jurisdiction and all provisions
will continue in full force in any other jurisdiction.  15.5Variations  No variation of
this Agreement shall be effective unless in writing and signed by or on behalf
of the Parties.  35


15.6Remedies and Waivers  15.6.1No waiver of any
right under this Agreement shall be effective unless in writing.  Unless expressly stated otherwise, a waiver
shall be effective only in the circumstances for which it is given.  15.6.2No delay or
omission by any Party in exercising any right or remedy provided by Applicable
Law or under this Agreement shall constitute a waiver of such right or
remedy.  For the avoidance of doubt,
nothing in this Clause 15.6.2 shall be deemed to extend in any way the
time limits set out in paragraph 1 of Schedule 7 (The Sellers
Limitations of Liability).  15.6.3The single or
partial exercise of a right or remedy under this Agreement shall not preclude
any other nor restrict any further exercise of any such right or remedy.  15.6.4The Parties
agree, to the extent permitted by law, that the only right and remedy in
relation to breach of any of the Sellers Warranties or the CB&I Warranties
shall be for contractual damages for breach of this Agreement.  15.6.5Except as
expressly set out in this Agreement, no Party shall be entitled to rescind or
terminate this Agreement in any circumstances whatsoever (whether before or
after Completion) for breach of any of the Sellers Warranties or the CB&I
Warranties or any other obligation set out in this Agreement.  15.6.6Nothing in this
Clause 15.6 shall operate to limit or exclude any liability for fraud.  15.7Further Assurances  Following
Completion, the Sellers shall from time to time forthwith upon request from the
Purchasers, at the Sellers expense, execute or procure to be executed all such
documents as the Purchasers may reasonably require for the purpose of vesting
in the Purchasers the full legal and beneficial title to the Shares and,
thereby, indirect ownership of the Business.  15.8Third Party Rights  15.8.1Clauses 6.3,
11.1, 11.2, 11.3, 11.5 and 11.6 confer benefits to members of the ABB Group,
Clause 11.8 confers benefits to W&C and Clauses 3.2.2, 8.4 and
11.5 confer benefits to the Acquired Companies. 
All of such benefits are intended to be enforceable by any the
beneficiary by virtue of the Contracts (Rights of Third Parties) Act 1999.  15.8.2Except as set out
in Clause 15.8.1, a Person who is not a Party to this Agreement shall have
no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
of the terms of this Agreement.  15.8.3Notwithstanding
the provisions of Clause 15.8.1, this Agreement may be varied in any way
and at any time by the Parties without the consent of any Person on whom
Clause 15.8.1 confers rights under the Contracts (Rights of Third Parties)
Act 1999.  15.9Costs and Expenses  Except as
provided otherwise in this Agreement, each Party shall pay its own costs and
expenses in connection with the negotiation, preparation and performance of
this Agreement, including the fees and expenses of such Partys counsel and
financial advisers.  36


15.10Notices  15.10.1All notices,
consents, requests, demands, waivers and other communications (Notices) required or permitted to be
given under this Agreement shall be in the English language in writing and
signed by or on behalf of the Party giving it and marked for the attention of
the other Party.  A Notice may be
delivered personally or sent by fax, pre-paid recorded delivery or
international courier to the address or fax number provided in
Clause 15.10.3.  15.10.2A Notice shall be deemed to
have been received:  (a)at the time of
delivery if delivered personally;  (b)at the time of
transmission if sent by fax;  (c)five (5) Business
Days after the time and date of posting if sent by pre-paid recorded delivery;
or  (d)three (3) Business
Days after the time and date of posting if sent by international courier;  providedthat if deemed receipt of any Notice occurs after 6.00 p.m. or is not on a
Business Day, deemed receipt of the Notice shall be 9.00 a.m. on the next
Business Day.  References to time in this
Clause 15.10.2 are to local time in the country of the addressee.  15.10.3The addresses and
fax numbers for service of Notice are as follows:  (a)if to the Sellers
and/or ABB, to:  [ABB Holdings Inc. / ABB
Holdings B.V.
c/o] ABB Asea Brown Boveri Ltd
Affolternstrasse 44
P.O. Box 8131
CH-8050 Zurich
Switzerland
Attention:General
Counsel
Fax:+41
43 317 7992  with a copy (which shall not
constitute notice) to:  White & Case LLP
5 Old Broad Street
London EC2N 1DW
United Kingdom 
Attention:Mats
Sacklén
Fax:+44
(0)20 7532-1001  (b)if to the
Purchasers and/or CB&I, to:  [Chicago Bridge &
Iron Company / Chicago Bridge & Iron Company B.V.
c/o] Chicago Bridge & Iron Company N.V.
P.O. Box 2043
2130 GE Hoofddorp
The Netherlands
Attention:Chief
Executive Officer
Fax:+ 31
023 568 5671  37


with a copy (which shall not constitute
notice) to:  Chicago Bridge &
Iron Company
One CB&I Plaza
2013 Research Forrest Drive
The Woodlands
Texas  77380-2624
USA
Attention:General
Counsel
Fax:+ 1
832 513-1791  and to:  Ashurst
Broadwalk House
5 Appold Street
London EC2A 2HA
United Kingdom 
Attention:Susan
Roy (ref: C777.00022)
Fax:+44
(0)20 7638 1112  15.10.4A Party shall
notify the other Parties of any change to its address in accordance with the
provisions of this Clause 15.10; provided that such notification
shall only be effective on the later of the date specified in the notification
and five (5) Business Days after deemed receipt.  15.10.5For the purposes
of this Agreement:  (a)any Notice signed
by any one Seller shall be deemed to be signed by and given on behalf of both
of the Sellers and any Notice given to any one Seller shall be deemed to be
given to both of the Sellers; and  (b)any Notice signed
by any one Purchaser shall be deemed to be signed by and given on behalf of
both of the Purchasers and any Notice given to any one Purchaser shall be
deemed to be given to both of the Purchasers.  15.11Counterparts  This Agreement
may be executed in counterparts and shall be effective when each Party has
executed one counterpart.  Each
counterpart shall constitute an original of this Agreement.  15.12Governing Law and
Jurisdiction  15.12.1This Agreement shall be
governed by and construed in accordance with English law.  15.12.2The Parties irrevocably
agree that the courts of England are to have exclusive jurisdiction to settle
any dispute which may arise out of or in connection with this Agreement and
proceedings in respect of any dispute may be brought in such courts.  15.13Agent for Service of
Process  15.13.1The Sellers irrevocably
appoint ABB Limited of Daresbury Park, Daresbury, Cheshire, WA4 4BT
Warrington, United Kingdom (marked for the attention of: Company Secretary /
Chief Financial Officer) as their agent for service of process in England.  38


15.13.2The Purchasers irrevocably
appoint Ashurst of Broadwalk House, 5 Appold Street, London EC2A 2HA,
United Kingdom (marked for the attention of: Susan Roy (ref: C777.00022))
as its agent for service of process in England.  15.13.3If any Person appointed as
agent for service of process ceases to act as such, the relevant Party shall
immediately appoint another Person to accept service of process on its behalf
in England and notify the other Party of such appointment.  If it fails to do so within ten (10) Business
Days, the other Party shall be entitled by notice to the relevant Party to
appoint a replacement agent for service of process.  15.14Specific Enforcement  The Parties agree
that irreparable damage may occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached.  Accordingly,
the Parties are, subject to the discretion of the relevant court of competent
jurisdiction, entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement, in addition to any other remedy to which they are entitled at law or
in equity.  15.15No Set-Off  Neither Party
shall be entitled to exercise any right of set-off or counterclaim against, or
otherwise withhold payment of, any sums payable by such Party to the other
Party under this Agreement unless otherwise agreed in writing by the Parties.  15.16Rules of
Construction  The Parties agree
that they have been represented by counsel during the negotiation and execution
of this Agreement and, therefore, waive the application of any Applicable Law,
holding or rule of construction providing that ambiguities in an agreement
or other document will be construed against the Party drafting such agreement
or document.  IN WITNESS WHEREOFeach Party has executed this Agreement, or caused this Agreement to be executed
by its duly authorised representatives.  39


SCHEDULE
1
DEFINITIONS AND INTERPRETATION  1.Definitions  1.1When used in this
Agreement, the following terms and expressions shall have the respective
meanings set out below:  ABB shall
have the meaning set out in the preamble to this Agreement.  ABB Group
means ABB and its subsidiaries from time to time (excluding, for the avoidance
of doubt, the Acquired Group).  ABB Marks
shall have the meaning set out in Clause 11.6.1.  ABB Occurrence Policies
shall have the meaning set out in Clause 11.5.2.  ABB Post-Retirement Health
and Life Insurance Plan shall have the meaning set out in
Clause 11.2.2.  ABB Retained Plans
shall have the meaning set out in Clause 11.2.3.  Acquired Company
means either of the Companies or any of their respective subsidiaries,but shall not include the Joint Ventures.  Acquired Company Employees
shall have the meaning set out in Clause 11.2.2.  Acquired Group
means all of the Acquired Companies.  Action
means any written action, complaint, petition, suit, arbitration or other
proceeding, whether civil or criminal, at law or in equity, by or before any
Governmental Entity.  Affiliate
means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, such first Person.  For the purposes of this definition, control
(including, with correlative meanings, the terms controlled by and under
common control with), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, through the ownership
of voting securities, by Contract, or otherwise.  Each Acquired Company shall be deemed an
Affiliate of the Sellers prior to, and an Affiliate of the Purchasers as from,
Completion.  Applicable Law
means, as to any Person, any statute, law, ordinance, rule or regulation
of any Governmental Entity in any jurisdiction applicable from time to time to
such Person or to any of its businesses or assets.  Asbestos Condition
shall have the meaning set out in Clause 4.1.1(d).  Assumed Plan
shall have the meaning set out in Clause 11.2.1.  Balance
shall have the meaning set out in Clause 14.1.2.  Balance Sheet
shall have the meaning set out in paragraph 4.1 of Schedule 5 (The Sellers Warranties).  Balance Sheet Date
means 31 December 2006.  40


Benefit Arrangement
shall have the meaning set out in Clause 11.2.4(a).  Bidder Representatives
shall have the meaning set forth in the Confidentiality Agreement.  Books and Records
shall have the meaning set out in Clause 11.3.1.  Break Fee
shall have the meaning set out in Clause 4.3.2.  Business
means the business of the Acquired Group of providing process technology,
project management or engineering, procurement or construction services to the
upstream or downstream oil and gas, refining or petrochemical industries, as
conducted as of the date of this Agreement.  Business Day
means any day except a Saturday, a Sunday or any other day on which commercial
banks are not generally open for business in all of Zurich, Switzerland,
London, England and New York, New York.  Cash Balance Plan
shall have the meaning set out in Clause 11.2.3.  CB&I
shall have the meaning set out in the preamble to this Agreement.  CB&I Group
means CB&I and its subsidiaries from time to time (including, after
Completion, the Acquired Group).  CB&I Warranties
means the warranties referred to in Clause 9 and set out in Schedule 6 (CB&Is Warranties).  Civil Law Notary
means a civil law notary of Nauta Dutilh.  Code means
the United States Internal Revenue Code of 1986, as amended, and the
regulations promulgated and the rulings issued thereunder.  Company
and Companies shall have the
respective meanings set out in the recitals to this Agreement.  Competition Authority
means any Governmental Entity having jurisdiction with respect to the
Transactions pursuant to applicable Competition Laws.  Competition Laws
means all Applicable Law that are designed or intended to, among other things,
exercise merger control and prohibit agreements which restrict competition.  Completion
means completion of the sale and purchase of the Shares pursuant to
Clause 7.  Completion Date
shall have the meaning set out in Clause 7.3.  Conditions to Completion
shall have the meaning set out in Clause 4.1.1.  Confidentiality Agreement
means the Confidentiality Agreement made by way of letter dated 4 April 2007
between Chicago Bridge & Iron Company and ABB.  Contract
means any agreement, contract or other legally binding instrument, including in
each case all amendments thereto.  Deed of Transfer
means the notarial deed of transfer in such form as the Purchasers may
reasonably require evidencing the transfer of the NL Shares from the
NL Seller to the Purchasers pursuant to the laws of the Netherlands.  41


Deferred Compensation Plan
shall have the meaning set out in Clause 11.2.3.  Deferred Completion
Notification shall have the meaning set out in Clause 
7.3(a).  Derivatives Contract
means any hedging or other derivatives contract between a member of the ABB
Group, on the one hand, and any Acquired Company, on the other hand.  Divestiture
shall have the meaning set out in Clause 4.2.4(a).  Due Diligence Materials
means information: (i) set out in the Information Memorandum headed ABB
Lummus Global issued by Credit Suisse and dated March 2007 or in any
other materials prepared by or on behalf of the Sellers, including the VDD; (ii) made
available in any data room (virtual or otherwise), including any Information
and Evaluation Material (as those terms are defined in the Confidentiality
Agreement); (iii) provided in any management presentation or in any break-out
or follow-up discussion with management, or in connection with any site visit;
or (iv) provided or made available in response to any questions submitted
by or on behalf of the Purchasers or any of their Affiliates.  Early Termination Date
shall have the meaning set out in Clause 11.7.1.  Encumbrance
means any lien, security interest, mortgage, pledge, encumbrance or charge of
any kind.  Environmental Issues
shall have the meaning set out in Clause 14.1.1.  ERISA means
the United States Employee Retirement Income Security Act of 1974, as amended
and the regulations promulgated and the rulings issued thereunder.  Excess Amount
shall have the meaning set out in Clause 14.2.1.  Existing NL Shares
shall have the meaning set out in the recitals to this Agreement.  Existing Shares
shall have the meaning set out in the recitals to this Agreement.  Existing US Shares
shall have the meaning set out in the recitals to this Agreement.  Expiration Date
shall have the meaning set out in Clause 14.2.1.  Financial Statements
shall have the meaning set out in paragraph 4.1 of Schedule 5 (The Sellers Warranties).  Governmental Entity
means any domestic or foreign court, arbitral tribunal, administrative agency
or commission or other governmental or regulatory agency or authority or any
securities exchange.  Indebtedness
of any Person means the principal amount of any indebtedness for borrowed money
and any accrued interest, prepayment premiums and penalties related thereto
(which, for the avoidance of doubt, shall not include any accounts payable or
accounts receivable arising in the ordinary course of trade); provided
that Indebtedness shall not include indebtedness owing from any Acquired
Company to any other Acquired Company.  Intellectual Property
means patents, petty patents, utility models, trade marks, service marks, trade
and business names, registered designs, design rights, copyright and
neighbouring rights, database rights, domain names, mask work rights, semi-conductor
topography rights and rights in inventions, trade secrets, confidential
information of all kinds  42


and other similar proprietary rights which may
subsist in any part of the world and whether registered or not.  Inter-Company Debt
means any Indebtedness owed by any Seller or any other member of ABB Group, on
the one hand, to any Acquired Company, on the other hand, and any Indebtedness
owed by any Acquired Company, on the one hand, to any Seller or any other
member of the ABB Group, on the other hand.  Inter-Company
Debt Statement means a schedule setting out:  (a)the amount of Inter-Company
Debt owing by each of the Acquired Companies at Completion, in the currency in
which the debt is owed, gross of any repayments to be effected pursuant to
Clause 3.2.1 and identifying the relevant Acquired Companies by whom any
amount of Inter-Company Debt is owed and the relevant members of the ABB Group
to whom the monies are owed;  (b)the amount of Inter-Company
Debt to be repaid to each of the Acquired Companies at Completion pursuant to
Clause 3.2.1, in the currency in which the debt is owed, identifying the
relevant Acquired Companies to whom any amount of Inter-Company Debt is owed
and the relevant members of the ABB Group by whom the monies are to be paid;  (c)the amount of Inter-Company
Debt to be repaid by each of the Acquired Companies at Completion in accordance
with Clause 3.2.2, in the currency in which the debt is owed, net of any
repayments to be effected pursuant to Clause 3.2.1 and identifying the
relevant Acquired Companies by whom any amount of Inter-Company Debt is owed
and the relevant members of the ABB Group to whom the monies are owed; and  (d)the requisite details of the
account to which the Inter-Company Debt owed by the Acquired Group shall be
paid at Completion in accordance with Clause 3.2.2.  IRS means
the Internal Revenue Service of the United States.  IT Systems
means computing and communication systems and equipment (including hardware,
proprietary and third party software, networks, peripherals and associated
documentation).  Joint Venture
means each of (i) Chevron Lummus Global LLC; (ii) Catalytic
Distillation Technologies; and (iii) Hua Lu Engineering Co., Ltd.  Lease Agreements
shall have the meaning set out in paragraph 14.2 of Schedule 5 (The Sellers Warranties).  Leased Real Property
shall have the meaning set out in paragraph 14.2 of Schedule 5 (The Sellers Warranties).  Locked-Box Claim
means any claim pursuant to Clauses 6.2.2(c), 6.2.2(d) or 6.2.2(e),
and any claim pursuant to paragraphs 6.3(a), 6.3(b) or 6.3(c) of
Schedule 5 (The Sellers Warranties).  Long-Stop Date
shall have the meaning set out in Clause 4.5.1.  Material Contract
means a Contract to which an Acquired Company is a party (other than Contracts
between Acquired Companies), under which such Acquired Company, as of the  43


date of this Agreement, has rights or obligations
(including warranty or indemnity obligations), and:  (a)was entered into
on or after 1 January 2004 in the engineering, procurement and
construction (EPC) division of the Acquired Group, relates to the provision by
any Acquired Company of EPC services and requires scheduled payments to, or
receipts by, such Acquired Company in excess of fifteen million dollars
($15,000,000), unless such Contract: (i) is terminated on or prior to the
Completion Date; or (ii) is terminable upon sixty (60) days or less
notice by such Acquired Company, in either case without penalty and with no
remaining liability on the part of the Acquired Company;  (b)was entered into
on or after 1 January 2006 in the process technology (PT) division of
the Acquired Group, relates to the provision by any Acquired Company of any PT
services or technology and requires scheduled payments to, or receipts by, such
Acquired Company in excess of five million dollars ($5,000,000), unless such
Contract (i) is terminated on or prior to the Completion Date; or (ii) is
terminable upon sixty (60) days or less notice by such Acquired Company, in
either case without penalty and with no remaining liability on the part of the
Acquired Company;  (c)is a Contract
with an independent contractor relating to the provision of goods or services
by such contractor to any Acquired Company in connection with a Contract
described in subparagraph (a) or (b) above which requires
payments to such contractor in excess of fifteen million dollars ($15,000,000)
(in the case of a Contract described in subparagraph (a) above) or
five million dollars ($5,000,000) (in the case of a Contract described in
subparagraph (b) above);  (d)is a Contract
with a licensor which requires payments by such Acquired Company in excess of
one million dollars ($1,000,000) per annum or which is otherwise material to
the Business, other than Contracts of a type referred to in subparagraph (f) below;  (e)is a joint
venture, partnership, strategic alliance or joint development Contract other
than project-related joint ventures entered into in the ordinary course of
business of such Acquired Company;  (f)relates to
Indebtedness of any Acquired Company with a principal balance in excess of five
million dollars ($5,000,000);  (g)relates to the
lease or hire purchase of plant or equipment and requires aggregate payments by
such Acquired Company in excess of one million dollars ($1,000,000) in any
calendar year;  (h)other than
Contracts entered into by any Acquired Company in the ordinary course of
business for the purchase or sale of products or services, is a Contract with a
member of the ABB Group; or  (i)is a Contract
containing a covenant by such Acquired Company not to compete in or conduct any
line of business, other than Contracts referred to in subparagraphs (a) through
(h) of this defined term and other Contracts made available to the
Purchasers.  Multiemployer Plan
shall have the meaning set out in paragraph 16.1(a) of Schedule 5 (The Sellers Warranties).  Net Early Termination
Amount shall have the meaning set out in Clause 11.7.3.  44


