**Exhibit 4.14**

**PROMISSORY NOTE**
| Up to $350,000,000 | Dated: April 20,  2006 |
|--------------------|------------------------|

 

FOR VALUE RECEIVED, the undersigned, ABB Inc., a corporationorganized under the laws of Delaware (“ABB Inc.”), and ABB Ltd, acompany formed under the laws of Switzerland (“ABB”) (each of ABB Inc.and ABB a “Maker” and, together, the “Makers”), hereby jointlyand severally promise to pay to the Combustion Engineering 524(g) Asbestos PITrust, a Delaware statutory trust (the “Asbestos PI Trust”), theprincipal amount of up to **THREE HUNDRED FIFTYMILLION DOLLARS ($350,000,000)** (which amount shall not accrueinterest except as otherwise specifically set forth in Section 1.4 herein) onthe dates, in the manner and subject to the conditions set forth in thisPromissory Note (this “Note”). All dollar amounts specified in this Noteare expressed in Dollars. Certain capitalized terms used herein are defined inSection 3.13 of this Note.

This Note is being issued pursuant to the Plan and the ABB andNon-Debtor Affiliate Settlement Agreement dated as of the date hereof among theMakers, ABB Holdings Inc., as successor in interest by merger to Asea BrownBoveri Inc., Combustion Engineering, Inc. and the Asbestos PI Trust, andconstitutes the “ABB Promissory Note” defined and described therein. This Noteand the obligations and indebtedness documented herein and evidenced hereby areeffective as of the Effective Date.

# 1.     **Payments**

## 1.1.  The Makers shall pay to thePermitted Holder the following amounts:

### (a)                                  FixedPayments (each, a “Fixed Payment”):

#### (i)            $50,000,000in the aggregate, payable in equal installments on the last Business Day ofeach fiscal quarter of Fiscal Year 2006 occurring after the Effective Date, provided,however, that if the Effective Date occurs on or after the last BusinessDay of the third fiscal quarter of Fiscal Year 2006, but on or before the lastBusiness Day of Fiscal Year 2006, then such $50,000,000 shall be payable infull on such last Business Day of Fiscal Year 2006;

#### (ii)           $100,000,000in the aggregate, payable in equal installments on the last Business Day ofeach fiscal quarter of Fiscal Year 2007; and

#### (iii)          $100,000,000in the aggregate, payable in equal installments on the last Business Day ofeach fiscal quarter of Fiscal Year 2008.

### (b)                                 ContingentPayments (each, a “Contingent Payment”):

#### (i)            ContingentPayment 1: a $25,000,000 payment (contingent only as to the time ofpayment), payable at the earliest of:

1

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| (A)    | 180 days after  the last Business Day of Fiscal Year 2007 if an EBIT Margin Event has  occurred in respect of Fiscal Year 2007,                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                   |
| (B)    | 180 days after  the last Business Day of Fiscal Year 2007 if ABB has declared and paid a cash  dividend in respect of Fiscal Year 2007,                |
|   |                                                                                                                                                   |
| (C)    | 180 days after  the last Business Day of any Fiscal Year after the date hereof in respect of  which the EBIT Margin is equal to or greater than 8%, or |
|   |                                                                                                                                                   |
| (D)    | the last  Business Day of Fiscal Year 2012;                                                                                                            |

 

#### (ii)           ContingentPayment 2: a $25,000,000 payment (contingent only as to the time ofpayment), payable at the earliest of:

| (A)    | 180 days after  the last Business Day of Fiscal Year 2008 if an EBIT Margin Event has  occurred in respect of Fiscal Year 2008,                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                   |
| (B)    | 180 days after  the last Business Day of Fiscal Year 2008 if ABB has declared and paid a cash  dividend in respect of Fiscal Year 2008,                |
|   |                                                                                                                                                   |
| (C)    | 180 days after  the last Business Day of any Fiscal Year after the date hereof in respect of  which the EBIT Margin is equal to or greater than 8%, or |
|   |                                                                                                                                                   |
| (D)    | the last  Business Day of Fiscal Year 2012;                                                                                                            |

#####  

#### (iii)          ContingentPayment 3: a contingent $25,000,000 payment, payable if (and only if)either of the following events occurs:

| (A)    | if an EBIT  Margin Event has occurred in respect of Fiscal Year 2009, in which case the  payment will be made 180 days after the last Business Day of Fiscal Year  2009; or                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                          |
| (B)    | if the EBIT  Margin is equal to or greater than 14.00% in respect of Fiscal Year 2010, in  which case the payment will be made 180 days after the last Business Day of  Fiscal Year 2010; and |

 
|        | (iv)   | Contingent Payment 4: a contingent  $25,000,000 payment, payable within 180 days after the last Business Day of  Fiscal Year 2010 if (and only if) an EBIT Margin Event has occurred in  respect of Fiscal Year 2010.                                                                                                                                                  |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                   |
|   | (c)    | Contingent Payments Annual Cap:  Notwithstanding anything contained in this Note, and except upon acceleration  pursuant to Section 2.2(i), the Makers shall not be obligated to make  aggregate Contingent Payments in any Fiscal Year in excess of $50,000,000  (the “Contingent Payments Annual Cap”); provided, however,  that payment of any Contingent |

