Exhibit 2.4  LIMITED LIABILITY PARTNERSHIP  EXECUTION COPYABB INTERNATIONAL
  FINANCE LIMITED
  ABB FINANCE INC.
  ABB CAPITAL B.V.
  PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTSas issuers  
  SUPPLEMENTAL FISCAL AGENCY AGREEMENT  
  11 June 2002  
   CONTENTS  SECTION1.
  
  Definitions2.
  
  Amendments3.
  
  Amendments To
  The Fiscal Agency Agreement4.
  
  Governing Law And
  Jurisdiction5.
  
  Contracts
  (Third Party Rights) Act 1999  
   THIS SUPPLEMENTAL FISCAL AGENCY AGREEMENT is made as of 11 June 2002 and supplements the amended and restated
fiscal agency agreement dated 30 May 2001 (the Fiscal Agency Agreement).  BETWEEN:  (1)ABB INTERNATIONAL FINANCE
LIMITED (AIFLTD), ABB FINANCE INC. (AFI)
and ABB
CAPITAL B.V. (ACBV) (the Issuers and each an Issuer,
which expression shall, where the context so permits, include any Further
Issuer as defined in Clause 16.1 of the Fiscal Agency Agreement);  (2)BANQUE GENERALE DU LUXEMBOURG
S.A. in its capacities as fiscal agent (the Fiscal Agent,
which expression shall include any successor to Banque Générale du Luxembourg
S.A. in its capacity as such) and principal registrar (the Principal
Registrar, which expression shall include any successor to Banque
Générale du Luxembourg S.A. in its capacity as such);  (3)JPMORGAN CHASE BANKin its capacity as alternative registrar (the Alternative Registrar, which
expression shall include any successor to JP Morgan Chase Bank in its capacity
as such); and  (4)BANQUE MEESPIERSON BGL S.A. in its capacity as paying agent (the Paying Agents, which
expression shall include the Fiscal Agent and any substitute or additional
paying agents appointed in accordance herewith).  WHEREAS:  (A)The
Issuers established a programme (the Programme) for the issuance of debt
instruments (the Instruments) having any maturity up to
thirty years, subject to compliance with all legal and/or regulatory
requirements in connection with which they entered into a dealership agreement
(the Dealership
Agreement) dated 10 March 1993 and amended and restated on 11 June
2002 and made between the Issuers, ABN AMRO Bank N.V., Credit Suisse First
Boston (Europe) Limited, Deutsche Bank AG London, Goldman Sachs International,
Lehman Brothers International (Europe), J.P. Morgan Securities Ltd., Morgan
Stanley & Co. International Limited, Société Générale and UBS AG, acting
through its business group UBS Warburg, (the Dealers, which expression
shall include any substitute or additional dealers appointed in accordance with
the Dealership Agreement).  In respect
of bearer Instruments issued in temporary global or permanent global form, each
of the Issuers have executed and delivered a deed of covenant (the Deeds of
Covenant) each dated 10 March 1993.  (B)Instruments
may be issued on a listed or unlisted basis. 
Each of the Issuers has made an application to the Luxembourg Stock
Exchange (the Luxembourg Stock Exchange) for Instruments issued by it under
the Programme to be listed on the Luxembourg Stock Exchange, in connection with
which application an information memorandum dated 11 June 2002 has been prepared
to permit Instruments to be so  1 
   listed during the period of twelve months or such
other period as may be allowed by the relevant Stock Exchange from the date of
such information memorandum.  (C)The
parties hereto have agreed to certain amendments to the Fiscal Agency
Agreement.  IT IS AGREED as
follows:  1.DEFINITIONS  Save where
contrary is indicated or the context otherwise requires, any term defined in
the Fiscal Agency Agreement shall have the same meaning herein.  2.AMENDMENTS  With effect
from the date of this Supplemental Fiscal Agency Agreement, the Fiscal Agency
Agreement shall be amended so as to conform with the amendments contained
herein.  Thereafter, without prejudice
to any existing rights and obligations, the Fiscal Agency Agreement as so
amended shall continue in full force and effect.  3.AMENDMENTS TO THE FISCAL AGENCY AGREEMENT  The Fiscal
Agency Agreement shall be amended as follows:  (i)All
references to the information memorandum dated 30 May 2001 shall be deemed to
be references to the information memorandum dated 11 June 2002.  (ii)All
references to Chase Manhattan Bank shall be deleted and replaced by JPMorgan
Chase Bank.  (iii)The
First, Second, Third, Fourth and Eighth Schedules shall be replaced by the new
First, Second, Third, Fourth and Eighth Schedules attached hereto as Schedule
1, Schedule 2, Schedule 3, Schedule 4 and Schedule 5.  4.GOVERNING
LAW AND JURISDICTION  This Agreement
shall be governed by, and shall be construed in accordance with, English law
and the provisions of Clause 18 of the Fiscal Agency Agreement shall apply mutatis
mutandis to this Agreement.  5.CONTRACTS(THIRD PARTY RIGHTS) ACT 1999  The parties to
this Supplemental Fiscal Agency Agreement have agreed that the Contracts (Third
Party Rights) Act 1999 (the Act) shall not apply to this Supplemental
Fiscal Agency Agreement and, therefore, a person who is not a party to this
Supplement Fiscal Agency Agreement has no right under the Act to enforce any
term of this Supplemental Fiscal Agency Agreement.  2 
   SCHEDULE 1  THE FIRST SCHEDULE  FORM OF TEMPORARY
GLOBAL INSTRUMENT  Series
  Number: [      ]
  