New NL Shares
means all shares, if any, issued after the date of this Agreement by the
NL Company to the NL Seller in accordance with, and subject to the
conditions of, this Agreement.  New Shares
mean the New NL Shares and the New US Shares.  New US Shares
means all shares, if any, issued after the date of this Agreement by the
US Company to the US Seller in accordance with, and subject to the
conditions of, this Agreement.  NJ Authority
shall have the meaning set out in Clause 14.1.1.  NL Acquired Company
shall mean the NL Company or any of its subsidiaries.  NL Base Equity Price
shall have the meaning set out in Clause 3.1.2(a).  NL Capital Increase
Amount shall have the meaning set out in Clause 3.1.2(d).  NL Company
shall have the meaning set out in the recitals to this Agreement.  NL Company Guarantee
means the guarantee to be executed by the NL Company and the Sellers in
the agreed terms.  NL Debt Conversion
Amount shall have the meaning in Clause 3.1.2(c).  NL Purchase Price
shall have the meaning set out in Clause 3.1.2.  NL Purchaser
shall have the meaning set out in the preamble to this Agreement.  NL Seller
shall have the meaning set out in the preamble to this Agreement.  NL Shares
means the Existing NL Shares and, if applicable, the New NL Shares.  Non-US Plans
shall have the meaning set out in paragraph 16.1(b) of Schedule 5 (The Sellers Warranties).  Notices
shall have the meaning set out in Clause 15.10.1.  Order
means any judgment, order, injunction, decree, writ, permit, consent or license
of any Governmental Entity or any arbitrator.  Other Transaction
Documents means the Transitional Services Agreement, the
US Company Guarantee, the NL Company Guarantee and the Sellers
Disclosure Letter.  Owned Real Property
shall have the meaning set out in paragraph 14.1 of Schedule 5 (The Sellers Warranties).  Party
means a party to this agreement or, as the context may require, the
US Seller and the NL Seller, on the one hand, and the
US Purchaser and the NL Purchaser, on the other hand.  Parent Guarantees
shall have the meaning set out in Clause 6.3.1(a).  Permits
shall have the meaning set out in paragraph 10.4 of Schedule 5 (The Sellers Warranties).  45


Permitted Encumbrances
means: (i) Encumbrances arising by operation of law for Taxes, assessments
and other governmental charges that are not yet due and payable or that may be
paid thereafter without penalty or the amount or validity of which is being contested
in good faith by appropriate proceedings; (ii) Encumbrances arising under
original purchase price conditional sales contracts and equipment leases with
third parties; (iii) publicly recorded easements, covenants, conditions
and restrictions, in each case to the extent that it affects real property; (iv) any
zoning or other restrictions or encumbrances established by any Governmental
Entity; (v) any mechanics, materialmans, warehouse mans, suppliers,
vendors or similar Encumbrances arising or incurred by operation of law in the
ordinary course of trade securing amounts that are not overdue for a period of
more than ninety (90) days or the amount or validity of which is being
contested in good faith by appropriate proceedings; and (vi) railroad trackage
agreements, utility, slope and drainage easements, right of way easements and
leases regarding signs.  Permitted Payments
means: (i) any payment relating to intra-group trading between a member of
the ABB Group and a member of the Acquired Group in the ordinary course of
business and on arms length terms; (ii) any cash settlement within the
ABB Group cash settlement system; (iii) any repayment by an Acquired
Company of any Inter-Company Debt; (iv) any payment by any Acquired
Company of any obligation or liability that has been specifically accrued or
provided for in the Financial Statements (up to the amount thus accrued or
provided for); (v) any payment of fees consistent with past practice for
the provision of management and administrative services by a member of the ABB
Group, up to a maximum of one million three hundred thousand dollars
($1,300,000) in the aggregate; (vi) any contributions consistent with past
practice to any pension or other employee benefit plan providing benefits for
any employees of the Acquired Group; (vii) any payment relating to the
Leased Real Property, including any property management or maintenance service
fees associated with the Leased Real Property located in Singapore, Beijing,
China, Ladenberg Germany and Houston, United States in each case, in accordance
with any lease agreement or management or service agreement relating to such
Leased Real Property; (viii) any payment consistent with past practices
for the provision of services relating to insurance, information technology,
human resources, travel or other similar arrangements, and any payment
consistent with past practices for the use of software or Internet domain
names, in each case in the ordinary course of business; and (ix) any
payment which is disclosed pursuant to the Sellers Disclosure Letter.  Person
means any individual, partnership, limited liability partnership, joint
venture, corporation, limited liability company, trust, unincorporated
organisation, association, Governmental Entity, or other entity.  Pre-Completion Losses
shall have the meaning set out in Clause 11.5.2.  Pre-Completion Period
means any taxable period that ends on or before the Completion Date or, with
respect to any taxable period beginning on or before and ending after the Completion
Date, the portion of such taxable period ending on and including the Completion
Date.  Prior Service
shall have the meaning set out in Clause 11.2.6.  PRISM Plan
shall have the meaning set out in Clause 11.2.3.  Provision
shall have the meaning set out in Clause 14.1.2.  Purchase Price
shall have the meaning set out in Clause 3.1.2.  46


Purchaser
and Purchasers shall have the meaning
set out in the preamble to this Agreement.  Purchaser Post-Retirement
Health and Life Insurance Plan shall have the meaning set out
in Clause 11.2.2.  Registered Intellectual
Property means any of the following: (i) patents, petty
patents and utility models and any applications therefor; (ii) registered trademarks
and service marks, pending trademark and service mark registration
applications, and intent-to-use registrations or similar reservations of marks;
(iii) registered designs and applications for registrations of designs;
and (iv) Internet domain names.  Regulatory Condition
shall have the meaning set out in Clause 4.1.1(a).  Remediation Plan
shall have the meaning set out in Clause 14.1.1.  Representatives
of any Person means such Persons directors, managers, members, officers,
employees, agents, advisors and other representatives (including attorneys,
accountants, consultants, financial advisors, financing sources and any
representatives of such advisors or financing sources).  Returns
means all tax returns, statements, forms and reports (including elections,
waivers or extensions, declarations, disclosures, Schedules, estimates and
information returns) for Taxes.  Securities Act
means the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.  Seller and
Sellers shall have the meaning set
out in the preamble to this Agreement.  Sellers Disclosure Letter
means the letter of todays date from the Sellers to the Purchasers disclosing
exceptions to the Sellers Warranties and delivered to the Purchasers on or
before the execution of this Agreement.  Sellers Warranties
means the warranties referred to in Clause 8.1 and set out in Schedule 5 (The Sellers Warranties).  Settlement Statement
shall have the meaning set out in Clause 11.7.2.  Shareholder Approval
Condition shall have the meaning set out in
Clause 4.1.1(b).  Shares
means the Existing Shares and, if applicable, the New Shares.  Surviving Provisions
means Clauses 1, 11.8, 11.9, 15.1 - 15.4 (inclusive), 15.6, 15.8 - 15.14
(inclusive) 15.16 and Schedule 1 (Definitions and
Interpretation).  Tax Authority
shall mean any government, state or municipality or any local, state, federal
or other fiscal, revenue, customs or excise authority, body or official in any
jurisdiction competent to impose, collect or assess any Tax.  Tax Warranties
means those Sellers Warranties set out in paragraph 20 of Schedule 5 (The Sellers Warranties).  Taxes
means all taxes, assessments, charges, duties, fees, levies or other
governmental, national, state, provincial, local governmental or municipal,
charges including all income,  47


franchise, profits, capital gains, capital stock,
transfer, sales, use, occupation, property, excise, severance, windfall
profits, stamp, license, payroll, value added, stamp duty land tax, withholding
and other taxes, (whether payable directly or by withholding and whether or not
requiring the filing of a Return), all estimated taxes, deficiency assessments,
additions to tax and penalties, fines and interest with respect thereto, and Tax or Taxation
shall be construed accordingly.  Third-Party Claim
shall have the meaning set out in paragraph 15 of Schedule 7 (The Sellers Limitations of Liability).  Third-Party Guarantees
shall have the meaning set out in Clause 6.3.1(b).  Transactions
means the sale and purchase of the Shares and the other transactions
contemplated by this Agreement.  Transitional Services
Agreement shall mean the Transitional Services Agreement in the
agreed terms to be entered into between the Sellers and the Purchasers on the
Completion Date.  United States
shall mean the United States of America.  US Acquired Company
shall mean the US Company or any of its subsidiaries,but
shall not include the Joint Ventures.  US Base Equity Price
shall have the meaning set out in Clause 3.1.1(a).  US Capital Increase
Amount shall have the meaning set out in Clause 3.1.1(d).  US Company
shall have the meaning set out in the recitals to this Agreement.  US Company Guarantee
means the guarantee to be executed by the US Company and the Sellers in
the agreed terms.  US Debt Conversion
Amount shall have the meaning set out in 3.1.1(c).  US GAAP
shall mean the generally accepted accounting principles of the United States.  US Plans
shall have the meaning set out in paragraph 16.1(a) of Schedule 5 (The Sellers Warranties).  US Purchase Price
shall have the meaning set out in Clause 3.1.1.  US Purchaser
shall have the meaning set out in the preamble to this Agreement.  US Seller
shall have the meaning set out in the preamble to this Agreement.  US Shares
means the Existing US Shares and, if applicable, the New US Shares.  VAT means,
within the European Union, the tax imposed in accordance with Council Directive
77/338/EEC dated 17 March 1977 as implemented through the national
laws of each member state, and, outside the European Union, means any similar
tax.  VDD means
the Vendor Due Diligence Report dated 11 May 2007, prepared by Ernst &
Young AG and relating to the Acquired Group, which Vendor Due Diligence Report
has been delivered to the Purchasers prior to the date hereof.  48


WARN shall
have the meaning set out in Clause 11.2.8.  Warranty Claim
means any claim for breach of any of the Sellers Warranties.  Westlake Contract
shall have the meaning set out in Clause 14.2.1  W&C
shall have the meaning set out in Clause 11.8.1.  1.2Certain terms and
expressions used solely in Schedule 8(Tax Covenant) shall have the respective meanings given in
Schedule 8 (Tax Covenant).  2.Interpretation  2.1In this
Agreement, unless the context otherwise requires:  (a)the expression in the agreed terms means in the
form agreed between the Sellers and the Purchasers and signed for the purposes
of identification by or on behalf of the Sellers and the Purchasers;  (b)any reference to writing or comparable expressions
includes a reference to any method of reproducing words in a legible and non-transitory
form (excluding, for the avoidance of doubt, email);  (c)the phrases delivered or made
available shall mean, when used in a Sellers Warranty, that
information physically or electronically delivered or made available to the
Purchasers by virtue of having been posted in the data room (virtual or
otherwise) established by the Sellers, or otherwise attached to the Sellers
Disclosure Letter.  (d)the words hereof, herein,
hereto and hereunder,
and words of similar import shall refer to this Agreement as a whole and not to
any provision of this Agreement;  (e)references to
this Agreement or any other agreement
or document shall be construed as a reference to this Agreement or, as the case
may be, such other agreement or document as the same may have been, or may from
time to time be, amended, varied, novated or supplemented;  (f)include, includes,
and including are deemed to be
followed by without limitation whether or not they are in fact followed by
such words or words of similar import;  (g)references to a company include any company,
corporation or other body corporate wherever and however incorporated or
established;  (h)references to member in the context of the ABB
Group means ABB or any of its subsidiaries;  (i)references to substantiated in the context of a
claim against the Sellers under this Agreement means a claim for which the
Sellers may be liable and which is admitted or proved in a court of competent
jurisdiction;  (j)the expressions body corporate, holding company, subsidiary and subsidiary undertaking shall have
the meaning given in the Companies Act 1985 (as amended from time to time);  49


(k)references to dollars or $
are to United States dollars; and  (l)references to euros or 
are to the lawful currency of the European Union from time to time.  2.2Words expressed
in the singular number shall include the plural and vice versa; words expressed
in the masculine shall include the feminine and neuter gender and vice versa.  2.3References to any
statute or statutory provision include a reference to that statute or statutory
provision as amended, consolidated or replaced from time to time (whether
before or after the date of this Agreement) and include any subordinate
legislation made under the relevant statute or statutory provision, except to
the extent that any amendment, consolidation or replacement would increase or
extend the liability of a Party under this Agreement.  2.4References to any
English legal term for any action, remedy, proceedings, legal document, legal
status, court, official or any legal concept or thing shall, in respect of any
jurisdiction other than England, be deemed to include what most nearly
approximates in that jurisdiction to the English legal term.  50


SCHEDULE
2
THE ACQUIRED GROUP  Part 1
Details of the Companies  Company name
  
  :
  
  ABB Lummus
  Global Inc.Company number
  
  :
  
  130989425
  (Federal ID)Date and place
  of incorporation
  
  :
  
  December 19,
  1930 - Delaware, USARegistered
  address / Principal place of business
  
  :
  
  3010 Briarpark,
  Houston, TX 77042
  1515 Broad Street, Bloomfield, NJ 07003Authorised
  share capital
  
  :
  
  100,000 shares,
  no par valueIssued share
  capital
  
  :
  
  61,160 sharesShareholder
  
  :
  
  ABB Holdings, Inc.Directors
  
  :
  
  M.W. Gross
  R. Widmer
  M. DuplantierSecretary (if
  applicable)
  
  :
  
  M. DuplantierAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB
  Oil & Gas Europe B.V.Company number
  
  :
  
  27154588Date and place
  of incorporation
  
  :
  
  November 26,
  1990  The NetherlandsRegistered
  address / Principal place of business
  
  :
  
  Oostduinlaan 75
  2596 JJ The Hague
  The NetherlandsAuthorised
  share capital
  
  :
  
  1,115 shares,
  100 eachIssued share
  capital
  
  :
  
  22,500Shareholder
  
  :
  
  ABB Holdings,
  B.V.Directors
  
  :
  
  G.F. Kolff
  M.W. GrossSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 December
  51


Part 2
Details of the other Acquired Companies  Company name
  
  :
  
  ABB Engineering
  und Consulting GmbHCompany number
  
  :
  
  HRB Wiesbaden
  8720Date and place
  of incorporation
  
  :
  
  December 18,
  1992 - GermanyRegistered
  address /Principal place of business
  
  :
  
  Lorenz-Schott-Str.4
  D-55252
  Mainz-Kastel
  Wiesbaden,
  GermanyAuthorised
  share capital
  
  :
  
  50,000 DMIssued share
  capital
  
  :
  
  50,000 DMShareholder
  
  :
  
  ABB Lummus
  Global GmbHDirectors
  
  :
  
  M. LudwigSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global China Co. LtdCompany number
  
  :
  
  Qi Du Hu Pu
  Zong Zi No. 314928Date and place
  of incorporation
  
  :
  
  February 6,
  2002 - Pudong New Area, Shanghai, PRCRegistered
  address /Principal place of business
  
  :
  
  Room 813,
  China Merchants Tower
  No. 161 East Lu Jia Zui Road
  Pudong New Area
  Shanghai 200120
  Peoples Republic of ChinaAuthorised
  share capital
  
  :
  
  $350,000Issued share
  capital
  
  :
  
  N/AShareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  D. McCarthy
  G. F. Kolff
  S.V. Kolala
  Y. J. ChenSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB IOP
  Services Limited (in liquidation)Company number
  
  :
  
  03293507Date and place
  of incorporation
  
  :
  
  December 17,
  1996 - England
  52


Registered
  address /Principal place of business
  
  :
  
  Aquila House, 
  35 London Road
  Redhill
  Surrey RH1 1NJ
  EnglandAuthorised
  share capital
  
  :
  
  5,000 shares of
  £1 eachIssued share
  capital
  
  :
  
  1,000Shareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  A.C. Stevens
  M. J. FordSecretary (if
  applicable)
  
  :
  
  L.A. SheachAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB LGI
  Constructors, Inc.Company number
  
  :
  
  061334972Date and place
  of incorporation
  
  :
  
  January 7,
  1992 - Delaware, USARegistered
  address / Principal place of business
  
  :
  
  3010 Briarpark
  Drive
  Houston
  TX 77042
  United StatesAuthorised
  share capital
  
  :
  
  1,500, no par
  valueIssued share
  capital
  
  :
  
  1,000Shareholder
  
  :
  
  ABB Lummus
  Global Inc.Directors
  
  :
  
  M.W. Gross
  D.M. McCarthy
  M. DuplantierSecretary (if applicable)
  
  :
  
  M. DuplantierAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Crest LimitedCompany number
  
  :
  
  02729834Date and place
  of incorporation
  
  :
  
  July 9,
  1992  EnglandRegistered
  address / Principal place of business
  
  :
  
  Aquila House, 
  35 London Road
  Redhill
  Surrey RH1 1NJ
  EnglandAuthorised
  share capital
  
  :
  
  1,000 shares of
  £1 eachIssued share
  capital
  
  :
  
  1,000 shares of
  £1 eachShareholder
  
  :
  
  ABB Lummus
  Global B.V.
  53


Directors
  
  :
  
  L.T.M. Kester
  G.F. Kolff
  R.B. Ulf
  A.C. StevensSecretary (if
  applicable)
  
  :
  
  L.A. SheachAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus Crest MauritiusCompany number
  
  :
  
  13118/947Date and place
  of incorporation
  
  :
  
  August 2,
  1994 - MauritiusRegistered
  address / Principal place of business
  
  :
  
  De Chazal Du Mee
  Building
  10, Frere Felix de Valois Street
  Port Louis, MauritiusAuthorised
  share capital
  
  :
  
  1,000 shares of
  $10 eachIssued share
  capital
  
  :
  
  10 sharesShareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  L.T.M. Kester
  G.F. Kolff
  Y. Kumar Juwaheer
  U. Kumar GujadhurSecretary (if
  applicable)
  
  :
  
  Multiconsult
  Limited, MauritiusAuditors
  
  :
  
  PriceWaterhouseCoopersAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  OOO ABB Lummus
  GlobalCompany number
  
  :
  
  1027739107967Date and place
  of incorporation
  
  :
  
  March 28,
  2001  Russian FederationRegistered
  address / Principal place of business
  
  :
  
  Fridrikh Engels
  Street, 32
  Bldg. 1, 2nd Floor
  Moscow 105005
  Russian FederationAuthorised
  share capital
  
  :
  
  10,000 RublesIssued share
  capital
  
  :
  
  1 share of
  10,000 RublesShareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  S. V. SerdinovSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 December
  54


Company name
  
  :
  
  ABB Lummus
  Global B.V.Company number
  
  :
  
  27049906Date and place
  of incorporation
  
  :
  
  December 7,
  1984 - The NetherlandsRegistered
  address / Principal place of business
  
  :
  
  Oostduinlaan 75
  2596 JJ The Hague
  The NetherlandsAuthorised
  share capital
  
  :
  
  272,270 shares
  of 100 eachIssued share
  capital
  
  :
  