###  

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### Payment amountthat is not paid because of the application of the Contingent Payments AnnualCap shall be deferred until, and paid on, the earlier of (i) 180 days after thelast Business Day of the next Fiscal Year in which the EBIT Margin Eventapplicable to such next Fiscal Year occurs; or (ii) the last Business Day of2012.

### Nothing in this Section 1.1(c) shall be construed to cause any of theContingent Payments provided for in Section 1.1(b)(iii) and (iv) to be due andpayable unless such payments are otherwise due and payable in accordance withSection 1.1(b)(iii) and (iv), as applicable.

## 1.2. Method of Payment; Payments on Business Days.  The Makers shall pay, or cause to be paid bya Permitted Payor, all amounts due hereunder in Dollars, by wire transfer ofimmediately available funds, to the account set forth in Section 3.2, or suchother account designated in writing for such payments by the Permitted Holderfrom time to time. The Permitted Holder shall designate any change to suchaccount pursuant to a written notice provided to the Makers in accordance withSection 3.2 hereof not less than 30 days before the due date for a paymenthereunder.  Whenever any payment to bemade under this Note shall be stated to be due on a day that is not a BusinessDay, notwithstanding any provision to the contrary such payment shall be due onthe next succeeding Business Day.

| 1.3. Prepayments. |
|------------------------|
|                   |   |
| (a)                    | The Makers (and any Permitted Payor) may make prepayments of all  or any portion of any amounts that will become payable under this Note at any  time before such amounts are due, without premium, penalty or discount. |
|                   |   |
| (b)                    | The Makers’ obligation to make all or any portion of any  payments under this Note may be satisfied by direct payment of such amounts  by a Permitted Payor. |
|                   |   |
| (c)                    | To the extent any amount due hereunder is timely paid by a  Permitted Payor, the Makers’ obligations in respect of the amounts paid shall  be deemed satisfied and no Event of Default shall occur hereunder in respect  of such amounts paid. |

###  

## 1.4. Default Rate. If any payment pursuant to this Section 1 due under this Note is notreceived by the Permitted Holder on the date such payment was originally due,other than as a result of the application of the Contingent Payment Annual Cap,the Makers shall pay to the Permitted Holder interest on such payment, and suchinterest shall accrue from and after the due date at a fixed rate equal to thePrime Rate plus four percent (4%) per annum (the “Default Rate”).  Interest shall continue to accrue until thepast due payment (and all interest thereon) has been paid in full and shall bepayable without demand by the Permitted Holder.

## 1.5. Guaranties. This Note, and the indebtedness and other obligations evidenced hereby,are guaranteed by guaranties made by each of (each of the following is referredto herein as a “Guarantor”) (i) ABB Asea Brown Boveri Ltd, a companyformed under the laws of Switzerland, (ii) ABB Holdings Inc., a corporationformed under the laws of Delaware, (iii) ABB Turbo Systems Holding Ltd, acompany formed under the laws of Switzerland (“Turbo”) and (iv) ABBParticipation AB, a company formed under the laws of Sweden (collectively, the

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## “Guaranties” andindividually, a “Guaranty”).  EachGuaranty, except as limited by bankruptcy law and other laws generally affectingthe rights of creditors and principles of equity, is enforceable only inaccordance with its terms, and specifically: (i) ABB Asea Brown Boveri Ltd’sGuaranty guarantees the obligations of the Makers under this Note, except thatto the extent ABB Asea Brown Boveri Ltd’s Guaranty guarantees ABB’s obligationshereunder, its enforceability is limited by applicable Swiss law; (ii) Turbo’sGuaranty guarantees the obligations of the Makers under this Note, except thatto the extent Turbo’s Guaranty guarantees the Makers’ obligations, itsenforceability is limited by applicable Swiss law; and (iii) ABB ParticipationAB’s Guaranty guarantees only the obligations of ABB under this Note. As of thedate hereof, the Asbestos PI Trust is entitled to all of the benefits providedin the Guaranties.  Each Guarantor willcease to be a guarantor for purposes of this Note upon termination of theapplicable Guaranty as explicitly permitted, and in compliance with the termsof, the applicable Guaranty.