  5,445,400Shareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  G.F. Kolff
  M.W. GrossSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting reference
  date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global Cyprus Ltd. (in liquidation)Company number
  
  :
  
  96816Date and place
  of incorporation
  
  :
  
  August 25,
  1998 - Republic of CyprusRegistered
  address / Principal place of business
  
  :
  
  2-4 Arch.
  Makarios III Avenue, 9th Floor
  Capital Center
  1505 Nicosia
  CyprusAuthorised
  share capital
  
  :
  
  CYP 1,000
  shares of CYP 1 eachIssued share
  capital
  
  :
  
  CYP 1,000Shareholders
  
  :
  
  ABB
  Oil & Gas Europe B.V. (90%)
  ABB Lummus Global B.V. (10%)Directors
  
  :
  
  G.F. KolffSecretary (if
  applicable)
  
  :
  
  ATS Services
  Ltd., NicosiaAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global GmbHCompany number
  
  :
  
  HRB Wiesbaden
  2919Date and place
  of incorporation
  
  :
  
  May 6,
  1965 - GermanyRegistered
  address / Principal place of business
  
  :
  
  Lorenz Schott
  Strasse 4, D-55252
  Mainz Kastel
  GermanyAuthorised
  share capital
  
  :
  
  2,600,000 DMIssued share
  capital
  
  :
  
  2,600,000 DM
  55


Shareholder
  
  :
  
  ABB
  Oil & Gas Europe B.VDirectors
  
  :
  
  M. LudwigSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global International CorporationCompany number
  
  :
  
  061334973
  (Federal ID)Date and place
  of incorporation
  
  :
  
  January 7,
  1992 - Delaware, USARegistered
  address / Principal place of business
  
  :
  
  3010 Briarpark
  Houston
  TX 77042
  United StatesAuthorised
  share capital
  
  :
  
  1,500 shares of
  no par valueIssued share
  capital
  
  :
  
  100Shareholder
  
  :
  
  ABB Lummus
  Global Inc.Directors
  
  :
  
  M. W. Gross
  M. Duplantier
  K. FaridSecretary (if
  applicable)
  
  :
  
  M. DuplantierAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global LtdaCompany number
  
  :
  
  62,497,656/0001-19
  (Taxpayers registry number)Date and place
  of incorporation
  
  :
  
  March 5,
  1974 - Sao Paulo, BrazilRegistered
  address / Principal place of business
  
  :
  
  Av. dos
  Autonomistas, 1496
  06020-902
  Osasco
  Sao Paulo
  BrasilAuthorised
  share capital
  
  :
  
  R$19,393,548Issued share
  capital
  
  :
  
  R$19,393.548Shareholders
  
  :
  
  ABB Lummus
  Global, Inc (19,393,546 quotas)
  ABB Lummus Global International Corporation (2 quotas)Directors
  
  :
  
  C.A. Reboucas
  J.A. Zaparolli
  N. RomanoSecretary (if
  applicable)
  
  :
  
  C.A. Rossi
  56


Auditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global Overseas CorporationCompany number
  
  :
  
  132623361
  (Federal ID)Date and place
  of incorporation
  
  :
  
  November 1,
  1968 - Delaware, USARegistered
  address / Principal place of business
  
  :
  
  3010 Briarpark
  Houston
  TX 77042
  United StatesAuthorised
  share capital
  
  :
  
  100 shares of
  US$10 par valueIssued share
  capital
  
  :
  
  100Shareholder
  
  :
  
  ABB Lummus
  Global Inc.Directors
  
  :
  
  K. Farid
  M. Duplantier
  M. J. FordSecretary (if
  applicable)
  
  :
  
  M. DuplantierAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global Pte LtdCompany number
  
  :
  
  198400246WDate and place
  of incorporation
  
  :
  
  January 19,
  1984  SingaporeRegistered
  address / Principal place of business
  
  :
  
  2, Ayer Rajah
  Crescent
  Ayer Rajah Complex
  Singapore 139935Authorised
  share capital
  
  :
  
  550,000 of SGD1
  eachIssued share
  capital
  
  :
  
  SGD 527,802Shareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  N.T. Hallett
  M.W. Gross
  R.H.N. Widmer
  M. DuplantierSecretary (if
  applicable)
  
  :
  
  L.S. WahAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global s.r.oCompany number
  
  :
  
  44014350Date and place
  of incorporation
  
  :
  
  October 24,
  1991 - Czech Republic
  57


Registered
  address / Principal place of business
  
  :
  
  1957/13 Milady
  Horakove
  65680 Brno
  Czech RepublicAuthorised
  share capital
  
  :
  
  1 share of
  100,000 Czech crownsIssued share
  capital
  
  :
  
  1 share of
  100,000 Czech crownsShareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  H. JicinskySecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global Technology B.V.Company number
  
  :
  
  27186172Date and place
  of incorporation
  
  :
  
  January 4,
  2000 - The NetherlandsRegistered
  address / Principal place of business
  
  :
  
  Oostduinlaan 75
  2596 JJ The Hague
  The NetherlandsAuthorised
  share capital
  
  :
  
  1,000 shares of
  100 eachIssued share
  capital
  
  :
  
  20,000Shareholder
  
  :
  
  ABB Lummus
  Global Inc.Directors
  
  :
  
  L. T. M. Kester
  M. Duplantier
  R.C. Movig
  J.R. Albanese Jr.Secretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Global, LLCCompany number
  
  :
  
  22853Date and place
  of incorporation
  
  :
  
  February 21,
  2007 - EgyptRegistered
  address /Principal place of business
  
  :
  
  Intersection of
  Makram Ebeid & Abdel Razzak Al Sanhoury Streets
  Nasr City
  Cairo  11762
  P. O. Box 7630
  Nasr City, 8th DistrictAuthorised
  share capital
  
  :
  
  EGP50,000 (500
  shares of EGP100 each)Issued share
  capital
  
  :
  
  EGP50,000Shareholders
  
  :
  
  ABB
  Oil & Gas Europe B.V. (90%)
  ABB Lummus Global B.V. (10%)
  58


Directors
  
  :
  
  H. Schwarz
  S.T. GawadSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus Heat
  Transfer B.V.Company number
  
  :
  
  27110728Date and place
  of incorporation
  
  :
  
  December 7,
  1984 - The NetherlandsRegistered
  address /Principal place of business
  
  :
  
  Oostduinlaan 75
  2596 JJ The Hague
  The NetherlandsAuthorised
  share capital
  
  :
  
  22,690 shares
  of 100 eachIssued share
  capital
  
  :
  
  453,800Shareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  M.B. TolbaSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lummus
  Malta LimitedCompany number
  
  :
  
  C 30107Date and place
  of incorporation
  
  :
  
  August 19,
  2002 - MaltaRegistered
  address / Principal place of business
  
  :
  
  2nd Floor,
  Level 5
  The Mall Complex, The Mall
  Floriana FRN 1470
  MaltaAuthorised
  share capital
  
  :
  
  1,000,000
  shares of 1 eachIssued share
  capital
  
  :
  
  100,000 shares
  of 1 eachShareholders
  
  :
  
  ABB
  Oil & Gas Europe B.V. (99,999 shares)
  ABB Lummus Global B.V. (1 share)Directors
  
  :
  
  G. F. Kolff
  L.T.M. KesterSecretary (if
  applicable)
  
  :
  
  E. CarboneAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Lutech
  Resources LimitedCompany number
  
  :
  
  02726614
  59


Date and place
  of incorporation
  
  :
  
  June 26,
  1992  EnglandRegistered
  address / Principal place of business
  
  :
  
  Aquila House
  35 London Road
  Redhill
  Surrey RH1 1NJ
  EnglandAuthorised
  share capital
  
  :
  
  1,000 shares of
  £1 eachIssued share
  capital
  
  :
  
  1,000 shares of
  £1 eachShareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  A.C. Stevens
  L.T.M. Kester
  R.D. DawsonSecretary (if
  applicable)
  
  :
  
  L.A. SheachAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  ABB Novolen Technology GmbHCompany number
  
  :
  
  HRB Ladenberg
  701809Date and place
  of incorporation
  
  :
  
  December 20,
  2006 - GermanyRegistered
  address /Principal place of business
  
  :
  
  Wallstadter
  Str. 59
  68526 Ladenburg 
  Germany 68526Authorised
  share capital
  
  :
  
  25,000Issued share
  capital
  
  :
  
  25,000Shareholder
  
  :
  
  ABB Lummus
  Global GmbHDirectors
  
  :
  
  G. FollmerSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  Combustion
  Engineering Technology Investment CorporationCompany number
  
  :
  
  Canada
  Corporation No. 247304-6Date and place
  of incorporation
  
  :
  
  May 9,
  1989  CanadaRegistered
  address /Principal place of business
  
  :
  
  8585
  Trans-Canada Highway
  Ville St-Laurent
  Quebec, Canada
  H4S 1Z6Authorised
  share capital
  
  :
  
  Unlimited, no
  par valueIssued share
  capital
  
  :
  
  100Shareholder
  
  :
  
  ABB Lummus
  Global Inc.
  60


Directors
  
  :
  
  M.W. Gross
  M. Duplantier
  M.J. FordSecretary (if
  applicable)
  
  :
  
  Margaret
  DuplantierAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  Lummus Alireza
  Ltd, Co.Company number
  
  :
  
  2051011082
  (Commercial Registration No.)Date and place
  of incorporation
  
  :
  
  January 11,
  1977 - Saudi ArabiaRegistered
  address / Principal place of business
  
  :
  
  Sadat Tower,
  King Abdul Aziz Street
  P.O. Box 31682
  Al Khobar 31952
  Saudi Arabia
  31952Authorised
  share capital
  
  :
  
  SR 3,500,000Issued share
  capital
  
  :
  
  SR 3,500,000Shareholders
  
  :
  
  ABB Lummus
  Global B.V (96%)
  Heirs of M. A. Alireza (4%)Directors
  
  :
  
  T. KawashSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberCompany name
  
  :
  
  Lummus Catalyst
  Company Ltd.Company number
  
  :
  
  061334969
  (Federal ID)Date and place
  of incorporation
  
  :
  
  January 7,
  1992 - Delaware, USARegistered
  address /Principal place of business
  
  :
  
  1515 Broad
  Street
  Bloomfield
  NJ 07003, United StatesAuthorised
  share capital
  
  :
  
  1,500, no par
  valueIssued share
  capital
  
  :
  
  100Shareholder
  
  :
  
  ABB Lummus
  Global Inc.Directors
  
  :
  
  K. Farid
  D. M. McCarthy
  M. DuplantierSecretary (if
  applicable)
  
  :
  
  M. DuplantierAuditors
  
  :
  
  Ernst &
  YoungAccounting reference
  date
  
  :
  
  31 December
  61


Company name
  
  :
  
  Lummus
  Contracting B.V.Company number
  
  :
  
  27117132Date and place
  of incorporation
  
  :
  
  November 24,
  1986 -The NetherlandsRegistered address
  / Principal place of business
  
  :
  
  Oostduinlaan 75
  2596 JJ The Hague
  The NetherlandsAuthorised
  share capital
  
  :
  
  910 shares of
  100 eachIssued share
  capital
  
  :
  
  18,200Shareholder
  
  :
  
  ABB
  Oil & Gas Europe B.V.Directors
  
  :
  
  R.B. Ulf
  H. M. KoeseSecretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 DecemberPartnership
  name
  
  :
  
  Novolen
  Technology Holdings C.V.Date of
  formation
  
  :
  
  August 22,
  2000Principal place
  of business
  
  :
  
  Oostduinlaan
  75, 2596 JJ The Hague, The NetherlandsPartnership
  interests
  
  :
  
  ABB Lummus
  Global B.V. (14.89%)
  ABB Oil & Gas Europe B.V. (85.11%)Secretary (if
  applicable)
  
  :
  
  N/AAuditors
  
  :
  
  Ernst &
  YoungAccounting
  reference date
  
  :
  
  31 December
  62


SCHEDULE
3
REGULATORY CONDITION  1.Antitrust
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder, permitting
the consummation of the sale and purchase of the Shares as envisaged hereunder.  63


SCHEDULE
4
COMPLETION ARRANGEMENTS  Part 1
The Sellers Obligations  At Completion:  1.The
Sellers shall procure that repayment of any and all Inter-Company Debt owing to
any Acquired Company as at Completion is effected in accordance with
Clause 3.2.1.  2.The
NL Seller shall execute the Deed of Transfer before the Civil Law Notary.  3.The
US Seller shall deliver to the Purchasers or Ashurst certificates
representing the US Shares duly endorsed in blank, or stock powers in
respect of the US Shares duly executed in blank.  4.The
Sellers shall deliver to the Purchasers or Ashurst:  (a)the
Transitional Services Agreement, duly executed by the Sellers;  (b)the
US Company Guarantee duly executed by the Sellers and the US Company;  (c)the
NL Company Guarantee duly executed by the Sellers and the NL Company;  (d)opinion
letters, in such form as the Purchasers may reasonably require, dated as of the
Completion Date and duly executed by White and Case LLP in relation to the
US Seller, Nauta Dutilh in relation to the NL Seller and Homburger or
Bär & Karrer in relation to ABB;  (e)a
certified copy of each power of attorney under which any document to be
delivered by any Seller to the Purchasers in connection with this Agreement has
been executed;  (f)a
certified extract of the minutes of the meeting of the board of directors (or
comparable governing body) of each of the Sellers authorising (or ratifying)
the execution, delivery and performance of this Agreement; and  (g)a
certificate issued by ABB confirming the payment by a member of the ABB Group
of two hundred and four million dollars ($204,000,000) to the CE Asbestos PI
Trust.  5.The
Sellers shall deliver to the Purchasers or to Ashurst (to the extent not
already in the possession of an Acquired Company):  (a)the
statutory books (written up to, but not including, Completion), certificate of
incorporation (or equivalent constituent document) and common seal (if any) of
each Acquired Company; and  (b)certificates
in respect of all the shares or equity interests of each Acquired Company
listed in Part 2 of Schedule 2 (The Acquired Group)
and Joint Venture that are owned by an Acquired Company to the extent such
shares or equity interests are required to be certificated by Applicable Law or
such Acquired Companys or Joint Ventures constituent documents.  64


Part 2
The Purchasers Obligations  At Completion:  1.The
Purchasers shall procure that the Purchase Price shall be paid in full by
telegraphic transfer in immediately available cleared funds to the accounts
notified by the Sellers to the Purchasers in accordance with Clause 7.2.1,
with the US Purchase Price being paid in dollars and the NL Purchase
Price being paid in euros.  2.The
Purchasers shall procure that the net aggregate amount of Inter-Company Debt to
be repaid by the Acquired Group at Completion in accordance with
Clause 3.2.2, in dollars (converted in accordance with Clause 3.2.3,
is paid in full by telegraphic transfer in immediately available cleared funds
to the account notified by the Sellers to the Purchasers in accordance with
Clause 7.1.1.  3.The
Purchasers shall execute the Deed of Transfer before the Civil Law Notary.  4.With
respect to all Parent Guarantees and Third-Party Guarantees in respect of which
the Purchasers have procured the release of the relevant members of the ABB
Group as contemplated by Clause 6.3, the Purchasers shall deliver evidence
reasonably satisfactory to the Sellers that the relevant members of the ABB
Group have been irrevocably released in full from their respective obligations
with respect to such Parent Guarantees and Third-Party Guarantees, in each case
in a manner consistent with Clause 6.3.  5.The
Purchasers shall deliver to the Sellers or W&C:  (a)a
counterpart of the Transitional Services Agreement, duly executed by the
Purchasers;  (b)a
certified copy of each power of attorney under which any document to be
delivered by any Purchaser to the Sellers in connection with this Agreement has
been executed;  (c)a
certified extract of the minutes of the meeting of the board of directors of
each of the Purchasers and CB&I (or comparable governing body) authorising
(or ratifying) the execution, delivery and performance of this Agreement;  (d)opinion
letters, in such form as the Sellers may reasonably require, dated as of the
Completion Date and duly executed by Fulbright & Jaworski in relation
to the US Purchaser and Baker & McKenzie in relation to the
NL Purchaser and CB&I; and  (e)the
unconditional letters of credit and/or bank guarantees due to be delivered in
accordance with the provisions of Clause 6.3.4.  65


SCHEDULE
5
THE SELLERS WARRANTIES  1.Organisation and Authority of the Sellers  1.1Each
of the Sellers and ABB is a company duly organised or incorporated (as
applicable), validly existing and, to the extent such concept is applicable to
such Seller or ABB, in good standing under the laws of the jurisdiction of its
organisation and has the requisite capacity, power and authority to execute,
deliver and perform this Agreement.  1.2The
execution, delivery and performance of this Agreement by each of the Sellers
has been duly authorised and approved by the board of directors (or comparable
governing body) of such Seller, and no other corporate or similar action on the
part of such Seller is necessary to authorise the execution, delivery and
performance of this Agreement.  1.3This
Agreement constitutes legal, valid and binding obligations of each of the
Sellers and ABB in accordance with its terms.  1.4The
execution, delivery and performance by each of the Sellers and ABB of this
Agreement does not conflict with or constitute a breach of (i) any
provision of the by-laws, the memorandum and articles of association or
equivalent constitutional documents of such Seller or ABB; or (ii) any
Order applicable to such Seller or ABB or by which the assets of such Seller or
ABB are bound, in each case which would reasonably be expected, individually or
in the aggregate, to materially and adversely affect the performance by such
Seller or ABB of its obligations under this Agreement.  1.5Except
for the consents or approvals contemplated to be obtained or filings
contemplated to be made prior to Completion pursuant to Clause 4.2, or as
would not reasonably be expected, individually or in the aggregate, to affect
materially and adversely the performance by any of the Sellers and ABB of its
obligations under this Agreement, no consent, approval or authorisation of any
Governmental Entity is required to be obtained by any of the Sellers and ABB in
connection with the execution, delivery and performance of this Agreement.  2.Ownership of the Shares  2.1The
NL Seller is the sole legal and beneficial owner of the Existing
NL Shares and the US Seller is the sole legal and beneficial owner of
the Existing US Shares.  2.2The
Existing NL Shares constitute the entire issued and outstanding share
capital of the NL Company and the Existing US Shares constitute all
of the outstanding shares of capital stock of the US Company.  2.3The
Existing Shares have been properly issued, are fully paid up and are free from
all Encumbrances.  2.4If
and when issued, the NL Seller will be the sole legal and beneficial owner
of the New NL Shares and the US Seller will be the sole legal and
beneficial owner of the New US Shares. 
The New Shares, if and when issued, will have been properly issued, will
be fully paid up and will be free from all Encumbrances.  2.5There
are no outstanding options or warrants pursuant to which any Company is or may
become obliged to issue or sell any shares or other equity interests of such
Company, or any securities convertible into, exchangeable for, any such shares
or equity interests.  66