# **2.     Eventsof Default — Remedies.**

## 2.1. Event of Default. For purposes of this Note, an “Event of Default” shall be deemed to haveoccurred if:

#### (i)            Any amount owed bythe Makers pursuant to the terms of Section 1.1 of this Note is not paid on thedue date therefor, which amount continues unpaid for ten (10) days after suchdue date;

#### (ii)           Any of theGuaranties shall (A) cease to be in full force and effect and enforceable, ineach case, in accordance with its terms for any reason whatsoever, or (B) anyGuarantor shall in writing contest or deny the validity or enforceability ofits obligations under a Guaranty; provided, however, that noEvent of Default shall occur pursuant to this Section 2.1(ii) (x) to the extentthat (A) or (B) above occur as a result of a Guarantor merging with or into,selling all or substantially all of its assets to, reorganizing, or otherwiseconsolidating with another Entity as explicitly permitted, and in compliancewith the terms of, the applicable Guaranty, or (y) as a result of a sale orother disposition of Turbo and the resulting termination of the Guarantyprovided by Turbo and Turbo’s obligations as a Guarantor, as provided inSection 17(g) of the Guaranty executed by Turbo;

#### (iii)          any materialrepresentation or warranty contained in this Note proves to have been incorrectin any material respect when made or deemed made, and the principal and accruedinterest, if any, on this Note has not been paid within 20 days after receiptof written notice of such error from the Permitted Holder;

#### (iv)          either a Maker or aGuarantor (a) becomes unable or fails to pay its debts generally as they becomedue, (b) admits in writing its respective inability to pay debts generally, or(c) makes a composition agreement with creditors or a general assignment forthe benefit of creditors;

#### (v)           any proceeding isinstituted by or against a Maker or a Guarantor (a) seeking to adjudicate itbankrupt or insolvent, or seeking reorganization, arrangement, adjustment orcomposition of it or its debts under any law relating to bankruptcy, insolvencyor

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####  

#### reorganization or reliefof debtors, or (b) seeking appointment of a receiver, trustee, or other similarofficial for it or for any substantial part of its property, or a Maker or aGuarantor takes any action to authorize or consent to any action described inthis clause (v), provided, however, with respect to any petitionfiled against a Maker or a Guarantor in any insolvency case under anybankruptcy laws, no Event of Default shall be deemed to occur unless suchpreceding is not dismissed within sixty (60) days of its filing;

#### (vi)          a Final Order shalldetermine that an Injunction Default has occurred; provided, however,that an Event of Default pursuant to this Section 2.1(vi) shall not occurunless the Asbestos PI Trust is the Permitted Holder at the time the relevantorder became a Final Order; or

#### (vii)         to the extent nototherwise provided for under clauses (i) through (vi) of this Section 2.1, anyMaker or Guarantor violates or fails to perform or observe any covenant, termor condition of this Note or the relevant Guaranty, as applicable, whichremains unremedied for a period of forty (40) days after receipt of writtennotice thereof sent by Permitted Holder to each Maker or Guarantor, asapplicable.

## 2.2. Remedies during the Continuance of an Event of Default.  (a) If an Event of Default has occurred andis continuing:

#### (i)            all paymentsprovided for under Section 1.1 hereof shall become immediately due and payableon the twentieth (20th) day after written demand by thePermitted Holder of this Note has been given to the Makers, except that

#### (A)  with respect to the event described Section 2.1(ii), ifa replacement guaranty by an Entity reasonably satisfactory to the PermittedHolder has been provided on or prior to the end of such twentieth (20th) day the payments provided forunder Section 1.1. shall not be immediately due and payable and no Event ofDefault shall be deemed to have occurred;

#### (B)  with respect to the events described in Section 2.1(iv),if an Entity reasonably satisfactory to the Permitted Holder to replace suchMaker or Guarantor has been provided on or prior to the end of such twentieth(20th) day, the payments provided for under Section 1.1. shall notbecome immediately due and payable and no Event of Default shall be deemed tohave occurred; and

#### (C)  with respect to the occurrence of the events describedin Section 2.1(v), all payments provided for under Section 1.1 shall becomeimmediately due and payable upon the occurrence thereof, without notice ordemand of any kind;

#### and provided, that with respect to the Contingent Paymentsprovided for under Sections 1.1(b)(iii) and (iv), such amounts shall only bedeemed immediately due and payable hereunder if, as of the date of the Event ofDefault, such payment is due and no longer contingent in accordance with theterms and conditions of Sections 1.1(b)(iii) and (iv) respectively;