3.Acquired Group  3.1Part 1
of Schedule 2 (The Acquired Group) sets out
certain details of the Companies and Part 2 of Schedule 2 (The Acquired Group) sets out certain details of all other
Acquired Companies.  The details set out
in Schedule 2 (The Acquired Group) are true and
accurate in all material respects.  3.2Each
Acquired Company is a company or other entity duly organised or incorporated
(as applicable), validly existing and, to the extent such concept is applicable
to such Acquired Company, in good standing under the laws of the jurisdiction
of its organisation.  The Sellers have
made available to the Purchasers true and correct copies of the by-laws, the
memorandum and articles of association or equivalent constitutional documents
of each Acquired Company prior to the date of this Agreement.  3.3Except
as otherwise set out in Part 2 of Schedule 2 (The Acquired
Group), and except for the Existing Shares, all shares of or other
equity interests in each Acquired Company are owned, legally and beneficially,
by another Acquired Company.  All shares
of any Acquired Company have been properly issued, and all such shares or other
equity interests in an Acquired Company that are owned by another Acquired
Company are fully paid up, and, in each case, are free from all Encumbrances,
except for any rights of pre-emption or similar Encumbrances referred to in the
constituent documents of the relevant Acquired Company.  3.4There
are no outstanding options or warrants pursuant to which any Acquired Company
listed in Part 2 of Schedule 2 (The Acquired Group)
is or may become obliged to issue or sell any shares or other equity interests
of such Acquired Company, or any securities convertible into, exchangeable for,
any such shares or equity interests.  3.5Except
for marketable securities held for investment purposes and except for shares or
equity interests in the Joint Ventures, no Acquired Company owns any shares of
or other equity interests in any Person (other than another Acquired Company).  4.Financial Statements  4.1The
Sellers have made available to the Purchasers the audited combined balance
sheet of the Acquired Group as at the Balance Sheet Date, and the related
audited combined statements of operations, cash flows and changes in parent
investment (deficit) for the fiscal year then ended (the audited combined
balance sheet of the Acquired Group as at the Balance Sheet Date is hereinafter
referred to as the Balance Sheet
and together with the related audited combined statements of operations, cash
flows and changes in parent investment (deficit) for the fiscal year then
ended, the Financial Statements).  Except as described in the footnotes thereto,
the Financial Statements were prepared in accordance with US GAAP.  4.2Except
as described in the footnotes thereto, the Balance Sheet fairly presents, in
all material respects, the combined financial position of the Acquired Group as
at the Balance Sheet Date, and the related audited combined statements of
operations, cash flows and changes in parent investment (deficit) fairly
present, in all material respects, the combined results of operations, cash
flows and changes in parent investment (deficit) of the Acquired Group taken as
a whole for the fiscal year then ended, in each case in conformity with
US GAAP.  4.3No
Acquired Company is engaged in any sale and leaseback, securitisation,
factoring or other similar financing of a type which would not be required
under US GAAP to be shown or reflected in financial statements prepared in
accordance with US GAAP.  67


5.Management Accounts  The unaudited
combined management accounts attached as schedule 5 of the Sellers Disclosure
Letter, taken as a whole, give a fair presentation in all material respects of
the financial position of the Acquired Group as of 30 June 2007, and of
the results of operations for the six-month period then ended, and were
prepared on a basis consistent in all material respects with the principles
applied in the preparation of the Financial Statements.  6.Events Since Balance Sheet Date  6.1From
and including 1 January 2007 to the date of this Agreement the
Acquired Group has, in all material respects, carried on the Business in the
ordinary course.  6.2So
far as the Sellers are aware and other than: (i) changes in general
economic or political conditions or the financing, banking, currency or capital
markets in general; (ii) changes affecting generally any or all
industries, markets or geographic areas in which the Acquired Companies conduct
their respective businesses; or (iii) normal seasonal changes in the
results of operations of the Acquired Companies, from and including 1 July 2007
to the date of this Agreement, there has been no material adverse change in the
results of operation or financial condition of the Acquired Group, taken as a
whole.  6.3From
and including 1 January 2007 to the date of this Agreement, no
Acquired Company has:  (a)declared,
made or paid any dividend or other distribution, or made any redemption,
purchase or other acquisition of any of its shares or other equity interests,
other than dividends or distributions to another Acquired Company;  (b)except
for Permitted Payments, made any payment of any consulting, advisory or
management fee, or other similar fee or payment, to any member of the ABB
Group;  (c)other
than interest rates which varied in accordance with their terms, varied any
interest rate payable in respect of any Inter-Company Debt, or paid any fees in
respect of any such Inter-Company Debt;  (d)other
than sales of inventory in the ordinary course of trade, sold, leased or
otherwise disposed of (including by way of licence) any of its properties or
assets, other than any assets having a value of less than one hundred thousand
dollars ($100,000) individually;  (e)incurred
any Indebtedness, other than unsecured short-term bank Indebtedness on
arms-length terms or Indebtedness that will constitute Inter-Company Debt;  (f)given
any guarantee, indemnity or other agreement to secure, or incurred financial or
other obligations with respect to, another Persons obligation (other than any
other Acquired Company);  (g)made
any acquisitions of any corporation, company, partnership, other business
organisation or any business or any division thereof;  (h)incurred
any capital expenditure in excess of one million five hundred thousand dollars
($1,500,000) in the aggregate, other than as budgeted for in the current annual
budget of the Acquired Group;  (i)except
with respect to the adoption of the ABB Lummus Global Inc. Retirement Income
Restoration Plan (which shall be the ABB Lummus Global Inc. portion of the  68


ABB Retirement Income
Restoration Plan) and except on a case by case basis: (i) amended the
terms of employment or engagement of its employees (including as regards
pension plans and other employee benefits, and whether or not contractual),
other than in accordance with current contractual obligations or practice; or (ii) provided
gratuitous payments or benefits to its employees or any of their dependents,
other than in accordance with current practice;  (j)made
announcements to the employees generally of any Acquired Company promising or
representing that there will be any change to existing pension and death in
service benefits (including, for the avoidance of doubt, any promises or
representations to provide new or further pension and death in service benefits
or change the level of employer contributions to any such arrangement); or  (k)agreed,
or made an offer capable of acceptance, to take any of the foregoing actions
set out in this paragraph 6.3.  7.Accounting and Other Records  The books of account and all
other statutory records of each Acquired Company are: (i) up-to-date; (ii) in
its possession; and (iii) are true and complete in accordance with
Applicable Law, in each case in all material respects.  8.Assets  The Acquired Group has the right
to use all assets (tangible or intangible) used in the Business.  In the case of such assets which are owned by
a member of the Acquired Group, such assets are free from Encumbrances other
than Permitted Encumbrances.  9.Indebtedness  No Acquired Company has any
liability for any Indebtedness for borrowed money or any accrued interest,
prepayment premiums and penalties related thereto (which, for the avoidance of
doubt, shall not include any accounts payable or accounts receivable arising in
the ordinary course of trade), other than Inter-Company Debt.  10.Applicable Law and Permits  10.1So
far as the Sellers are aware, the Acquired Companies are conducting, and have
during the three (3) years ending on the date of this Agreement, conducted
their respective businesses and affairs and dealt with their respective assets
in all material respects in compliance with Applicable Law, except for any such
non-compliance that would not reasonably be expected to have, individually or
in the aggregate, a material adverse effect on the results of operation or
financial condition of the Acquired Group taken as a whole.  10.2Without
prejudice to paragraph 10.1, so far as the Sellers are aware, none of the
Acquired Companies has, during the three (3) years ending on the date of
this Agreement:  (a)induced
a person to enter into an agreement or arrangement with an Acquired Company by
means of an unlawful or immoral payment, contribution, gift or other
inducement;  (b)offered
or made an unlawful or immoral payment, contribution, gift or other inducement
to a government official or employee; or  (c)directly
or indirectly made an unlawful contribution to a political activity,  69


in each case which would
amount to a violation of Applicable Law, except for any such violation that
would not reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the results of operation or financial condition of
the Acquired Group taken as a whole.  10.3So
far as the Sellers are aware, none of the Acquired Companies is subject to any
investigation, enquiry or disciplinary proceeding (whether judicial,
quasi-judicial or otherwise) involving a Governmental Entity in any
jurisdiction and none is pending or threatened. 
During the twelve (12) months ending on the date of this Agreement,
no Acquired Company has received written notice from any Governmental Entity to
the effect that it will be subject to any such investigation, enquiry,
proceeding or request for information.  10.4So
far as the Sellers are aware, the Acquired Group holds all permits, approvals,
licenses, authorisations and exemptions from Governmental Entities
(collectively, the Permits)
that are necessary for the operation of the Business and each Acquired Company
is in material compliance with all Permits held by it.  11.Material Contracts  11.1Schedule 11.1
of the Sellers Disclosure Letter contains a list of all Material Contracts.
The Sellers have made available to the Purchasers complete and accurate copies
of all commercial terms of all Material Contracts.  11.2The
Material Contracts represent:  (a)with
respect to the Contracts referred to in paragraph (a) of the
definition of Material Contracts, sixty-five per cent. (65%) of the orders
received, including adjustments to orders received in previous years, by the
Acquired Group relating to the provision of engineering, procurement and
construction services for the financial year ending 31 December 2006;
and  (b)with
respect to the Contracts referred to in paragraph (b) of the
definition of Material Contracts, sixty-five per cent. (65%) of the
orders received by the Acquired Group relating to the provision of process
technology services for the financial year ending 31 December 2006.  11.3Each
Material Contract is in full force and effect and constitutes legal, valid and
binding obligations of the relevant Acquired Company in accordance with its
terms.  11.4So
far as the Sellers are aware, no party is in material breach of any Material
Contract and no written allegation of any such breach, or written notice of
termination, of any Material Contract has been served or received by any
Acquired Company within the twelve-month period immediately preceding the date
of this Agreement that remains unresolved.  11.5No
Acquired Company has outstanding any tender or other offer which, if it had
been accepted prior to the date of this Agreement, would have given rise to
what would be a Material Contract.  12.Intellectual Property  12.1Schedule 12.1
of the Sellers Disclosure Letter contains a list, as at the date of this
Agreement, of all Registered Intellectual Property that is owned by the
Acquired Group, and, so far as the Sellers are aware, the Acquired Group has
taken all steps reasonably necessary to  70


maintain all such Registered
Intellectual Property in force (including making all necessary filing and
paying all required fees in a timely manner).  12.2So
far as the Sellers are aware, with the exception of any pending applications,
all Registered Intellectual Property listed in Schedule 12.1 of the
Sellers Disclosure Letter is in full force and effect in each jurisdiction in
which it is registered.  No Acquired
Company has received, within the twelve-month period immediately preceding the
date of this Agreement, written notice of any opposition to the grant of, or of
any application for revocation of, or any challenge to the validity of any such
Registered Intellectual Property.  12.3So
far as the Sellers are aware, the Acquired Group has taken all steps reasonably
necessary to maintain, in all material respects, the confidentiality of any and
all Intellectual Property owned by the Acquired Group constituting trade
secrets.  12.4No
Acquired Company has received, during the twelve (12) months ending on the
date of this Agreement, written notice of any claim that the use by the
Acquired Group of any Intellectual Property in connection with the Business
infringes the Intellectual Property of any third Person, other than
infringements which, individually, would reasonably be expected to require a
monetary payment by the Acquired Group of less than one million dollars
($1,000,000) (following which payment the relevant Acquired Company would be
entitled to continue to use the relevant Intellectual Property, free of
charge).  12.5So
far as the Sellers are aware, there is no current or pending claim or
litigation by any Acquired Company alleging that another Person is infringing
or has infringed any of the Intellectual Property owned by any Acquired
Company, except for any claim or litigation that would reasonably be expected
to require a monetary payment to an Acquired Company of less than one million
dollars ($1,000,000).  13.Information Technology  13.1No
Acquired Company (nor any Seller) has received any written notification during
the twelve (12) months ending on the date of this Agreement that an
Acquired Company is in material default under any licence or lease under which
it is permitted to use any IT Systems necessary for the conduct of the
Business.  13.2During
the twelve (12) months ending on the date of this Agreement, no material
weaknesses have been cited in any report by the auditors of any Acquired
Company in connection with the IT Systems used by the Acquired Group.  13.3So
far as the Sellers are aware, each Acquired Company is validly licensed to use
all third-party software used in connection with the IT Systems and material to
the Business.  14.Real Property  14.1Schedule 14.1
of the Sellers Disclosure Letter contains a list, as at the date of this
Agreement, of all real property owned in whole or in part by any Acquired
Company (collectively, the Owned Real Property).  One of the Acquired Companies has good title
to the Owned Real Property, free and clear of all Encumbrances, other than
Permitted Encumbrances and Encumbrances that will be released at or prior to
Completion.  No material portion of any
Owned Real Property is leased by any Acquired Company to any Person (other than
an Acquired Company).  14.2Schedule 14.2
of the Sellers Disclosure Letter contains a list, as at the date of this
Agreement, setting forth the street address of all real property leased in
whole or in part by any Acquired Company other than real property which is
leased by any Acquired Company  71


for site-related
construction projects (collectively, the Leased Real Property).  The Sellers have made available to the
Purchasers complete and accurate copies of all leases relating to the Leased
Real Property (the Lease Agreements).  Each Lease Agreement is in full force and
effect and constitutes legal, valid and binding obligations of the relevant
Acquired Company in accordance with its terms.  14.3So
far as the Sellers are aware, no party is in material breach of any Lease
Agreement and no written allegation of any such breach, or written notice of
termination of any Lease Agreement, has been served or received by any Acquired
Company within the twelve-month period immediately preceding the date of this
Agreement that remains unresolved.  14.4All
rents and other payments due on or prior to the date of this Agreement in
respect of the Leased Real Property under the relevant lease have been paid in
full.  15.Employees  15.1Schedule 15.1
of the Sellers Disclosure Letter contains lists, as of the date of this
Agreement, of:  (a)each
and every employment agreement between an Acquired Company and any of the
senior-level management employees of the Acquired Group identified in such
Schedule 15.1; and  (b)each
and every collective bargaining agreement applicable to any employee of the
Acquired Group (other than national or industry-wide collective bargaining
agreements or collective bargaining agreements imposed by Applicable Law) under
which any Acquired Company has any outstanding future or contingent material
obligations or liabilities.  15.2The
Sellers have made available to the Purchasers complete and accurate copies of
all agreements referred to in paragraph 15.1 (or, if no such agreement
exists, a summary of the principal terms of employment).  15.3So
far as the Sellers are aware:  (a)there
is no pending or threatened: (i) labour strike, work stoppage or
other similar industrial action against any Acquired Company; (ii) unfair
labour practice charge or complaint against any Acquired Company; (iii) union
grievance against any Acquired Company, except, in the case of sub-paragraphs (ii) or
(iii), as would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the results of operation or financial
position of the Acquired Group taken as a whole; and  (b)there
is no pending or threatened: (i) employment discrimination charge
(including as to pay or other employment conditions) against any Acquired
Company; or (ii) other claim (whether civil, criminal, arbitration,
administrative or otherwise) against any Acquired Company by any employee or
former employee of the Acquired Group or by any Governmental Entity on behalf
of any employee or former employee, except, where the charge or claim should
not reasonably be expected to result in a liability on the part of the relevant
acquired Company of more than one hundred thousand dollars ($100,000)
individually.  15.4So
far as the Sellers are aware, as at the date of this Agreement, the Business is
being conducted in all material respects in compliance with Applicable Law
relating to employment and employment practices (including health and safety,
and as regards data protection and privacy rights), terms and conditions of
employment and wages and hours.  72


15.5The
employee records of each Acquired Company are: (i) up-to-date; (ii) in
its possession; and (iii) true and complete in accordance with Applicable
Law, in each case in all material respects.  16.Pensions and Other Employee Benefits  16.1Schedule 16.1
of the Sellers Disclosure Letter contains a list, as at the date of this
Agreement, of:  (a)each
material employee benefit plan within the meaning of Section 3(3) of
ERISA subject to Title I of ERISA maintained and sponsored by, and each multiemployer
plan within the meaning of Section 4001(a)(3) of ERISA (each, a Multiemployer Plan) contributed to
by, any Acquired Company (collectively, the US Plans);
and  (b)each
material written plan or programme providing retirement or post-retirement,
termination and/or health and welfare benefits maintained or contributed to
outside the United States by any Acquired Company or for which provision is
made by any Acquired Company outside the United States (collectively, the Non-US Plans);  in each case, excluding any plan, programme or
arrangement sponsored by any Governmental Entity (such as social security or
similar government-mandated programmes).  16.2Except
as would not reasonably be expected to have, individually or in the aggregate,
a material adverse effect on the results of operation or financial position of
the Acquired Group taken as a whole:  (a)each
US Plan (other than any Multiemployer Plan) and each Non-US Plan is
in material compliance with Applicable Law and is being administered and
operated in accordance with its terms;  (b)each
Non-US Plan that is capable of being formally approved or qualified by, or
registered with, the appropriate taxation, social security, supervisory, fiscal
or other applicable Governmental Entity in the relevant jurisdiction, in order
to obtain tax approved, favoured or qualified status in such jurisdiction, has
been so approved, qualified or registered and none of the Acquired Companies
has received, during the thirty six (36) months ending on the date of this
Agreement, notice from any Governmental Entity to the effect that such
approved, qualified or registered status is likely to be withdrawn;  (c)the
Sellers have, for the Assumed Plan, and each Acquired Company has, for each
US Plan (including each Multiemployer Plan) and Non-US Plan, accrued
on the books and records of the relevant Acquired Company or made all contributions
to each US Plan (including each Multiemployer Plan) and each
Non-US Plan required by the terms of each such US Plan or
Non-US Plan or any collective bargaining agreement or Applicable Law to be
made by such Acquired Company since 1 January 2004; and  (d)there
are no pending or, so far as the Sellers are aware, threatened claims in
writing (whether civil, criminal, arbitration, administrative or otherwise)
with respect to any US Plan (other than any Multiemployer Plan) or any
Non-US Plan (other than routine claims for benefits payable in the
ordinary course and appeals of such denied claims).  73