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####  

#### (ii)           with respect to anyContingent Payment provided for under Sections 1.1(b)(iii) and (iv) that is notyet due and remains contingent in accordance with the terms and conditions ofsuch Sections 1.1(b)(iii) and (iv) as of the date of the Event of Default, thePermitted Holder may require, as of the date of the Event of Default, that theMakers or any Guarantor provide reasonable additional security for such paymentobligations (which continue notwithstanding such Event of Default), which mayinclude a letter of credit or other security reasonably acceptable to thePermitted Holder; and

#### (iii)          the PermittedHolder of this Note may take whatever action at law or in equity, includingremedies set forth in the Guaranties, that in its discretion may be necessaryor desirable to collect amounts then due and thereafter to become due, or toenforce performance and observance of any obligation, agreement or covenant ofthe Makers under this Note or of the Guarantors under the Guaranties.

### (b)           Upon the occurrence of an Event of Default, the PermittedHolder of this Note shall be entitled to recover promptly upon demand by thePermitted Holder all reasonable out-of-pocket costs and expenses (includingreasonable attorneys’ fees and expenses) incurred by the Permitted Holder orits representatives in connection with the enforcement of this Note or thetaking of any actions or the exercise of remedies (whether by law or in equity)to collect on this Note and any indebtedness evidenced hereby, or the taking ofany actions or the exercise of remedies to collect on any obligations of aMaker hereunder.

### (c)           The remedies set herein provided are cumulative with, andnot exclusive of, any remedies provided by law, in equity or otherwiseavailable pursuant to any other Plan Document.

## 2.3. Reinstatement. Notwithstanding any provision herein to the contrary, each Maker   agrees that, to the extent that any Entity(including any Permitted Payor) makes a payment or payments to the PermittedHolder on account of any amount(s) due under this Note (whether in respect ofFixed Payments, Contingent Payments, default interest, costs and expenses orotherwise), or the Permitted Holder receives any proceeds of collateral (ifany), securing any such amount(s), which payments or proceeds or any partthereof are subsequently invalidated, declared to be fraudulent orpreferential, set aside and/or required or agreed to be repaid or returned bythe Permitted Holder under any bankruptcy law, state or federal law, commonlaw, equitable cause, then, to the extent of the amount of such payments andproceeds, this Note and the indebtedness represented hereby which has beenpaid, reduced or satisfied by such amount shall be reinstated and continued infull force and effect as of the time immediately preceding such initialpayment, reduction or satisfaction.

## 2.4. Limitation on Injunction Default. An Event of Defaultpursuant to this Note will not cause or be the basis for an Injunction Defaultpursuant to the Plan if at the time such Event of Default has occurred theAsbestos PI Trust is not the Permitted Holder.

# **3.     Miscellaneous.**

## 3.1. Representations and Warranties of the Makers.

| (a) | Each Maker represents and warrants, as of the Effective Date  that the execution and delivery of this Note has been authorized by such  Maker’s board of directors, |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

###  

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|        | as required, and by any necessary vote or consent of the  stockholders of such Maker.                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (b)    | This Note is a legal, valid and binding obligation of such  Maker, enforceable in accordance with its terms, except as enforceability may  be limited by applicable bankruptcy, insolvency, reorganization, moratorium  or similar laws affecting the enforcement of creditors’ rights generally and  by general equitable principles (whether enforcement is sought by proceedings  at law or in equity).                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (c)    | The execution, delivery and performance by such Maker of this  Note does not conflict with, result in a breach of any of the provisions of,  or constitute an event of default under, the certificate of incorporation or  articles of incorporation, or the by-laws, of such Maker, or any material  contract by which such Maker is bound or any applicable material law or  material order, rule or regulation of any court or governmental agency having  jurisdiction over such Maker. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (d)    | No material order, permission, consent, approval, license,  authorization, registration or filing by or with any governmental agency  having jurisdiction over such Maker is required for the execution and  delivery of this Note, other than for such material orders, permissions,  consents, approvals, licenses, authorizations, registrations or filings that  have been obtained and are in force and effect as of the date hereof.                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (e)    | The provisions of Section 3.9 hereof (other than Section  3.9(vi)), as applied to ABB do not contravene any mandatory provisions of  applicable Swiss law to which such ABB may be subject.                                                                                                                                                                                                                                                                                                 |

###  

## 3.2. Notices.  Allnotices required or permitted under this Note must be in writing and will bedeemed to be delivered and received (i) if personally delivered or if deliveredby the United States Postal Service, facsimile or courier service, whenactually received by the party to whom notice is sent or (ii) except fornotices to ABB, if deposited with the United States Postal Service (whetheractually received or not), at the close of business on the third Business Daynext following the day when placed in the mail, postage prepaid, certified orregistered with return receipt requested, addressed to the appropriate party orparties, at the address of such party or parties set forth below (or at suchother address as such party may designate by written notice to all otherparties in accordance with this Section 3.2); provided that to be effective anynotice to ABB hereunder must also be given to ABB Inc. and any notice to ABBInc. must also be given to ABB:

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| **If to the  Permitted Holder:** Combustion  Engineering 524(g) Asbestos PI Trust:c/o L. Tersigni Consulting, P.C.1010 Summer Street, Suite 201  Stamford, CT 06905  Attn: Larry Tersigni, Managing  Trustee  Facsimile: (203) 252-2562                                                   | *copies to:*                                          | Stutzman,  Bromberg  Esserman & Plifka2323  Bryan Street, Suite 2200  Dallas, TX 75201  Attn: Sander L. Esserman  Facsimile: (214) 969-4999                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                      |                                                  |                                                                                                                                                                                          |
| **Permitted Holder’s wire info:**Transfer of Federal FundsJPMorganChase  ABA No. 021000021  A/C = 900-9-000176  BBK = JPMorganChase  A/C: Account # P87485  BNF: Combustion Engineering  Asbestos Trust                                                                              |                                                  |                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                      |                                                  |                                                                                                                                                                                          |
| **If to ABB Inc.****:**  ABB Inc.  501 Merritt 7, 6th Floor  P. O. Box 5308  Norwalk, CT 06856-5308  Attn: General Counsel/          Chief Financial Officer  Facsimile: (203) 750-2307  (if sending overnight packages  use zip code 06851) | *With copies to,  which shall not constitute notice:* | Kirkland &  Ellis LLP  Citicorp Center  153 E. 53rd Street  New York, NY 10022-4675  Attn: Theodore L. Freedman  Facsimile: (212) 446-4900                                                |
|                                                                                                                                                                                                                                                                                      |                                                  | ABB Ltd  Affolternstrasse 44  CH-8050 Zürich  Switzerland  Attn: General Counsel/          Chief Financial Officer  Facsimile: (41) 43-317-79-92 |

 

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| **If to ABB:**  Kirkland & Ellis LLP  Citicorp Center  153 E. 53rd Street  New York, NY 10022-4675  Attn: Theodore L. Freedman  Facsimile: (212) 446-4900 | *With copies to,  which shall not constitute notice:* | ABB Ltd  Affolternstrasse 44  CH-8050 Zürich  Switzerland  Attn: General Counsel/Chief                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Financial Officer                                                                                                                                             |
| Facsimile: (41)  43-317-79-92                                                                                                                                 |
|                                                                                                                                                          | * *                                              | * *                                                                                                                                                                                                |
|                                                                                                                                                          | * *                                              | **ABB Inc.**501  Merritt 7, 6th Floor  P.O. Box 5308  Norwalk, CT 06856-5308  Attn: General Counsel/Chief  Financial Officer  Facsimile: (203) 750-2307*(if sending overnight packages use zip  06851)* |

 

## 3.3. Waiver of Presentment. Etc.  Each of the Makers hereby waives acceptance,presentment and demand for payment, notice of dishonor, protest and notice ofprotest of this Note. Each Maker hereby waives the pleading of any statute oflimitations as a defense to any demand hereunder against such Maker.

## 3.4. Cancellation Upon Payment in Full. Promptly uponpayment in full of all amounts owed to the Permitted Holder hereunder, thePermitted Holder shall return this Note to either Maker marked “cancelled”, andshall otherwise execute and deliver all such documents as reasonably requestedby the Makers, at the Makers’ cost and expense, to fully document the paymentof all obligations hereunder.

## 3.5. Waivers.  Nodelay on the part of the Permitted Holder in exercising any right or remedyunder this Note or failure to exercise the same shall operate as a waiver inwhole or in part of any such right or remedy.

## 3.6. Captions.  Thecaptions of the sections and subsections of this Note have been inserted forconvenience only and shall not in any way affect the meaning or construction ofany provision of this Note.

## 3.7. Severability. If any term of this Note shall be held to be invalid, illegal orunenforceable, the validity, legality and enforceability of all other termshereof shall in no way be affected thereby.

## 3.8. Binding Nature. This Note shall be binding upon the Makers and their successors and permittedassigns and shall inure to the benefit of the Permitted Holder, and itssuccessors and permitted assigns.

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##  

## 3.9. Governing Law; Jurisdiction.

#### (i)            This Note and therights and obligations of the parties hereto shall be construed in accordancewith the laws of the State of New York, without giving effect to any choice orconflict of law provision or rule (whether of the State of New York or anyother jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of New York.