16.3Except as would
not reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the results of operation or financial position of
the Acquired Group taken as a whole:  (a)so far as the
Sellers are aware, since 27 April 2004 in respect of any pension
scheme which is subject to the laws and jurisdiction of England, no act or
omission has taken place, and no circumstances exist which would reasonably be
expected to expose the Acquired Companies (including their directors) to any
liabilities arising under section 38 to 51 (inclusive) of the Pensions Act
2004;  (b)all death
benefits which may be payable (other than a refund of members contributions
with interest, where appropriate), are fully insured with an insurance company
authorised to carry on long-term insurance business;  (c)for each
US Plan (other than any Multiemployer Plan) that any Acquired Company
intends to be qualified within the meaning of Section 401(a) of the
Code, such Acquired Company has received, or has requested, a favourable
determination letter from the IRS or is comprised of a master or prototype plan
that has received a favourable opinion letter from the IRS;  (d)no US Plan
covered by Title IV of ERISA (other than any Multiemployer Plan) has been
terminated and, so far as Sellers are aware, no proceedings have been
instituted to terminate or appoint a trustee to administer any such plan;  (e)since 1 January 2004,
no reportable event as defined in Section 4043 of ERISA, for which the
30-day notice requirement has not been waived by the Pension Benefit Guaranty
Corporation, has occurred with respect to any US Plan covered by
Title IV of ERISA (other than any Multiemployer Plan);  (f)no US Plan
(other than any Multiemployer Plan) subject to Section 412 of the Code or Section 302
of ERISA has incurred any accumulated funding deficiency within the meaning of Section 412
of the Code or Section 302 of ERISA, or obtained a waiver of any minimum
funding standard or an extension of any amortisation period under Section 412
of the Code or Section 303 or 304 of ERISA; and  (g)no Acquired
Company has incurred any unsatisfied withdrawal liability under Part 1 of
Subtitle E of Title IV of ERISA to any Multiemployer Plan.  17.Insurance  17.1Schedule 17.1
of the Sellers Disclosure Letter sets out a list, as at the date of this
Agreement, of each current insurance policy maintained by the Acquired
Group.  Copies of all of such policies
have been made available to the Purchasers.  17.2So far as the
Sellers are aware, each insurance policy referred to in paragraph 17.1 is
valid and enforceable.  Each Acquired
Company has paid all premiums due in respect of all the insurance policies
maintained by it.  17.3Schedule 17.3
of the Sellers Disclosure Letter sets out reasonable details of all individual
claims in excess of one million dollars ($1,000,000) by an Acquired Company
outstanding under any of the insurance policy maintained by the Acquired Group,
and of all matters of which the Sellers are aware which they expect might give
rise to any such claim.  17.4Schedule 17.4
of the Sellers Disclosure Letter sets out a list, as at the date of this
Agreement, of all agreements between any Acquired Company and insurers in
connection with the  74


settlement of any asbestos-related claims against an
Acquired Company.  Copies of all of such
agreements have been made available to the Purchasers.  18.Litigation  18.1None of the
Acquired Companies is involved in a civil, criminal, arbitration,
administrative or other legal or administrative proceeding, other than any such
proceeding which, if adversely determined, individually would reasonably be
expected to require a monetary payment by the relevant Acquired Company of less
than two million dollars ($2,000,000).  18.2No Acquired
Company has received, during the twelve (12) months ending on the date of this
Agreement, notice in writing of any claim that would reasonably be expected to
give rise to a civil, criminal, arbitration, administrative or other legal or
administrative proceeding involving an Acquired Company, other than any such
proceeding which, if adversely determined, individually would reasonably be
expected to require a monetary payment by the relevant Acquired Company of less
than two million dollars ($2,000,000).  18.3None of the
Acquired Companies has, during the three (3) years ending on the date of
this Agreement, been involved in a civil, criminal, arbitration, administrative
or other legal or administrative proceeding which has been resolved or settled,
other than any such proceedings which resulted in a monetary payment by or to
the relevant Acquired Company of less than two million dollars ($2,000,000).  18.4There is no
outstanding Order against any Acquired Company under which any such Acquired
Company has performance or other obligations which have not been satisfied.  19.Insolvency  19.1No order has been
made, petition presented or resolution passed by an Acquired Company for the
winding up of such Acquired Company or for the appointment of a provisional
liquidator to any Acquired Company.  19.2No Acquired
Company is in administration and no written notice has been received by an
Acquired Company during the twelve (12) months ending on the date of this
Agreement that a Person has taken any step (including the service of any notice
or the filing of any document(s)) to place any Acquired Company in
administration.  19.3No receiver,
receiver and manager or administrative receiver has been appointed of the whole
or part of any Acquired Companys business or assets.  19.4No Acquired
Company has entered into any compromise or arrangement with its creditors or
any class of its creditors generally.  19.5None of the
Acquired Companies and the Sellers is unable to pay its debts within the
meaning of section 123 of the Insolvency Act 1986 (but for this purpose
ignoring the reference to if it is proved to the satisfaction of the court
that in section 123(1)(e) and 123(2)).  20.Taxes  20.1All Returns relating
to Tax which are required to be filed on or prior to the date of this Agreement
with respect to the assets, income or operations of any Acquired Company have
been filed, and have been true, correct and complete in all material respects.  75


20.2All Taxes shown
on the Returns referred to in paragraph 20.1 have been paid when due and
payable, after giving effect to any applicable extensions, or have been accrued
on the books and records of the relevant Acquired Company.  20.3There are no
material audits or claims by any Tax Authority (whether civil, criminal,
arbitration, administrative or otherwise) presently being contested with regard
to Taxes or Returns of any Acquired Company.  20.4No Acquired Company
is involved in any material dispute in relation to Tax with any Tax Authority.  20.5No Acquired
Company has, during the twelve (12) months ending on the date of this
Agreement, paid, or received any written notice from any Tax Authority to the
effect that it may be liable to pay, any penalty, fine, surcharge or interest
in connection with any Tax.  20.6Each Acquired
Company: (i) is a registered taxable person for the purposes of applicable
VAT legislation; (ii) has not been a member of any VAT group during the
twelve (12) months ending on the date of this Agreement; (iii) has,
during the three (3) years ending on the date of this Agreement, complied
in all material respects with the requirements and provisions of applicable VAT
legislation; and (iv) has maintained accurate and up to date records and
other documents required by applicable VAT legislation.  20.7The amounts of
Tax chargeable on any Acquired Company during any accounting period ending on
or within three (3) years before the Balance Sheet Date has not to any
material extent depended on any concession, agreement or other formal or
informal arrangement with any Tax Authority.  20.8Each Acquired
Company has properly operated the PAYE system (or other similar system outside
the UK) deducting Tax as required by Applicable Law from all payments to or
treated as made to or benefits provided for employees or ex-employees.  20.9So far as the
Sellers are aware, each Acquired Company is and has been resident solely in the
jurisdiction of its incorporation for Tax purposes and has never been resident
in any other jurisdiction and where such Acquired Company has a permanent
establishment in any other jurisdiction, all taxes on profits attributable to
that permanent establishment have been paid.  20.10So far as the
Sellers are aware, all transactions entered into between any Acquired Company
and any of the Sellers or members of the ABB Group have been entered into on an
arms length basis.  21.Joint Ventures  21.1So far as the
Sellers are aware, each Joint Venture is a company or other entity duly
organised or incorporated (as applicable), validly existing and, to the extent
such concept is applicable to such Joint Venture, in good standing under the
laws of the jurisdiction of its organisation. 
The Sellers have made available to the Purchasers true and correct
copies of the by-laws, the memorandum and articles of association or equivalent
constitutional documents of each Joint Venture prior to the date of this
Agreement.  21.2One or more
Acquired Companies are the legal and beneficial owners of fifty per cent.
(50%) of the partnership interests in Catalytic Distillation Technologies and
fifty per cent. (50%) of the shares of or other equity interests in each
of Chevron Lummus Global LLC and Hua Lu Engineering Co., Ltd.  76


21.3All partnership
interests in Catalytic Distillation Technologies and all shares of or other
equity interests in each of Chevron Lummus Global LLC and Hua Lu Engineering
Co., Ltd, in each case that are owned by any Acquired Company, are fully paid
up and are free from all Encumbrances, except for any rights of pre-emption or
similar Encumbrances referred to in the constituent documents of the relevant
Joint Venture.  21.4So far as the
Sellers are aware, the Sellers Warranties in paragraphs 6.1, 11.1, 11.3, 11.4,
11.5, 12 and 18 of this Schedule, are true and accurate as if: (i) references
to any Acquired Company were references to a Joint Venture; and (ii) references
to the Acquired Group were references to a Joint Venture or each Joint Venture
as the context requires.  22.Brokers and Intermediaries  No agent, broker or other Person acting on behalf of
the Sellers or any of their Affiliates (including the Acquired Companies) is,
or shall be, entitled to any brokers fees, finders fees or commissions from
any Acquired Company in connection with this Agreement or the Transactions.  77


SCHEDULE
6  CB&IS
WARRANTIES  1.Organisation and Authority
of the Purchasers  1.1Each of the
Purchasers and CB&I is a company duly organised or incorporated (as
applicable), validly existing and, to the extent such concept is applicable to
such Purchaser or CB&I, in good standing under the laws of the jurisdiction
of its organisation and has the requisite capacity, power and authority to
execute, deliver and perform this Agreement.  1.2The execution,
delivery and performance of this Agreement by each of the Purchasers and
CB&I has been duly authorised and approved by the board of directors (or
comparable governing body) of such Purchaser or CB&I, and, save for
CB&I shareholder approval as referred to at Clause 4.1.1(b), no other
corporate or similar action on the part of such Purchaser or CB&I is
necessary to authorise the execution, delivery and performance of this
Agreement.  1.3This Agreement
constitutes legal, valid and binding obligations of each of the Purchasers and
CB&I in accordance with its terms.  1.4The execution,
delivery and performance by each of the Purchasers and CB&I of this
Agreement does not conflict with or constitute a breach of (i) any
provision of the by-laws, the memorandum and articles of association or
equivalent constitutional documents of such Purchaser or CB&I; or (ii) any
Order applicable to such Purchaser or CB&I or by which the assets of such
Purchaser or CB&I are bound, in each case which would reasonably be
expected, individually or in the aggregate, to materially and adversely affect
the performance by such Purchaser or CB&I of its obligations under this
Agreement.  1.5Except for the
consents or approvals contemplated to be obtained or filings contemplated to be
made prior to Completion pursuant to Clause 4.2, or as would not
reasonably be expected, individually or in the aggregate, to affect materially
and adversely the performance by any of the Purchasers and CB&I of its
obligations under this Agreement, no consent, approval or authorisation of any
Governmental Entity is required to be obtained by any of the Purchasers and
CB&I in connection with the execution, delivery and performance of this
Agreement.  2.Financing  The Purchasers have, and will have on the Completion
Date, unrestricted cash on hand and, if necessary, unrestricted cash available
to them under credit facilities in place on the date hereof, sufficient to pay
the Purchase Price, all other amounts to be paid or repaid by the Purchasers
under this Agreement (whether payable on or after the Completion), and all of
the Purchasers and their Affiliates fees and expenses associated with the
Transactions.  3.Confidentiality Agreement  The Purchasers and their Affiliates that are subject
to the terms of the Confidentiality Agreement and the Bidder Representatives
have complied in all material respects with the terms of the Confidentiality
Agreement, including the restrictions on contacting other potential acquirers
of the Shares and the restriction on limiting the Purchasers financing sources
from providing financing to, or arranging financing for, any other potential
acquirer of the Shares.  78


4.Investment Intent - Risk  4.1CB&I is
(indirectly) acquiring the Shares for its own account, for investment purposes
only, and not with a view toward, or for sale in connection with, any
distribution thereof, nor with any present intention of distributions or
selling the Shares in violation of Applicable Law, including the Securities
Act.  4.2CB&I
qualifies as an accredited investor, as such term is defined in Rule 501(a) promulgated
pursuant to the Securities Act.  4.3CB&I
understands that the Shares have not been registered under the Securities
Act.  CB&I acknowledges that the
Shares may not be transferred, sold, offered for sale, pledged, hypothecated or
otherwise disposed of without registration under the Securities Act and any
other provision of Applicable Law or pursuant to an applicable exemption
therefrom.  4.4CB&I is an
informed and sophisticated participant in the transactions contemplated hereby
and has sufficient knowledge and experience to evaluate the technical,
commercial, financial, legal and other risks associated with acquiring the
Shares on the terms hereunder.  CB&I
understands that the acquisition of the Shares to be acquired by it pursuant to
the terms of this Agreement involves substantial risk.  CB&I can bear the economic risk of its
investment (which may be for an indefinite period).  5.Absence of Arrangements
with Management  As of the date hereof, there are no Contracts,
undertakings, commitments, agreements or obligations or understandings between
the Purchasers or any of their Affiliates, on the one hand, and any member of
the management of any Acquired Company, on the other hand, relating to the
Transactions or the operations of any Acquired Company prior to or after
Completion.  6.Brokers and Intermediaries  No agent, broker or other Person acting on behalf of
the Purchasers or any of their Affiliates is, or shall be, entitled to any
brokers fees, finders fees or commissions from any Seller or any of its
Affiliates in connection with this Agreement or the Transactions.  79


SCHEDULE
7  THE
SELLERS LIMITATIONS OF LIABILITY  1.Time Limits  1.1Neither Seller
shall be liable in respect of any Warranty Claim or claim for breach of
Clause 6.2 (other than a claim for breach of any of the Tax Warranties)
unless written notice containing reasonable details of such Warranty Claim or
claim for breach of Clause 6.2, including the Purchasers estimate (on a
without prejudice basis) of the amount of the Warranty Claim or claim for
breach of Clause 6.2, is given by or on behalf of the Purchasers to the
Sellers no later than eighteen (18) months from the Completion Date.  1.2Neither Seller
shall be liable in respect of any claim for breach of any of the Tax Warranties
or pursuant to Schedule 8 (Tax Covenant)
unless written notice containing reasonable details of such claim, including
the Purchasers estimate (on a without prejudice basis) of the amount of the
claim, is given by or on behalf of the Purchasers to the Sellers no later than
six (6) years from the Completion Date.  1.3Any claim that
has been properly notified to the Sellers in accordance with paragraph 1.1
or 1.2 above shall, if not previously satisfied, settled or withdrawn, be
deemed to have been withdrawn six (6) months after such written notice
being given to the Sellers or, in the case of a contingent liability or a claim
to which paragraph 6.1 below applies, three (3) months after that
liability becomes an actual liability or, as applicable, after the relevant
insurer has refused to meet the claim made on it, unless legal proceedings in
respect of such claim have been commenced by being both issued and served.  2.Thresholds  2.1Except for Locked
Box Claims and Warranty Claims arising under paragraphs 1 or 2 of Schedule
5 (The Sellers Warranties), neither Seller
shall be liable in respect of any Warranty Claim unless and until the amount of
the liability pursuant to such Warranty Claim, when substantiated, exceeds five
hundred thousand dollars ($500,000).  2.2Except for Locked
Box Claims and Warranty Claims arising under paragraphs 1 or 2 of Schedule
5 (The Sellers Warranties), neither Seller
shall be liable in respect of any Warranty Claim unless and until the aggregate
amount of the liability of the Sellers for all Warranty Claims not excluded by
paragraph 2.1 above, when substantiated, exceeds ten million dollars
($10,000,000), in which case the Sellers shall be liable for the full amount of
the substantiated Warranty Claims and not merely the excess over ten million
dollars ($10,000,000).  3.Maximum Liability  3.1The maximum
aggregate liability of the Sellers for all claims for breaches of
Clause 6.2 and all Warranty Claims, except for any Locked-Box Claim or
Warranty Claim arising under paragraph 1, 2, 3.3, 3.4 or 18.1 of Schedule
5 (The Sellers Warranties), shall not
exceed fifty million dollars ($50,000,000).  3.2Without prejudice
to paragraph 3.1, the maximum aggregate liability of the Sellers for
claims for all breaches of Clause 6.2, all Warranty Claims, all claims
pursuant to paragraphs 2.1(a) to 2.1(e) (inclusive) of Schedule 8 (Tax Covenant) and all claims pursuant to Schedule 9 (Additional Covenant) shall not exceed five hundred and
thirteen million dollars ($513,000,000).  80


4.Currency  All amounts that may be recoverable by the
Purchasers in connection with any Warranty Claim or claim for breach of
Clause 6.2 that are expressed in a currency other than dollars shall, for
purposes of establishing whether a monetary limit or threshold set out in this
Agreement has been reached or exceeded, be converted into dollars at:  (a)the rate which
appears on the Reuters Screen FXBLFIX01 at 11:00 a.m. (London time) on the
date on which such claim is made in accordance with this Agreement;  (b)if no such rate
is quoted on the Reuters Screen FXBLFIX01 at such time, the rate which appears
on the Reuters Screen FXBLFIX01 at 11:00 a.m. (London time) on the date on
which such claim is made in accordance with this Agreement; or  (c)if no such rate
is quoted on the Reuters Screen FXBLFIX01 at such time, the mid-point closing
rate quoted in the Financial Times for the Business Day immediately preceding
the date on which such claim is made in accordance with this Agreement.  5.Matters Accounted for in
Financial Statements  Neither Seller shall be liable in respect of any
Warranty Claim if and to the extent the fact, matter, event or circumstance giving
rise to the Warranty Claim is expressly provided or reserved for in the Balance
Sheet or is otherwise fairly disclosed in the Financial Statements.  6.Insured Claims  6.1If and to the
extent that the amount of any Warranty Claim is covered by a policy of
insurance maintained by the Acquired Group or the Purchasers, the Purchasers
shall use all reasonable endeavours to recover the amount of such Warranty
Claim or such amount that is covered by such policy of insurance prior to
making a Warranty Claim (but the Purchasers shall have the right to give notice
of the relevant Warranty Claim under paragraph 1.1 or 1.2 above (as
applicable) prior to such time).  6.2Neither Seller
shall be liable in respect of any Warranty Claim if and to the extent that the
amount of such Warranty Claim is recovered by the Acquired Group or by either
of the Purchasers or any of their other Affiliates under any policy of
insurance maintained by them.  7.Contingent Liabilities  Neither Seller shall be liable for any Warranty Claim
based upon a liability which is contingent, unless and until such contingent
liability becomes an actual liability (but the Purchasers shall have the right
to give notice of such contingent liability under paragraph 1.1 or 1.2
above (as applicable) prior to such time).  8.Consequential Losses  The Sellers shall not be liable for any indirect or
consequential loss, loss of profit or loss of reputation suffered by the
Purchasers or any of its Affiliates in connection with a Warranty Claim or
other claim for breach of this Agreement.  81


9.Matters Disclosed  9.1Neither Seller
shall be liable in respect of any Warranty Claim if and to the extent that the
fact, matter, event or circumstance giving rise to such Warranty Claim is
fairly disclosed pursuant to:  (a)a provision of
this Agreement or any of the Other Transaction Documents;  (b)the Information
Memorandum headed ABB Lummus Global issued by Credit Suisse and dated March 2007;
or  (c)the Sellers
Disclosure Letter.  9.2Without limiting
the generality of paragraph 9.1 above, the Sellers shall not be liable for
any claim for breach of paragraph 4 or 5 of Schedule 5 (The Sellers Warranties)in respect of
any fact, matter, event or circumstance which is fairly disclosed in the VDD.  10.Tax Savings  In calculating the liability of the Sellers for any
claim for breach of this Agreement (other than a claim under Schedule 8 (Tax Covenant)), there shall be taken into account the amount
by which any Tax for which the Purchasers or any of their Affiliates is now or
may in the future be accountable or liable to be assessed is reduced or
extinguished as a result of the matter giving rise to such liability and any
repayment of Tax which would not have arisen but for the matter giving rise to
such liability.  11.Right to Cure  11.1If a breach by
either Seller of this Agreement (including a breach of any Sellers Warranty)
is capable of being remedied, the Purchasers shall not be entitled to
compensation for such breach unless they give the Sellers written notice of the
breach and the Sellers:  (a)fail to commence
remedial action within thirty (30) days of such notice;  (b)fail to pursue
such action diligently at all times thereafter until the breach has been remedied;
or  (c)fail to remedy
the breach within ninety (90) days after such notice.  11.2Without prejudice
to their duty under Applicable Law to mitigate any damage suffered by them, the
Purchasers shall, or shall procure that their relevant Affiliates will, at the
Sellers cost, provide all reasonable assistance to the Sellers in connection
with any remedial action undertaken by the Sellers in accordance with
paragraph 11.1 above.  12.Recovery from Third
Parties  12.1If either of the
Sellers pays an amount in respect of a Warranty Claim and the Purchasers or any
of the Acquired Companies subsequently recovers from a third party an amount
which, if received by the Purchasers or any of the Acquired Companies prior to
the agreement or determination of the damages payable by the Seller pursuant to
the Warranty Claim would have reduced the amount of such damages, the
Purchasers will repay to such Seller an amount equal to the lesser of the
amount recovered from the third party (less any reasonable costs incurred in
obtaining such recovery and less any Taxation attributable to the recovery
after taking account of any tax relief available in respect of any matter
giving rise to the Warranty Claim) and the amount previously paid by such
Seller to the Purchasers.  82


12.2Where the
Purchasers or any of their Affiliates are entitled to recover (whether by
insurance, payment, discount, credit, relief or otherwise) from a third Person
a sum which indemnifies or compensates the Purchasers or such Affiliate (in
whole or part) in respect of the liability or loss which is the subject of a
Warranty Claim, the Purchasers or the relevant Affiliate shall, following the
making of a Warranty Claim, take and continue to take all reasonable steps to
enforce such recovery.  13.Double Recovery  The Purchasers shall not be entitled to recover more
than once under this Agreement in respect of the same damage suffered.  14.Miscellaneous Other
Limitations  14.1Neither Seller
shall be liable for any Warranty Claim (other than a claim for breach of any of
the Tax Warranties to which the exclusions at paragraph 3 of Schedule 8 (Tax Covenant) shall apply) if and to the
extent that the liability arises or is increased as a result of:  (a)any legislation
not in force at the date of this Agreement, but which takes effect
retrospectively;  (b)any change in the
accounting policies, practices or procedures adopted by the Purchasers and/or
their Affiliates (other than changes required to ensure compliance with
Applicable Law in effect as of the date of this Agreement); or  (c)any change in the
rates of Taxation, any imposition of Taxation or any change in the practice
(including the withdrawal of any extra-statutory concession) of any relevant Tax
Authority, in each case announced or becoming effective (whether or not
retrospectively) on or after the date of this Agreement.  14.2Neither Seller
shall be liable for any Warranty Claim (other than a claim for breach of any of
the Tax Warranties to which the exclusions at paragraph 3 of Schedule 8 (Tax Covenant) shall apply) if and to the
extent that the liability arises as a result of any voluntary act or omission
of the Purchasers or any of their Affiliates after the date of this Agreement
(including, following Completion, the Acquired Companies).  15.Third-Party Claims  If the Purchasers become aware of any claim by any
third party which ought reasonably to be expected to give rise to a claim by
the Purchasers for breach of this Agreement (other than a claim for breach of
any of the Tax Warranties) (a Third-Party Claim):  (a)the Purchasers
shall, within thirty (30) days of becoming aware of any Third-Party Claim,
give written notice to and consult with the Sellers in respect of such
Third-Party Claim;  (b)the Purchasers
shall, and shall procure that the Acquired Companies will:  (i)at the written
request and at the cost of the Sellers take such action or (at the Sellers
option) permit the Sellers to take such action as the Sellers reasonably consider
appropriate to avoid, defend, dispute, mitigate, appeal, settle or compromise
the Third-Party Claim;  83


(ii)provide to the
Sellers and their professional advisers reasonable access to the premises and
personnel of the Acquired Group for the purposes of investigating matters
relevant to the Third-Party Claim; and  (iii)take reasonable
steps to preserve all information relevant to the Third-Party Claim; and  (c)the Sellers (at
their cost) may examine and take copies of the documents and records referred
to in paragraph 15(b) above;  providedthat,
notwithstanding the foregoing, none of the Purchasers and the Acquired
Companies shall be required to provide any information or access that such
Persons legal advisers have advised would violate Applicable Law, including
Competition Laws, or the terms of any confidentiality agreement or
confidentiality provision in any Contract or adversely impact any privilege,
including legal professional privilege.  16.Exclusions for Fraud  Nothing in this Schedule 7 shall apply to a claim
that arises as a result of fraud by the Sellers.  84


SCHEDULE
8  TAX
COVENANT  1.Definitions and
Interpretation  1.1In this Schedule,
words and expressions defined in Schedule 1 (Definitions
and Interpretation) shall have the same meanings when used
herein.  In addition, in this Schedule:  2006 Return Period
shall have the meaning set out in paragraph 7.1 of this Schedule.  338 Valuations and
Allocations shall have the meaning set out in
paragraph 11.2 of this Schedule.  Actual Tax Liability
shall have the meaning set out in the definition of Tax Liability in this
paragraph 1.1.  ADSP shall
have the meaning set out in paragraph 11.2 of this Schedule.  Brazilian Dispute
shall have the meaning set out in paragraph 2.1(e) of this Schedule.  Claim for Tax
means, in any jurisdiction, (i) any assessment, audit, notice, letter,
determination, demand, action or other document issued by or on behalf of any
Tax Authority; and (ii) any return, amended return, computation, accounts
or any other documents required for the purposes of Taxation; in each case,
from which it appears that (a) a Tax Liability has been, or may be,
imposed on any Acquired Company; (b) increased or further payment to a Tax
Authority is, or may be, required to be made by or in respect of an Acquired
Company; or (c) an Acquired Company is denied, or is sought to be denied,
a Relief.  Deemed Tax Liability
includes the utilisation or set-off of a Post-Completion Relief available to
the Company against any Tax Liability or against any income, profits or gains
where, but for such setting-off, the Purchasers would have been entitled to
make a claim under this Schedule (ignoring for these purposes any financial
limitations) in which case the amount of the Deemed Tax Liability shall be
equal to the amount which would have been payable in the absence of the Deemed
Tax Liability or any other Post-Completion Relief and shall also include the
loss, non-availability or reduction of any right to a repayment of tax which is
shown in the Balance Sheet in which case the amount of the Deemed Tax Liability
shall be the amount shown in the Balance Sheet as the value of such repayment.  Disputed Claim
shall have the meaning set out in paragraph 8.2(a) of this Schedule.  Disputed Tax Payment
shall have the meaning set out in paragraph 9 of this Schedule.  Event
means any event, transaction, default occurrence, act arrangement or omission
whatsoever of any kind.  Federal and Consolidated
Returns shall mean all Returns for income Taxes (other than
income Tax imposed by a taxing jurisdiction outside of the United States) of
the Acquired Companies for which any of the Acquired Companies join with the
US Seller or any Affiliate of the US Seller that is not an Acquired
Company to file Returns on a consolidated, unitary or combined basis.  Intended Communication
shall have the meaning set out in paragraph 7.4(c) of this Schedule.  85


Lummus Group
means the group of Acquired Companies that is included in any Federal and
Consolidated Return.  Overlap Period
shall have the meaning set out in paragraph 7.8 of this Schedule.  Payee
shall have the meaning set out in paragraph 4.3 of this Schedule.  Payer
shall have the meaning set out in paragraph 4.3 of this Schedule.  Payment Amount
shall have the meaning set out in paragraph 6.2 of this Schedule.  Post-Completion Period
means any taxable period ending after the Completion Date or, with respect to
any taxable period beginning before and ending after the Completion Date, the
portion of such taxable period beginning on the day following the Completion
Date.  Post-Completion Relief
means a Relief: (i) which arises as a consequence of an Event occurring
after Completion or in respect of a period ending after Completion (and where a
Relief arises from the ordinary course of business of an Acquired Company in
respect of the period current at Completion, it shall be apportioned partly
before and partly after Completion on the basis described in paragraph 7.9
of this Schedule); and (ii) arising as a result of an Event occurring or
deemed to occur in the ordinary course of business after the Balance Sheet Date
but on or before Completion or in respect of a period commencing on or after
the Balance Sheet Date and ending on Completion in the ordinary course of business
(and where a Relief arises in the ordinary course of business of an Acquired
Company in respect of the period current at the Balance Sheet Date, it shall be
apportioned partly before and partly after the Balance Sheet Date on an
analogous basis to that described in paragraph 7.9 of this Schedule).  Primary Person
shall have the meaning set out in paragraph 2.1(b) of this Schedule.  Pro-Forma Return
shall have the meaning set out in paragraph 7.2(a) of this Schedule.  Purchasers Return Period
shall have the meaning set out in paragraph 7.10 of this Schedule.  Recovered Amount
shall have the meaning set out in paragraph 6.2 of this Schedule.  Relevant Percentage
means the percentage of the issued share capital of an Acquired Company owned,
directly or indirectly, by the US Seller or the NL Seller (as
applicable).  Relief
means any loss, allowance, exemption, credit, deduction or set off for the
purposes of Tax or any right to repayment of Tax.  section 338(h)(10) election
means an election made pursuant to section 338(h)(10) of the Code.  Sellers Return Period
shall have the meaning set out in paragraph 7.2 of this Schedule.  Tax Documents
means the Returns, claims, elections, correspondence and other documents which
are required to be prepared on behalf of the Acquired Companies under
paragraph 7 of this Schedule.  Tax Liability
means not only a liability of an Acquired Company to make payments of, or in
respect of, Tax (whether or not a primary liability of an Acquired Company or any
other Person) (an Actual Tax Liability)
but also a Deemed Tax Liability.  86


Tax Losses
means, in the case of the NL Acquired Company, net operating losses available
to that company on Completion, in the case of the German Acquired Company, net
operating losses available to that company on Completion and in the case of the
US Acquired Company, net operating losses available to that company on
Completion (but only where a section 338(h)(10) election has not been made
in respect of the acquisition of the US Acquired Company) excluding, in each
case, any Post-Completion Relief.  Transfer Taxes
shall have the meaning set out in paragraph 10 of this Schedule.  United States Person
shall have the meaning set out in paragraph 7.1 of this Schedule.  US Acquired Group
means all of the US Acquired Companies.  US Group
means the group of companies which join with the US Seller to file Returns for
income taxes on a consolidated, unitary or combined basis.  US Tax Losses
means the net operating losses attributable to the Pre-Completion Period that
are available to the US Group (excluding for this purpose the Lummus Group)
under Applicable Law as a consequence of the making of the section 338(h)(10) election
and which would not have been so available if a section 338(h)(10) election
had not been made in respect of the acquisition of the US Acquired Company.  1.2In this Schedule,
references to income, profits or gains earned, accrued or received on or before
a particular date, or in respect of a particular period, include income,
profits or gains which are deemed for the purposes of any Tax to have been
earned, accrued or received at or before that date or in respect of that
period.  2.Covenant  2.1Subject to
paragraph 3 of this Schedule, the US Seller in respect of each
US Acquired Company covenants to pay to the US Purchaser, and the
NL Seller in respect of each NL Acquired Company covenants to pay to
the NL Purchaser an amount equal to:  (a)the Relevant Percentage
of any Tax Liability of any US Acquired Company or any NL Acquired
Company which arises:  (i)in consequence of
an Event which occurred, or was deemed to occur, on or before Completion; or  (ii)in respect of, or
with reference to, any income, profits or gains which were earned, accrued or
received on or before Completion;  (b)the Relevant
Percentage of any Tax Liability which is primarily the liability of a member of
the ABB Group (the Primary Person)
for which a US Acquired Company or an NL Acquired Company is liable
in consequence of such Acquired Company at any time before Completion (i) being
a member of the same group of companies including any affiliated, unitary or
combined group of companies as the Primary Person; or (ii) having control of,
being controlled by, or otherwise being connected with the Primary Person, for
any Tax purpose;  (c)the Relevant
Percentage of any Tax Liability of any US Acquired Company or any
NL Acquired Company which arises:  (i)in consequence of
an Event which occurred or was deemed to occur on or before the Balance Sheet
Date; or  87


(ii)in respect of or
by reference to any income, profits or gains which were earned, accrued or
received on or before the Balance Sheet Date  which, in either case, has been discharged by the
relevant Acquired Company on or before Completion to the extent that the amount
of such Tax Liability exceeds the amount provided for in the Balance Sheet;  (d)the Relevant
Percentage of any fines, penalties or charges for which an Acquired Company is
liable as a result of non-compliance with any Tax disclosure requirements in
any jurisdiction of residence of an Acquired Company; and  (e)the Relevant
Percentage of any Tax Liability which relates to the dispute involving
Consortium Lummus-Andromedan regarding the Rio Polimeros SA litigation in
Brazil (the Brazilian Dispute).  2.2The Sellers
covenant to pay to the Purchasers all reasonable costs and expenses suffered or
reasonably incurred by the Purchasers and/or the relevant Acquired Company in
connection with any successful claim made pursuant to paragraph 2.1 of
this Schedule.  2.3The Purchasers
covenant to pay to the Sellers an amount equal to any liability to Tax of
either Seller or any other member of the ABB Group or an amount equal to any
Tax assessed on either Seller or any member of the ABB Group which is a Tax
Liability relating to an Acquired Company to the extent it:  (a)arises (i) in
consequence of an Event which occurred, or was deemed to occur, after
Completion or (ii) in respect of, or with reference to, any income,
profits or gains which were earned, accrued or received after Completion;  (b)is a Tax
Liability referred to in paragraph 3(b) of this Schedule (including,
without limitation, any Tax Liability arising solely as a result of
transactions in the ordinary course of business of the Acquired Company after
the Balance Sheet Date but on or before Completion.  For the purposes of this paragraph 2.3(b),
references to a Tax Liability of an Acquired Company shall include a liability
for Tax of the Lummus Group in respect of the Sellers Return Period arising
from transactions in the ordinary course of business calculated on the basis of
the Pro-Forma Returns and on the hypothesis that the members of the Lummus
Group are not members of the US Group; or  (c)is a Tax
Liability which arises during the portion of the Overlap Period that begins on
the day following the Completion Date.  The covenants in this paragraph 2.3 shall not apply
to a Tax Liability to the extent that: (i) if the Tax Liability were to be
discharged by an Acquired Company then a liability would arise for the
US Seller or NL Seller under this Schedule; and (ii) any US Tax
Losses are available, or on completion of procedural formalities would be so
available, to the US Seller or any other member of the US Group other than the
Lummus Group to set against or otherwise mitigate the Tax Liability.  2.4The Purchasers
covenant to pay the Sellers all reasonable costs and expenses suffered or
reasonably incurred by the Sellers in connection with any successful claim made
pursuant to paragraph 2.3 of this Schedule.  2.5All amounts paid
by the Sellers or the Purchasers pursuant to paragraphs 2.1 and 2.3 of
this Schedule shall, to the extent permitted by Applicable Law, be treated as
adjustments to the Purchase Price for all Tax purposes.  88


3.Exclusions  The covenants in paragraphs 2.1(a) to 2.1(d) (inclusive)
of this Schedule do not apply in respect of a Tax Liability of an Acquired
Company and the Sellers shall not be liable for a breach of paragraph 20
of Schedule 5 (The Sellers Warranties) to the
extent that:  (a)provision or
reserve in respect of that Tax Liability was made or reflected in the Financial
Statements or payment or discharge of such Tax Liability was reflected in the
Financial Statements;  (b)the Tax Liability
arises solely as a result of transactions in the ordinary course of business of
the Acquired Company after the Balance Sheet Date but on or before Completion
(for this purpose, any inclusion under Sub-part F of the Code by the
US Seller or any Acquired Company shall be treated as a Tax Liability
arising solely as a result of transactions in the ordinary course of business
of the Acquired Companies);  (c)payment or
discharge of the Tax Liability has been made prior to Completion, provided
that this exclusion shall not apply to the covenant in paragraph 2.1(c) of
this Schedule;  (d)the Tax Liability
arises or is increased as a result of: (i) a change in Tax rates or in
legislation made after the Balance Sheet Date; or (ii) a change or
withdrawal after the Balance Sheet Date of any previously published practice,
or published concession or official published interpretation of any Tax
Authority; in each case with retrospective effect;  (e)the Tax Liability
would not have arisen but for an omission or a voluntary act or transaction
carried out (other than in fulfilment of a legally binding commitment entered
into by any Acquired Company on or before Completion) by the Purchasers or any
Acquired Company (including any act or omission by any Representative of the
Purchasers or an Acquired Company) after Completion and otherwise than in the
ordinary course of business of the relevant Acquired Company as such business
was conducted at Completion provided that this exclusion shall not apply
to any action required to be taken by the Purchasers or the Acquired Companies
pursuant to paragraphs 7.3 to 7.5 of this Schedule;  (f)the Tax Liability
would not have arisen but for a cessation of trade by, or a change in the
nature or conduct of the trade of, an Acquired Company on or after Completion;  (g)the Tax Liability
arises or is increased solely in consequence of any failure by the Purchasers
to comply with, or a failure to procure the compliance of an Acquired Company
with, any of their respective obligations under this Schedule;  (h)the Tax Liability
results from or is increased by any change on or after Completion in:  (i)the accounting
reference date of any Acquired Company; or  (ii)any change in the
accounting policies or Tax reporting practices of any Acquired Company other
than to the extent that the relevant Acquired Company has not complied with
generally accepted accounting principles and such change is required to comply
with generally accepted accounting principles;  89


(i)such Tax
Liability has been discharged without cost to the Purchasers or the relevant
Acquired Company;  (j)any Tax Losses
are available to the relevant Acquired Company to set against or otherwise
mitigate the Tax Liability; or  (k)the Tax Liability
would not have arisen but for:  (i)the making of a
claim, election, surrender or disclaimer, the giving of a notice or consent, or
the doing of any other thing under the provisions of any enactment or
regulation relating to Tax, in each case after Completion by the Purchasers; or  (ii)the failure or
omission on the part of any Acquired Company (other than at the Sellers
direction) to make any such valid claim, election, surrender or disclaimer, or
to give any such notice or consent or to do any other such thing, as the
Sellers may reasonably request pursuant to paragraphs 7.3 and 7.6 of this
Schedule in respect of periods or matters ending or occurring on or before
Completion.  3.2The provisions of
paragraphs 1, 2, 3.2 and 14 of Schedule 7 (Sellers
Limitations of Liability) shall apply mutatis
mutandisto claims made under paragraphs 2.1(a) to 2.1(e) (inclusive)
of this Schedule.  4.Payment of Claims  4.1Other than in
respect of Disputed Claims (to which paragraph 9 of this Schedule
applies), the Sellers shall pay (in cleared funds) to the Purchasers any
required sum under paragraph 2 of this Schedule:  (a)in the case of an
Actual Tax Liability other than a claim under paragraph 2.1(e) of
this Schedule, on the later of (i) the date ten (10) Business Days
after the date of which the Sellers receive written details of the amount of
the liability from the Purchasers or (ii) the date five (5) Business
Days before the last date on which the payment of Tax may be made (ignoring for
these purposes the availability of any other Relief), in order to avoid
incurring a liability to interest and/or penalties;  (b)in the case of an
Actual Tax Liability the subject of a claim under paragraph 2.1(e) of
this Schedule, on the date when it is finally determined that a Tax Liability
will become payable in relation to the Brazilian Dispute;  (c)in respect of any
Tax Liability which is a Deemed Tax Liability, on the later of (i) the
date ten (10) Business Days after the date on which the Sellers receive
written details of the amount of the liability from the Purchasers; or (ii) in
the case of utilisation or set-off of a Post-Completion Relief, the date on
which the relevant Acquired Company would have had to pay the Tax but for the
utilisation or set-off of a Post-Completion Relief; or  (d)on the date ten (10) Business
Days following the date on which notice giving written details of the amount
due is received by the Sellers from the Purchasers for any payment under
paragraphs 2.1(d) and 2.2 of this Schedule.  4.2The Purchasers
shall or shall procure that the Acquired Companies pay (in cleared funds) any
required sum under paragraph 2.3 of this Schedule on the date ten (10) Business
Days  90


following the date on which notice giving written
details of the amount due is received by the Purchasers from the Sellers for
any payment under paragraphs 2.3 or 2.4 of this Schedule.  4.3All sums payable
by either the Sellers or the Purchasers (the Payer)
to the Purchasers or Sellers as appropriate (the Payee)
pursuant to this paragraph 4 shall be paid free and clear of all
deductions and withholdings whatsoever (including Tax), save only as may be
required by law.  4.4If any deductions
or withholdings are required by Applicable Law to be made from any of the sums
payable as mentioned in paragraph 4.3 of this Schedule, the Payer shall be
obliged to pay to the Payee such additional amounts as will ensure that the net
amount received by the Payee will equal the full amount it would have received
in the absence of any such requirement to make a deduction or withholding (provided,
however, that this paragraph shall only apply to the extent that payments
are made as between: (i) the NL Seller and the NL Purchaser; (ii) the
US Seller and the US Purchaser; or (iii) the NL Seller and/or
the US Seller and any other Purchaser that is a party to this Agreement provided
that neither the NL Seller nor the US Seller shall be under any greater
obligation to such other Purchaser than they would have been to the NL
Purchaser or the US Purchaser, as the case may be).  4.5If any sum payable
by the Payer to the Payee under this paragraph 4 shall be subject to
Taxation in the hands of the Payee (disregarding for this purpose any Reliefs
other than any Tax Losses available to the Payee), the Payer shall be under the
same obligation to make an increased payment in relation to that Taxation as if
the liability were a deduction or withholding required by Applicable Law (provided,
however, that this paragraph shall only apply to the extent that payments
are made as between: (i) the NL Seller and the NL Purchaser; (ii) the
US Seller and the US Purchaser; or (iii) the NL Seller and/or
the US Seller and any other Purchaser that is a party to this Agreement provided
that neither the NL Seller nor the US Seller shall be under any greater
obligation to such other Purchaser than they would have been to the NL
Purchaser or the US Purchaser, as the case may be).  5.Corresponding Savings and
Over-Provisions  5.1If the Purchasers
or an Acquired Company becomes aware that:  (a)any Tax Liability
which has resulted in a payment being made by (or becoming due from) the
Sellers under this Schedule, where such Tax Liability has given rise to a
corresponding saving for an Acquired Company, the Purchasers or any Affiliate
thereof; or  (b)any provision for
Tax (other than deferred Tax) contained in the Balance Sheet or the Financial
Statements proves to be an over-provision (other than to the extent the
over-provision would arise or be increased as a result of any retrospective
change in the law after Completion or by any Post-Completion Relief),  the Purchasers shall promptly give details of such
corresponding saving or over-provision by written notice to the Sellers.  5.2The Sellers may
at their own cost and expense at any time instruct the relevant Acquired Companys
auditors to determine in writing the extent of any corresponding saving or
over-provision (whether or not details have been notified to the Sellers in
accordance with paragraph 5.1 of this Schedule).  If such auditors determine that a
corresponding saving or over-provision has arisen, an amount equal to the value
(as so determined in writing) of the Relevant Percentage of such corresponding
saving or over-provision:  91