#### (ii)           With respect toclaims, suits, actions, proceedings, and other disputes arising out of, inrespect of or relating to this Note (such claims, suits, actions, proceedings,and other disputes, the “Claims”) against any Maker other than ABB, eachsuch Maker hereby irrevocably submits to the jurisdiction of the BankruptcyCourt for the District of Delaware or the United States District Court for theDistrict of Delaware (the “Courts”), or, if both such Courts are notpermitted under applicable law to exercise jurisdiction with respect to thematter in question then, at the sole election of the Permitted Holder, to thejurisdiction of any other federal or state court in the state, county and cityof New York, New York and in the County of New Castle or the city ofWilmington, Delaware.

#### (iii)          With respect toClaims against ABB, all Claims shall be resolved at the sole election of thePermitted Holder, and ABB hereby irrevocably submits for the limited purposesset forth below in this paragraph only, to the jurisdiction of, (a) if by acourt, by a court of competent jurisdiction in Zürich, except that a Claim ordispute relating to an Event of Default shall be resolved at the sole electionof Permitted Holder by the Courts, or, if both such Courts are not permittedunder applicable law to exercise jurisdiction with respect to the matter inquestion then, at the election of the Permitted Holder, in any federal or statecourt in the state, county and city of New York, New York or in the County ofNew Castle or the city of Wilmington, Delaware, or (b) pursuant to bindingarbitration under the Rules of Arbitration of the International Chamber ofCommerce by one or more arbitrators appointed in accordance with said Rules(with proceedings conducted at the election of the Permitted Holder, in Londonor New York).

#### (iv)          Subject to thepreceding paragraph, each of the parties to this Note Agreement hereby (a)submits to the jurisdiction of the courts as and for the limited purposedescribed above, and (b) agrees that any and all Claims may be brought, heardand determined in such courts.

#### (v)           Each of the Makersand the Permitted Holder agrees that venue shall be proper in such courts andhereby waives any objection or defense which it may now or hereafter have tothe laying of venue in such courts, including any of the foregoing based uponthe doctrine of *forum non conveniens*.Each of Makers and the Permitted Holder hereby agrees that all process whichmay be or be required to be served in respect of any such Claim (including anypleading, summons or other paper initiating any such suit, action, proceeding,claim or dispute) may be served upon it, which service shall be sufficient forall purposes, in the manner for the provision of notice under this Note andshall be deemed in every respect effective service of process upon such partywhen so given; provided, however, that service upon ABB of any Claim filed ineither of the Courts, or any other court in the United States or in respect ofany arbitration shall be effective only upon one of the following persons beingserviced on behalf of ABB Ltd: (a) Theodore L. Freedman, Kirkland & EllisLLP, 153 E. 53rd St., New York, New York 10022, Telefax 212-446-4900; (b) theDirector of Administration of Kirkland & Ellis LLP’s New York

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####  

#### office, Kirkland &Ellis LLP, 153 E. 53rd St., New York, New York 10022, Telefax 212-446-4900, or(c) as otherwise provided under applicable law. ABB hereby irrevocably appointsand designates the attorneys identified in (a) and (b) above as its agents forservice of process for the limited purpose stated herein.

#### (vi)          Nothing in thisSection 3.9 shall require ABB to violate any provisions of Swisscriminal law to which it may be subject.

#### (vii)         If at any time thePermitted Holder asserts that (A) the Makers have failed to make a ContingentPayment, which assertion is disputed by the Makers based upon the Makers’reasonable assertion in good faith that an EBIT Margin Event has not occurred,or in the case of any of the Contingent Payments pursuant to Section1.1(b)(i)(B) or 1.1 (b)(ii)(B), that ABB has not declared and paid a cashdividend as described therein, or, in the case of any of the ContingentPayments pursuant to Section 1.1(b)(i)(C), 1.1(b)(ii)(C) or 1.1(b)(iii)(B),that the EBIT Margin set forth therein has not been achieved or as a result ofa good faith dispute in connection with the exercise of remedies pursuant toSection 2.2; then notwithstanding anything else in this Note, the payment ofthe disputed amount will not be due hereunder (and no Injunction Default willbe deemed to have occurred as a result of the failure to make payment of suchdisputed amount) unless and until (i) the Permitted Holder and Makers agreethat such disputed amount, or any portion thereof, is due, or (ii) the PermittedHolder’s Claim with respect to such disputed amount is decided by a Final Orderof a court or arbitrator acting pursuant to this Section 3.9 against the Makers(the amount, if any, agreed upon by the Permitted Holder and the Makers ordetermined by such court or arbitrator to be due and payable to the PermittedHolder in respect of such dispute pursuant to a Final Order, as applicable, the“Disputed Payment”) in which event (x) such Disputed Payment will bedeemed due and payable for all purposes only ten (10) days after the relevantorder became a Final Order of such court or arbitrator, or after resolution ofsuch dispute by agreement of the Permitted Holder and the Makers, asapplicable; and (y) interest at the Default Rate shall accrue on the DisputedPayment from the date such Disputed Payment was originally due pursuant to thisNote without regard to any dispute (as agreed by the parties or as determinedby the Final Order of a court or arbitrator) until such Disputed Paymenttogether with interest at the Default Rate is paid in full. For the avoidanceof doubt, no Injunction Default will be deemed to have occurred as a result ofthe failure to make a payment in respect of a disputed amount, unless and untilthe corresponding Disputed Payment remains unpaid on the date set forth in (x)above.

## 3.10.        No ModificationExcept in Writing.  Neither this Notenor any provisions hereof may be waived, modified, amended, discharged orterminated except by an instrument signed by the Makers and the Permitted Holder,and then only to the extent set forth in such instrument.

## 3.11.        Gender/Number.  As used in this Note, the masculine shallinclude the feminine and neuter and vice versa; the singular shall include theplural and the plural shall include the singular, as the context may require.

## 3.12.        Non-transferable.Neither the Asbestos PI Trust nor any Permitted Holder may assign nor transferany of its rights or obligations under this Note without the prior writtenconsent of the Makers (such consent not to be unreasonably withheld,conditioned or delayed); provided, however, that (A) the AsbestosPI Trust or a Permitted Holder, as applicable, shall

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## under no circumstance(including upon the occurrence and during the continuance of an Event ofDefault) be permitted to assign or transfer less than all of the PermittedHolder’s rights and obligations under this this Note, and any assignment mustbe made in compliance with federal, state and other securities laws, (B)following any assignment or transfer by the Asbestos PI Trust, no failure byany Maker to perform any of its obligations under this Note shall cause or bethe basis for an Injunction Default; and (C) the consent of the Makers shallnot be required for any assignment or transfer consummated after the occurrenceof an Event of Default (unless the Event of Default has been cured or theeffects of such Event of Default have been expressly waived in writing).

## Anyassignment in breach of this Section 3.12 shall be null and void, and shall nottransfer any interest in this Note to any other Entity. ABB Inc. shall maintaina register on which it records the name and address of the Permitted Holder andthe principal amount of and interest, if any, on this Note from time to time.

## 3.13.        Definitions.  The following capitalized terms used hereinshall have the meanings set forth below:

“ABB” has the meaning set forth in the preamble.

“ABB Group” meansABB and its Subsidiaries from time to time.

“ABB Inc.” has the meaning set forth in the preamble.

“Asbestos PI Trust” has the meaning set forth in thepreamble.

“Business Day” means any day other than a Saturday, Sunday,or other day on which banks are authorized or required to close in New York,New York or Zürich, Switzerland.

“Claims” has the meaning set forth in Section 3.9(ii)hereof.

“Contingent Payment Annual Cap” has the meaning set forthin Section 1.1(c).

“Default Rate” has the meaning set forth in Section 1.4.

“Dollars” means the lawful currency of the United States ofAmerica.

“EBIT” means earnings before interest and taxesas reflected in the Financial Statements.

“EBIT Margin Event” shall occur with respect toa Fiscal Year if ABB’s ratio of EBIT to “revenues” for such Fiscal Year (asreflected in the corresponding line item in the Financial Statements) (suchratio, the “EBIT Margin”) is greater than or equal to (i) 8.0% in thecase of Fiscal Year 2007 and Fiscal Year 2008, (ii) 9.0% in the case of FiscalYear 2009; (iii) 9.5% in the case of Fiscal Year 2010.

“Effective Date” has the meaning set forth in the Plan.

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“Entity” means anyindividual, corporation, limited liability company, partnership, association,joint stock company, joint venture, estate, trust, unincorporated organizationor government or any political subdivision thereof, or other person.

“Event of Default” has the meaning set forth in Section 2.1hereof.

“Final Order” has the meaning set forth in the Glossary.

“Financial Statements”means the annual audited consolidated financial statements of ABB for therelevant period, prepared applying United States generally accepted accountingprinciples, as approved by the shareholders of ABB in accordance withapplicable law.

“Glossary” means theGlossary of Terms for the Plan Documents Pursuant To Combustion EngineeringInc.’s Plan of Reorganization as modified through October 7, 2005, adoptedpursuant to the Plan.

“Guaranties” hasthe meaning set forth in Section 1.5 hereof.

“Guarantor” has themeaning set forth in Section 1.5 hereof.

“Injunction Default”has the meaning set forth in the Glossary.

“Maker” or “Makers” has the meaning set forth in thepreamble.

“Note” has the meaning set forth in the preamble.