(a)shall be set off
against any payment then due from the Sellers to the Purchasers under this
Schedule or for breach of paragraph 20 of Schedule 5 (The Sellers
Warranties); and  (b)to the extent
there is any excess, such excess shall be set against any payment(s) already
made or subsequently due under this Schedule or for breach of paragraph 20
of Schedule 5 (The Sellers Warranties) in
chronological order until exhausted, provided that to the extent that
such corresponding saving or over-provision is set-off against any payment
already made by the Sellers, it shall promptly be repaid by the Purchasers to
the Sellers.  5.3If a written
determination has been issued as referred to in paragraph 5.2 of this
Schedule or this paragraph 5.3, the Sellers or the Purchasers may, on or
before the sixth anniversary of Completion, request the relevant Acquired
Companys auditors:  (a)to review (at the
expense of the Party requesting the review, or where a payment becomes due
under paragraph 5.4 of this Schedule, at the expense of the Party which is
required to make such payment under such paragraph 5.4) such written
determination in the light of all relevant circumstances at the time of the
review; and  (b)to determine in
writing whether in the light of such circumstances the original written determination
should be amended.  5.4If the new
written determination referred to at paragraph 5.3 of this Schedule states
that the original written determination should be amended, an adjusting payment
equal to the difference between the sum in the original written determination
and the sum in the amended written determination shall be made by the Sellers
or the Purchasers (as appropriate) as soon as reasonably practicable.  6.Recovery from Third
Parties  6.1If an Acquired
Company is entitled to recover from any Person (other than the Purchasers or
another Acquired Company or any employee of an Acquired Company, but including
any Tax Authority) any sum in respect of any Tax Liability to which
paragraph 2.1 of this Schedule applies (or which relates to a breach of
paragraph 20 of Schedule 5 (The Sellers Warranties)),
the Purchasers shall procure that the Acquired Company shall:  (a)promptly notify
the Sellers of all relevant details concerning such entitlement after such
Acquired Company becomes aware thereof;  (b)take all
appropriate steps to enforce recovery under such entitlement (if so required by
the Sellers and at the Sellers expense);  (c)keep the Sellers
fully informed of the progress of any such action for the purpose of making
recovery in accordance with this paragraph 6.1; and  (d)promptly pay to
the Sellers the sum equal to the lesser of (after taking into account all costs
and expenses incurred in making any recovery to the extent that such costs and
expenses have not already been recovered from the Sellers):  (i)any amount so
recovered (together with an amount equal to any interest payment or repayment
supplement received by the Acquired Company in connection with the recovery);
and  92


(ii)the amount
already paid by the Sellers in respect of such Tax Liability under
paragraph 2.1 of this Schedule or for breach of paragraph 20 of
Schedule 5 (The Sellers Warranties).  6.2If any amount
recovered (the Recovered Amount)
by any Acquired Company in accordance with paragraph 6.1 of this Schedule
exceeds any payment made to the Sellers under paragraph 6.1(d) (the Payment Amount) then an amount
equal to the difference between the Payment Amount and the Recovered Amount
shall be set off against the liability of the Sellers in respect of any future
claims under this Schedule or for breaches of paragraph 20 of Schedule 5 (The Sellers Warranties).  7.Conduct of Pre-Completion
Tax Affairs  7.1In respect of the
Acquired Companies which are United States persons within the meaning of Section 7701(a)(30)
of the Code (United States Persons),
subject to the following provisions of this paragraph 7, the Sellers or
their duly authorised agent shall, in respect of all accounting, or taxable
periods, ending on or before the Balance Sheet Date (the 2006
Return Period):  (a)have the
exclusive obligation and authority to prepare and file or cause to be filed the
Returns of the Acquired Companies which are United States Persons for the 2006
Return Period;  (b)prepare on behalf
of the Acquired Companies which are United States Persons all claims,
elections, surrenders, disclaimers, notices and consents relating to Tax for
the 2006 Return Period; and  (c)deal with all
matters relating to Tax which concern or affect the Acquired Companies which
are United States Persons, including all negotiations and correspondence with
any Tax Authority and the making of any agreements relating to Tax.  7.2In respect of the
Acquired Companies which are United States Persons, subject to the following
provisions of this paragraph 7, the Sellers or their duly authorised agent
shall, in respect of all accounting, or taxable periods, beginning after the
Balance Sheet Date and ending on or before Completion (including where required
by law or where the Seller or the Acquired Company has the ability to so elect,
any short accounting period ending on Completion) (the Sellers
Return Period):  (a)prepare on a
timely basis and file within applicable time limits (taking into account any
extensions permitted by law) the Returns of the Acquired Companies which are
United States Persons for the Sellers Return Period which, with respect to any
Acquired Company that is included in any Federal and Consolidated Return for a
Pre-Completion Period, shall be a pro-forma Return (each such Return, a Pro-Forma Return);  (b)prepare on a
timely basis and file within applicable time limits (taking into account any
extensions permitted by law) on behalf of the Acquired Companies which are
United States Persons all claims, elections, surrenders, disclaimers, notices
and consents relating to Tax for the Sellers Return Period; and  (c)deal with all
matters relating to Tax which concern or affect the Acquired Companies which
are United States Persons, including all negotiations and correspondence with
any Tax Authority and the making of any agreements relating to Tax provided the
making of such agreement does not materially increase the Liability to Tax of
the Acquired Companies in subsequent periods.  93


7.3The Purchasers
shall and shall procure that each Acquired Company which is a United States
Person shall provide the Sellers with such assistance, information and access
to documents and records of or relating to an Acquired Company which is a
United States Person that is reasonable and necessary to enable the Sellers to
prepare the Returns for the 2006 Return Period and/or the Sellers Return
Period.  7.4The Sellers or
their duly authorised agent shall in respect of the Sellers Return Period:  (a)deliver all Tax
Documents which have been prepared in accordance with paragraph 7.2 of
this Schedule to the Purchasers in draft form at least twenty-five
(25) Business Days prior to their intended submission to a Tax Authority
in order to allow the Purchasers to comment on the Tax Documents in accordance
with paragraph 7.5 of this Schedule;  (b)deliver a copy of
all correspondence, or a note of any other communication, which it receives
from or has with a Tax Authority to the Purchasers within ten (10) Business
Days of receipt of that correspondence or communication from the Tax Authority
insofar as it is relevant to the Tax Documents; and  (c)inform the
Purchasers in writing of the content of all material discussions,
correspondence or other communication which it is intending to have with or
submit to any Tax Authority insofar as it is relevant to the Tax Documents at
least fifteen (15) Business Days prior to the intended discussion or
submission of the correspondence or other communication (in each case, an Intended Communication) in order
to allow the Purchasers to comment on the content of the Intended Communication
in accordance with paragraph 7.5 of this Schedule.  7.5The Purchasers
shall be entitled to comment on all Tax Documents and Intended Communications
delivered to them under paragraph 7.4 of this Schedule which such comments
shall be made within ten (10) Business Days of the date of receipt of the
Tax Documents or Intended Communications. 
The Sellers shall take into account any reasonable comments made by the
Purchasers in such Tax Documents or Intended Communications.  To the extent that there is a disagreement
between the parties as to the reasonableness of any comments made by the
Purchasers, the Purchasers and Sellers agree to consult in good faith, it being
understood that any such disagreement shall be resolved in a manner consistent
with past practices with respect to such matters unless otherwise required by
Applicable Law and provided that such practices are lawful and in
accordance with generally accepted accounting principles or generally accepted
Tax practice and provided further that the Tax Documents or Intended
Communications shall be required to be true and accurate in all material respects.  7.6The Sellers or
their duly authorised agent shall deliver all Tax Documents which have been
prepared pursuant to paragraph 7.4 of this Schedule and which are required
to be signed by or on behalf of an Acquired Company which is a United States Person
to such Acquired Company for authorisation and signing no later than ten (10) Business
Days before the expiry of any time limit in relation to any Tax Document
(subject to the Purchasers having provided any comments under
paragraph 7.5 of this Schedule within the time period specified
therein).  Notwithstanding the foregoing,
and in the absence of any disagreement, where the Sellers are in breach of
their obligations under paragraph 7.4 the Purchasers shall, where permitted by
law, be entitled to: (i) submit a Tax Document at any time after
twenty-five (25) Business Days from the date on which comments on such Tax
Document were due to be delivered to the Sellers in accordance with paragraph
7.5 of this Schedule; and (ii) submit any Intended Communication at any
time after fifteen (15) Business Days from the date on which comments on the
Intended Communication were due to be delivered to the Sellers in accordance
with paragraph 7.5 of this Schedule.  94


7.7Any costs
incurred by the Purchasers or an Acquired Company (as the case may be) in
respect of the reviewing of or commenting on the Tax Documents and Intended
Communications shall be for the Purchasers or the relevant Acquired Companys
account (as the case may be).  Where the
Sellers are in breach of their obligations under paragraph 7.4 of this
Schedule, any costs incurred by the Purchasers or an Acquired Company (as the
case may be) in respect of the preparation and submission of the Tax Documents
and Intended Communications shall be for the Sellers account.  Any costs incurred by the Sellers in
preparing and submitting the Tax Documents or Intended Communications shall be
for the Sellers account.  7.8In respect of all
accounting or taxable periods other than the 2006 Return Period, the Sellers
Return Period or the Purchasers Return Period, the Purchasers shall have the
sole conduct of the preparation and submission to the relevant Tax Authority of
the Returns, all correspondence relating to and agreement of the Tax
liabilities of the Acquired Companies and all negotiations relating to such
matters.  Notwithstanding the foregoing,
prior to the filing of any Return with respect to any taxable period beginning before
Completion and ending after Completion (the Overlap
Period) and no later than twenty-five (25) Business Days
prior to the due date for filing of such Return, the Purchasers shall provide
the Sellers with notice, which notice shall include a draft of such
Return.  No later than ten (10) Business
Days prior to the due date for filing of such Return, the Sellers shall notify
the Purchasers of any comments and amendments which it wishes to make to such
Return and the Purchasers shall take into account such reasonable comments and
amendments.  Any disagreement between the
parties shall be dealt with in accordance with the principles of paragraph 7.5
of this Schedule.  7.9For purposes of
this Agreement, Taxes related to an Overlap Period shall be apportioned between
the Pre-Completion Period and the Post-Completion Period as follows: (i) in
the case of Taxes other than income, sale and use and withholding Taxes, on a
per-diem basis and (ii) in the case of income, sales and use and
withholding Taxes, as determined from the books and records of the Sellers
and/or the Acquired Companies as though the taxable year of the Sellers and/or
the Acquired Companies terminated at the close of business on the Completion
Date.  7.10In respect of the
Acquired Companies which are not United States Persons, subject to the
following provisions of this paragraph 7, the Purchasers or their duly
authorised agent shall, in respect of all accounting, or taxable periods,
ending on or before Completion (including where required by law or where the
Seller or Acquired Company has the ability to so elect, any short accounting
period ending on Completion) (the Purchasers Return Period):  (a)prepare on a
timely basis and submit the Returns of the Acquired Companies, which are not
United States Persons, for the Purchasers Return Period to the extent that the
same shall not have been prepared and filed before Completion;  (b)prepare and
submit on behalf of the Acquired Companies, which are not United States
Persons, all claims, elections, surrenders, disclaimers, notices and consents
relating to Tax consistent with past practices for the Purchasers Return
Period to the extent that the same shall not have been prepared and submitted
before Completion; and  (c)deal with all
matters relating to Tax which concern or affect the Acquired Companies, which
are not United States Persons, including all negotiations and correspondence
with any Tax Authority and the making of any agreements relating to Tax.  7.11The Sellers shall
provide the Purchasers with such assistance, information and access to
documents and records relating to any Acquired Company which are within the
possession or  95


control of the Sellers, that is reasonable and
necessary to enable the Purchasers to prepare the Tax returns for the
Purchasers Return Period.  7.12The Purchasers or
their duly authorised agent shall in respect of the Purchasers Return Period:  (a)deliver all Tax
Documents which have been prepared in accordance with paragraph 7.10 of
this Schedule to the Sellers in draft form at least twenty-five
(25) Business Days prior to their intended submission to a Tax Authority
in order to allow the Sellers to comment on the Tax Documents in accordance
with paragraph 7.13 of this Schedule;  (b)deliver a copy of
all correspondence, or a note of any other communication, which the Purchasers
receive from or have with a Tax Authority to the Sellers within ten (10) Business
Days of receipt of that correspondence or communication from the Tax Authority
insofar as it is relevant to the Tax Documents; and  (c)inform the
Sellers in writing of the content of all material discussions, correspondence
or other communication which it is intending to have with or submit to any Tax
Authority insofar as it is relevant to the Tax Documents at least fifteen
(15) Business Days prior to the intended discussion or submission of the
correspondence or other communication (in each case, an Intended Communication)
in order to allow the Sellers to comment on the content of the Intended
Communication in accordance with paragraph 7.13 of this Schedule.  7.13The Sellers shall
be entitled to comment on all Tax Documents and Intended Communications
delivered to them under paragraph 7.12 of this Schedule and such comments
shall be made within ten (10) Business Days of the date of receipt of the
Tax Documents or Intended Communications. 
The Purchasers shall take into account any reasonable comments made by
the Sellers in such Tax Documents or Intended Communications.  To the extent that there is disagreement
between the parties as to the reasonableness of any comments made by the
Sellers, the Purchasers and the Sellers agree to consult in good faith, it
being understood that any such disagreement shall be resolved in a manner
consistent with past practices with respect to such matters unless otherwise
required by Applicable Law and provided that such practices are lawful
and in accordance with generally accepted accountancy principles or generally
accepted Tax practice and provided further that the Tax Documents or
Intended Communications shall be required to be true and accurate in all
material respects.  Notwithstanding the
foregoing, and in the absence of any disagreement, the Purchaser shall be entitled
to: (i) submit a Tax Document at any time after
twenty-five (25) Business Days from the date on which such Tax
Document was delivered to the Sellers in accordance with paragraph 7.12(a) of
this Schedule; and (ii) submit any Intended Communication at any time
after fifteen (15) Business Days from the date on which the Intended
Communication was delivered to the Sellers in accordance with
paragraph 7.12(c) of this Schedule.  8.Conduct of Claims for Tax  8.1If the Purchasers
or any Acquired Company becomes aware of a Claim for Tax which may give rise to
a Tax Liability for which the Sellers might be liable under paragraph 2 of
this Schedule or for breach of paragraph 20 of Schedule 5 (The Sellers Warranties), the Purchasers shall give written
details of the relevant matters to the Sellers as soon as reasonably
practicable and in any case involving an assessment with a time limit for
appeal and where such appeal has not already been lodged by the Purchasers or
an Acquired Company at least fifteen (15) Business Days before the expiry
of that time limit and the Sellers shall be entitled, at the Sellers expense,
to resist such Claims for Tax for and on  96


behalf and in the name of the relevant Acquired
Company, in each case, subject to the remaining provisions of this
paragraph 8.  8.2The Purchasers
shall (and, where relevant, shall procure that each relevant Acquired Company
will):  (a)take such action
as the Sellers may reasonably request in writing to avoid, dispute, defend,
resist, appeal or compromise any Claim for Tax (a Disputed
Claim), subject to the Sellers agreeing (to the Purchasers
reasonable satisfaction) to indemnify the Purchasers or the relevant Acquired
Company (as applicable) against any reasonable out-of-pocket costs which it may
suffer or incur as a result of taking such action;  (b)make available to
the Sellers such employees of the relevant Acquired Company or the Purchasers
as the Sellers may reasonably require and all such information as may be
available and as may reasonably be requested by the Sellers for avoiding,
disputing, resisting, appealing, compromising or contesting any such Claim for
Tax; and  (c)not accept or pay
or compromise any such Claim for Tax without the Sellers prior written
consent, such consent not to be unreasonably withheld or delayed; and  (d)not be required
to take any action which it can reasonably demonstrate would materially
increase the Liability to Tax of any Acquired Company in subsequent periods.  8.3The Sellers
shall:  (a)keep the Purchasers
fully informed of all relevant matters known to them or the Sellers relevant
advisers concerning any Disputed Claim;  (b)provide the
Purchasers with copies of all relevant documents in the Sellers possession or
control in relation to any Disputed Claim;  (c)not transmit to a
Tax Authority any material communication pertaining to the dispute and in
particular no proposal for a consent to any settlement or compromise without
the same having been submitted to and approved by the Purchasers, such approval
not to be unreasonably withheld or delayed;  (d)save where such
Claim for Tax relates to the Brazilian Dispute, not be entitled to resist any
such Claim for Tax to the extent that it would involve the Purchasers or any
relevant Acquired Company contesting a Disputed Claim beyond the first
appellate body (excluding the Tax Authority which has made the Disputed Claim)
in the jurisdiction concerned unless Tax counsel of appropriate seniority and
experience appointed by the Sellers, confirms that (taking into account, among
other things, the quantum of the relevant liability, the technical issues
relevant to the Disputed Claim and the likelihood of the Sellers successfully
challenging such Claim for Tax) it would be reasonable for the Sellers to
pursue that course of action.  8.4If the Sellers do
not request the relevant Acquired Company to take any action within thirty
(30) Business Days following the Sellers receipt of written details
relating to the Claim for Tax from the Purchasers in accordance with
paragraph 8.2 of this Schedule, the Purchasers or any relevant Acquired
Company shall be free to pay or settle the Claim for Tax on such terms as it
may in its absolute discretion consider appropriate.  97


9.Payment of Disputed Claims  In respect of a Disputed Claim, the Sellers shall
pay any required sum under paragraph 2 of this Schedule within thirty
(30) days following settlement, compromise or abandonment of the Disputed
Claim unless the action requested by the Sellers pursuant to paragraph 7.3
of this Schedule cannot be taken prior to the Tax the subject matter of the
Disputed Claim being paid (in which case, an amount equal to that amount of Tax
(a Disputed Tax Payment) shall be
paid by the Sellers promptly upon receipt by the Sellers of a written notice
from the Purchasers for that amount). For the avoidance of doubt, if the
Sellers are required to make a Disputed Tax Payment and the Disputed Claim is
settled or compromised for a lesser sum than the amount of the Disputed Tax
Payment, the difference between the Disputed Tax Payment and the amount at
which the Disputed Claim is settled or compromised shall be treated as an
amount to which paragraph 6 of this Schedule applies.  10.Transfer Taxes  The Purchasers shall be responsible for, and shall
pay or cause to be paid all stamp, transfer documentary, sales and use, VAT,
registration and other similar taxes and fees (including any penalties and
interest) incurred as a consequence of the transfer of any shares in the
Acquired Companies pursuant to this Agreement (collectively, the Transfer Taxes), other than any
Transfer Taxes which arise as a consequence of the making of a section 338(h)(10) election.  11.Section 338(h)(10)  11.1Notwithstanding
anything herein to the contrary, the US Seller and the Purchasers (or the
appropriate subsidiary thereof) shall jointly complete and make a timely
section 338(h)(10) election with respect to the US Company and each
of the eligible members of the US Acquired Group on Form 8023 or in
such other manner as may be required by rule or regulation of the
U.S. Internal Revenue Service and shall jointly make an election in the
manner required under any analogous provisions of state or local law with
respect to the US Company and each of the eligible members of the
US Acquired Group.  The
US Seller and the Purchasers shall prepare Form 8023 and all such
forms as are required as attachments to Form 8023 (and all forms under
analogous provisions of state or local law) in accordance with applicable Tax
laws.  Such duly executed and completed
forms as are required to be filed under Section 338(h)(10) of the
Code (and analogous provisions of state or local law) shall be delivered by the
US Seller and Purchasers to each other.  11.2The
US Seller and the Purchasers agree to use commercially reasonable efforts
to perform or cause to be performed on or prior to the Completion Date:  (i) an initial valuation of assets of
the US Company and the eligible members of the US Acquired Group for
purposes of Section 338 of the Code; (ii) a computation of the
aggregate deemed sale price (ADSP) (as
defined under U.S. Treasury Regulations Section 1.338-4) with respect
to the US Company and each of the eligible members of the US Acquired
Group; and (iii) an allocation of ADSP of the US Company and the
eligible members of the US Acquired Group for purposes of Section 338
of the Code (collectively, the 338 Valuations and
Allocations).  11.3If the
US Seller and the Purchasers agree upon the 338 Valuations and
Allocations on or prior to the Completion Date, then such 338 Valuations
and Allocations shall be used for purposes of all relevant Returns, reports and
filings, and neither the Seller nor the Purchasers shall take any position that
is inconsistent therewith.  11.4If the
US Seller and the Purchasers cannot agree upon the 338 Valuations and
Allocations on or prior to the Completion Date, then the first public
accounting firm of any of Deloitte, Ernst & Young, KPMG or
PriceWaterhouseCoopers in alphabetical order that is not currently serving as
the auditor of any of the US Seller, any US Company or the Purchasers
(or as  98


otherwise agreed between the US Seller and the
Purchasers) shall be selected to determine the 338 Valuations and
Allocations.  The 338 Valuations and
Allocations determined by such independent public accounting firm shall be
final and binding.  The fees and expenses
incurred with respect to the independent public accounting firm performing the
338 Valuations and Allocations shall be allocated fifty per cent.
(50%) to the US Seller and fifty per cent. (50%) to the
Purchasers.  The 338 Valuations and
Allocations determined pursuant to this paragraph 10.4 shall be used for
purposes of all relevant Returns, reports and filings, and neither the
US Seller nor the Purchasers shall take any position that is inconsistent
therewith.  11.5This Agreement
shall constitute the US Companys plan of complete liquidation for
purposes of Section 332 of the Code.  11.6Except as
provided in paragraph 11.1 of this Schedule, the Purchasers shall not make
any election under Section 338 of the Code.  12.Retention of Records  12.1The Purchasers
shall and shall cause the Acquired Companies to, until the seventh
(7th) anniversary of the Completion Date or such later date as provided in
paragraph 12.2 of this Schedule, retain all books, records and other
documents pertaining to the businesses of the Acquired Companies in existence
on the Completion Date and in accordance with paragraph 8.3(b) of
this Schedule or as otherwise requested by the Sellers to make the same
available for inspection and copying by, and at the expense of, the Sellers or
any Affiliate or representative of the Sellers during reasonable business
hours, upon reasonable request and upon reasonable notice.  No such books, records or documents shall be
destroyed after the seventh (7th) anniversary of the Completion Date by
the Purchasers or any of the Acquired Companies without first advising the
Sellers in writing and giving the Sellers a reasonable opportunity to obtain
possession thereof.  12.2If any Claim for
Tax is outstanding on the seventh (7th) anniversary of the Completion
Date, the Purchasers shall, and shall cause the Acquired Companies to, retain
all such books, records and other documents referred to in paragraph 12.1
of this Schedule until such Claim for Tax has been finally agreed or settled.  99


SCHEDULE
9  ADDITIONAL
COVENANT  1.Definitions and
Interpretation  In this Schedule, words and expressions defined in
Schedule 1 (Definitions and Interpretation) shall have the same meanings when
used herein.  In addition, in this
Schedule:  DOJ means the
United States Department of Justice;  Report means
the report entitled Due Diligence Review Report  ABB Lummus Use of
Intermediaries dated 20 August 2007 and made available to CB&Is
attorneys on 21 August 2007 at the Washington, D.C. offices of W&C,
together with such report as updated, supplemented and amended from time to
time by or at the direction of the relevant member(s) of the ABB Group;
and  SEC means the
United States Securities and Exchange Commission.  2.Covenant  2.1Following
Completion, the Sellers shall pay to the Purchasers from time to time such sums
as would, if paid to an Acquired Company or any other member of the CB&I
Group (including the Purchasers), indemnify and keep indemnified that company
against:  (a)any and all
fines, other financial penalties and disgorgement of profits or revenues
imposed by the DOJ, the SEC or any other Governmental Entity on any Acquired
Company or any other member of the CB&I Group;  (b)ninety (90)
percent of any consultant, monitoring or other similar out-of-pocket costs or
expenses reasonably incurred by any Acquired Company or any other member of the
CB&I Group upon the requirement of any Governmental Entity;  (c)any damages
payable by any Acquired Company pursuant to any Contract, and any other damages
payable by such Acquired Company or any other member of the CB&I Group in
respect of any claim (whether in tort or otherwise) made by any Person in
relation to any action derived from or arising under or out of such Contract;
and  (d)any cancellation
or termination fee payable by any Acquired Company on termination of any
Contract by any counterparty thereto (or, in the case of a Contract with an
agent or intermediary, by such Acquired Company),  to the extent that the same arise from any act or
omission constituting a violation by any Acquired Company of any Applicable Law
concerning contributions, gifts or other inducement payments (including in
particular any violation of the Foreign Corrupt Practices Act of the United
States (as amended from time to time) through any payment to an intermediary)
where such act or omission occurred prior to Completion and is of the nature of
the issues identified in the Report, whether or not any such indemnity (if
given to any Acquired Company itself) would be invalid under any Applicable
Law, whether as a result of public policy issues or otherwise; provided that,
where such indemnification is in respect of a fine, other financial penalty or
disgorgement of profits or revenues, costs or damages payable by an Acquired
Company which is not a wholly-owned subsidiary of another Acquired Company, the
Sellers shall only be liable for such percentage of the amount which, but for
this proviso would be indemnifiable hereunder, is equal to the percentage
shareholding  100


(whether direct or indirect) of the US Seller or the
NL Seller, as the case may be, in the relevant Acquired Company.  2.2Following
Completion, the Sellers shall further pay to the Purchasers from time to time
such sums as would, if paid to an Acquired Company or any other member of the
CB&I Group (including the Purchasers), indemnify and keep indemnified that
company against ninety (90) percent of any external legal fees and expenses
reasonably incurred by any Acquired Company or any other member of the CB&I
Group:  (a)in complying with
any requests made by the DOJ, the SEC or any other Governmental Entity of any
Acquired Company or any other member of the CB&I Group in connection with
payments to intermediaries and other issues and subject matter identified in
the Report; and  (b)in defending any
claims brought by the DOJ, the SEC or any other Governmental Entity against any
current and former director, officer, employee, agent or distributor of any
Acquired Company in connection with payments to intermediaries and other issues
and subject matter identified in the Report, to the extent that any Acquired
Company is obliged, as of the Completion Date, to meet such legal fees and
expenses,  providedthat, where such
indemnification is in respect of external legal fees or expenses incurred by an
Acquired Company which is not a wholly-owned subsidiary of another Acquired
Company, the Sellers shall only be liable for such percentage of the amount
which, but for this proviso would be indemnifiable hereunder, is equal to the
percentage shareholding (whether direct or indirect) of the US Seller or the NL
Seller, as the case may be, in the relevant Acquired Company; provided further
that, in no event shall the Sellers liability under paragraphs 2.2(a) and
(b) above exceed ten million dollars ($10,000,000) in aggregate.  2.3For the avoidance
of doubt, the indemnification provided in paragraphs 2.1 and 2.2 above shall
not apply to:  (a)any loss of
profit arising from the termination of any Contract, or from the suspension or
debarment from any contracting privileges; or  (b)any legal fees or
expenses incurred by any Acquired Company or any other member of the CB&I
Group beyond those expressly stated at paragraph 2.2.  3.Access to
Information  3.1From the date
hereof to Completion, the Sellers shall cause each Acquired Company to afford
to the Purchasers and their attorneys such reasonable access as they may from
time to time reasonably request, during normal business hours, to the personnel
and books and records of the Acquired Group, as well as legal, compliance and
audit employees of the ABB Group and the outside advisors and consultants of
the ABB Group and the Acquired Group, for the purposes of enabling the
Purchasers to gain a better understanding of, and the likely impact of, the
issues and subject matter identified in the Report, so as better to place the
Purchasers in a position to ensure that any violation by any Acquired Company
of any Applicable Law concerning contributions, gifts or other inducement
payments (including in particular the Foreign Corrupt Practices Act of the
United States (as amended from time to time)) do not continue following
Completion.  3.2Forthwith upon
the execution of this Agreement, the Sellers shall deliver to the Purchasers a
copy of the report entitled Due Diligence Review Report  ABB Lummus Use of
Intermediaries dated 20 August 2007 and made available to CB&Is
attorneys on 21 August  101


2007 at the Washington, D.C. offices of
W&C.  On Completion, the Sellers
shall deliver to the Purchasers a copy of all updates, supplements and
amendments thereto.  3.3All information
made available pursuant to paragraph 3.1 above will be dealt with in accordance
with the terms of the Common-Interest Arrangement dated as of 20 August 2007
between ABB (on behalf of itself and its relevant subsidiaries and affiliates)
and CB&I (on behalf of itself and its subsidiaries and affiliates) and the
Report (delivered pursuant to paragraph 3.2 above) will be dealt with in
accordance with the terms of a substitute or amended continuing common-interest
arrangement to be entered into allowing the Purchasers to retain a copy of the
Report.  4.Co-operation  4.1The Purchasers
are aware that members of the ABB Group intend to make a voluntary disclosure
to the DOJ and the SEC regarding payments to intermediaries relating to foreign
government contracts identified in the Report. 
To facilitate such voluntary disclosure and subsequent co-operation,
following Completion the Purchasers shall co-operate, and shall procure that
the Acquired Group co-operates, with reasonable requests made by the relevant
members of the ABB Group to enable such members of the ABB Group to continue,
after Completion, their investigation into the payments to intermediaries
identified in the Report.  Without
prejudice to the generality of the foregoing, the Purchasers shall:  (a)notify the
Sellers promptly in writing upon the Purchasers learning of the existence of
any material information which the Purchasers reasonably conclude, after having
made inquiries with the relevant Acquired Companies, could potentially relate
to the payments to intermediaries and other issues and subject matter
identified in the Report;  (b)procure the
Acquired Group to retain, maintain and preserve all information (including
documents, books, records, accounts, papers, electronic data and other
information in tangible or intangible form) in the possession, custody or
control of the Acquired Group potentially related to the payments to
intermediaries and other issues and subject matter identified in the Report,
including continuation of the records-retention instructions identified in the
Report, and preserving all relevant electronic data, such as hard drives and
back-up tapes of e-mail, server, financial, and other electronic files;  (c)procure the
Acquired Group to provide the Sellers with access to all information (including
documents, books, records, accounts, papers, electronic data and other
information in tangible or intangible form) in the possession, custody or
control of the Acquired Group potentially related to the payments to
intermediaries and other issues and subject matter identified in the Report
and, upon the Sellers request, provide copies of any such information in
tangible form;  (d)use all
reasonable endeavours, and procure that the Acquired Group uses all reasonable
endeavours, to secure the co-operation of any current and former directors,
officers, employees, agents, distributors, attorneys, outside consultants and
members of internal audit who may have knowledge potentially related to the
payments to intermediaries and other issues and subject matter identified in
the Report;  (e)refrain, and
procure that the Acquired Group refrains, from disclosing to any third party
any information potentially related to the payments to intermediaries and other
issues and subject matter identified in the Report in the absence of the
Sellers prior written consent, except as otherwise required by Applicable Law
or the rules or regulations of the SEC or any Governmental Entity;  102


(f)consult, and
procure that the Acquired Group consults, with the Sellers prior to the
Acquired Companies mounting any defence, agreeing to any settlement or entering
into any negotiations concerning any allegation, claim or suit brought by the
DOJ, the SEC or any other any third party related to the payments to
intermediaries and other issues and subject matter identified in the Report;  (g)consult, and
procure that the Acquired Group consults, with the Sellers regarding any
disciplinary actions contemplated against any current and former directors,
officers, employees, agents, distributors, attorneys, outside consultants and
members of internal audit as a result of their possible involvement in the
payments to intermediaries identified in the Report or their failure to
co-operate with the relevant members of the ABB Group in accordance with the
terms of this paragraph 4.1; and  (h)abide by the
Sellers instructions as to whether to assert or waive the Sellers  potential attorney-client privilege or
work-product immunity with respect to communications and materials related to
the payments to intermediaries and other issues and subject matter identified
in the Report,  providedthat,
notwithstanding the foregoing, the Purchasers shall not be deemed to be in
default under this paragraph 4.1 to the extent that its failure to procure any
such matter as is referred to above in this paragraph 4.1 is attributable to
any deliberate wrong-doing by any employee of any Acquired Company.  4.2Save as may be
required by any Governmental Entity, members of the ABB Group, at their own
cost, shall have exclusive authority to investigate, respond to, defend,
litigate and settle any and all allegations, inquiries, proceedings, claims,
charges, indictments and suits that may give rise to an obligation to indemnify
under paragraphs 2.1 or 2.2 above.  The
Sellers undertake to the Purchasers that the ABB Group will pursue such matters
diligently.  4.3Subject to
paragraph 4.2, the Purchasers shall use, and, following Completion, shall
procure that the Acquired Group uses, all reasonable endeavours to mitigate any
potential liabilities that may give rise to an obligation to indemnify under
paragraphs 2.1 or 2.2 above  provided
that, again, notwithstanding the foregoing, the Purchasers shall not be deemed
to be in default under this paragraph 4.3 to the extent that its failure to procure
that the Acquired Group uses, all reasonable endeavours to mitigate any
potential liabilities that may give rise to an obligation to indemnify under
paragraphs 2.1 or 2.2  is attributable to
any deliberate wrong-doing by any employee of any Acquired Company.  4.4The Purchasers
undertake to the Sellers that, if the Purchasers (or either of them), or any
member of the CB&I Group, sells, distributes or otherwise transfers to any
third Person all or a substantial portion of the Acquired Group or the Business,
then the Purchasers shall procure that the transferee first agrees in writing,
in favour of the Sellers and each other relevant member of the ABB Group, to be
bound by the provisions of this paragraph 4, mutatis mutandis, on the basis
that references in this paragraph 4 to the Purchasers shall be deemed to be
(or to include, as applicable) references to such transferee.  5.Termination  5.1Neither Seller
shall be liable in respect of any claim under paragraphs 2.1 or 2.2 above
unless such claim is made by notice in writing to the Sellers, specifying with
particularity the matter giving rise to the claim and the Governmental Entity
involved, prior to the seventh anniversary of the Completion Date.  5.2Neither Seller
shall be liable for any claim under paragraphs 2.1 or 2.2 above with respect to
any Acquired Company or any other member of the CB&I Group after such
Acquired  103


Company or other member of the CB&I Group has
ceased to be an Affiliate of CB&I and the Sellers liability, if any, in
respect of any such claim that is then outstanding shall be immediately
extinguished upon such Acquired Company or other member of the CB&I Group
ceasing to be an Affiliate of the Purchasers; provided that the foregoing shall
not apply if the Sellers have approved the identity of the proposed transferee(s) (which
approval shall not be unreasonably withheld or delayed).  104


EXECUTION  ABB HOLDINGS B.V. acting by:  /s/ Francois ChampagneName: Francois ChampagneHolder of a
  power of attorney/s/ Ulf HoofName: Ulf HoofHolder of a
  power of attorneyABB HOLDINGS INC.acting by:/s/ Francois ChampagneName: Francois
  ChampagneAttorney-in-fact/s/ Ulf HoofName: Ulf HoofAttorney-in-factABB ASEA BROWN BOVERI LTD.acting by:/s/ Ulrich SpiesshoferName: Ulrich
  SpiesshoferHolder of a
  power of attorneyCHICAGO
  BRIDGE & IRON COMPANY N.V.By: Chicago
  Bridge & Iron Company B.V.,its Managing
  Director,By:
  /s/ Philip AshermanName: Philip
  AshermanTitle: Managing
  DirectorBy:
  /s/ Walter
  Browning  105


CHICAGO
  BRIDGE & IRON COMPANYBy:
  /s/ Philip AshermanName: Philip
  AshermanTitle:By:
  /s/ Walter
  BrowningCHICAGO
  BRIDGE & IRON COMPANY B.V.By:
  /s/ Philip AshermanName: Philip
  AshermanTitle:By:
  /s/ Walter
  Browning  106