“Plan” means the Combustion Engineering, Inc.’s Plan ofReorganization as modified through October 7, 2005 as amended, supplemented, orotherwise modified from time to time in accordance with its terms, and theexhibits, and schedules to the foregoing, as the same may be in effect fromtime.

“Plan Document” has the meaning set forth in the Glossary.

“Permitted Holder”means, as of any date of determination, the Asbestos PI Trust, or any assigneethereof that has acquired all of the interests in the Note pursuant to Section3.12 hereof, as applicable on such date.

“Permitted Payor” means a Guarantor, any affiliate of aGuarantor, or any other Entity  (otherthan the Makers) acting on behalf of, or designated by, the Makers or aGuarantor, provided that Guarantor, any affiliate of Guarantor or otherEntity can make the relevant payment without such payment being subject to rescission,avoidance, return or recovery on account of applicable fraudulent transfer,preference or other similar laws, or for any other reason.

“Plan” has the meaning set forth in the Glossary.

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“Prime Rate” means as of any date of determination, therate publicly announced on such date as the daily “prime rate” by The WallStreet Journal (National Edition) for transactions in Dollars.

“revenues” means, for any Fiscal Year, the consolidatedrevenues of ABB and its subsidiaries for such Fiscal Year, as reflected in theFinancial Statements.

“Subsidiary” has the meaning set forth in the Glossary.

“Turbo” has the meaning set forth in Section 1.5 hereof.

Unless otherwise indicated, the term “including” means “includingwithout limitation”, except when used in the computation of time periods.

For purposes of the computation of time periods, whenever thisNote provides for an event to occur “within” a specified number of days of a precedingevent, it shall mean that the latter event shall occur before the close ofbusiness on the last of the specified days, and the day on which the precedingevent occurs shall not be included in the computation of days elapsed.  The word “from” means “from and including”, “after”means “after and excluding”, “to” and “until” means “to and including”.

## 3.14.        Third Party Beneficiary.  Each of the Makers hereby agrees andacknowledges that, until such time when the Asbestos PI Trust is not thePermitted Holder, the trustees of the Asbestos PI Trust are third partybeneficiaries of this Note, with full right, power and authority to enforce theAsbestos PI Trust’s rights under this Note.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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## IN WITNESS WHEREOF, theMakers have fully executed this Promissory Note as of the day and year firstabove written.

|                                                                                                           | **MAKERS:**                             |
|-----------------------------------------------------------------------------------------------------------|-----------------------------------------|
| ** **                                                                                                |                                    |   |
|                                                                                                      | ABB Inc., a  Delaware corporation       |
|                                                                                                      |                                    |   |
|                                                                                                      |                                    |   |
|                                                                                                      | By:                                     | /s/ E. Barry  Lyon |
|                                                                                                      | Name:                                   | E. Barry Lyon |
|                                                                                                      | Title:                                  | Assistant  Secretary |
|                                                                                                      |                                    |   |
|                                                                                                      |                                    |   |
|                                                                                                      | ABB Ltd, a  company organized under the |
|                                                                                                      | laws of  Switzerland                    |
|                                                                                                      |                                    |   |
|                                                                                                      |                                    |   |
|                                                                                                      | By:                                     | /s/ Alfred  Storck |
|                                                                                                      | Name:                                   | Alfred Storck |
|                                                                                                      | Title:                                  | Deputy CFO |
|                                                                                                      |                                    |   |
|                                                                                                      | By:                                     | /s/ Francois P.  Champagne |
|                                                                                                      | Name:                                   | Francois P. Champagne |
|                                                                                                      | Title:                                  | Senior Counsel |
|                                                                                                      |                                    |   |
|                                                                                                      |                                    |   |
| **Acknowledged and  accepted as of           ,  2006:** |                                    |   |
| ** **                                                                                                |                                    |   |
| Combustion  Engineering 524(g) Asbestos PI Trust,                                                         |                                    |   |
| a Delaware  statutory trust                                                                               |                                    |   |
|                                                                                                      |                                    |   |
|                                                                                                      |                                    |   |
| By:                                                                                                       | /s/  Loreto T.  Tersigni           |   |
|                                                                                                      | Loreto T. Tersigni, Trustee             |
|                                                                                                      |                                    |   |
| By:                                                                                                       | /s/  Ellen S. Pryor                |   |
|                                                                                                      | Ellen S. Pryor                          |
|                                                                                                      |                                    |   |
| By:                                                                                                       | /s/  Ken M. Kawaichi               |   |
|                                                                                                      | Hon. Ken M. Kawaichi, Ret., Trustee     |
|                                                                                                           |                                         |  |  |  |

 

Signature Page for $350M Promissory Note

 

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