  
  
  Serial
  Number: [      ]  THE SECURITIES
REPRESENTED BY THIS TEMPORARY GLOBAL INSTRUMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN
TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  TERMS USED IN THIS PARAGRAPH HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  [ABB
INTERNATIONAL FINANCE LIMITED(incorporated
with limited liability in Guernsey)]  [ABB FINANCE
INC.(incorporated
in the State of Delaware with limited liability)]  [ABB CAPITAL
B.V.(incorporated
in The Netherlands with limited liability and having its
statutory domicile at Amsterdam)]  TEMPORARY GLOBAL INSTRUMENTrepresenting up to[Aggregate principal amount of
Tranche]
[Title of Instruments]  This Temporary
Global Instrument is issued in respect of an issue of [description of Instruments including
aggregate principal amount of Tranche] (the Instruments) by [                              ]
(the Issuer).  The Issuer for
value received promises, all in accordance with the terms and conditions
[attached hereto/set out in the information memorandum prepared by the Issuer
and dated 11 June 2002 and the pricing supplement prepared in relation to the
Instruments (Pricing Supplement)] to pay to the bearer upon presentation
and, if appropriate, surrender hereof on [maturity date] [by [   ]
[equal] successive [semi-annual/quarterly/other] instalments on the dates
specified in the Pricing Supplement](1) or on such earlier date as the same may
become payable in accordance therewith the principal amount of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Temporary Global Instrument or such other redemption amount as may be specified  
 (1)Insert only where Instruments are
Instalment Instruments.  3 
   therein [and
to pay in arrear on the dates specified therein interest on the principal
amount hereof from time to time at the rate or rates specified therein], all
subject to and in accordance with such terms and conditions.  Except as
specified herein, the bearer of this Temporary Global Instrument is entitled to
the benefit of the terms and conditions referred to above and of the same
obligations on the part of the Issuer as if such bearer were the bearer of the
Instruments represented hereby except that the bearer of this Temporary Global
Instrument shall not prior to the Exchange Date (defined below) be entitled to
receive payment of [the principal of or] interest on the Instruments except to
the extent that, upon due presentation and surrender of this Temporary Global
Instrument for exchange, delivery of the Permanent Global Instrument, or as the
case may be Definitive Instruments or Registered Instruments is improperly
withheld or refused, and all payments under and to the bearer of this Temporary
Global Instrument shall be valid and effective to satisfy and discharge the
corresponding liabilities of the Issuer in respect of the Instruments.  This Temporary
Global Instrument is exchangeable in whole or in part for a permanent global
instrument (the Permanent Global Instrument) representing the Instruments and
in substantially the form (subject to completion) set out in the Second
Schedule to a fiscal agency agreement dated 10 March 1993 and amended and
restated on 30 May 2001 (as further supplemented, amended or replaced, the Fiscal
Agency Agreement) and made between the Issuer and Banque Générale
du Luxembourg S.A., in its capacity as fiscal agent (the Fiscal Agent, which expression
shall include any successor to Banque Générale du Luxembourg S.A. in its
capacity as such), Banque Générale du Luxembourg S.A. as principal registrar
and certain other financial institutions named therein or, if so specified in
the Pricing Supplement, for definitive instruments (Definitive Instruments) in
substantially the form (subject to completion) set out in the Third Schedule to
the Fiscal Agency Agreement [or for registered instruments (Registered
Instruments) in substantially the form (subject to completion) set
out in the Fourth Schedule to the Fiscal Agency Agreement].  An exchange for a Permanent Global
Instrument or Definitive Instruments [or Registered Instruments](2) will be
made only on or after the date (the Exchange Date) which is 40 days after the
later of the date of issue of this Temporary Global Instrument and the
completion (as notified to the Fiscal Agent by the Issuer) of the distribution
of the Instruments represented by this Temporary Global Instrument and upon
presentation or, as the case may be, surrender of this Temporary Global
Instrument to the Fiscal Agent at its specified office in relation to the
Instruments and upon and to the extent only of delivery to the Fiscal Agent of
a certificate or certificates issued by the Euroclear System or Clearstream,
Luxembourg, or by any other relevant clearing system and dated not earlier than
the Exchange Date in substantially the form set out in Annex I hereto or, as
the case may be, in the form that is customarily issued in such circumstances
by such other clearing system.  [An
exchange for Registered Instruments will be made at any time upon presentation
or, as the case may be, surrender of this Temporary Global Instrument to  
 (2)Insert only in the case of a
Series comprising both Bearer and Registered Instruments issued by ABB Finance
Inc. if the relevant Pricing Supplement specifies that Bearer Instruments are
exchangeable for Registered Instruments.  4 
   the Fiscal
Agent at its specified office.](3)  [Any
Registered Instruments shall be made available in exchange in accordance with
the terms and conditions applicable to the Instruments represented hereby and
the Fiscal Agency Agreement (which shall apply as if the bearer of this
Temporary Global Instrument were the bearer of the Instruments represented
hereby).](4)  Payments of interest
otherwise falling due before the Exchange Date will be made only upon
presentation of the Temporary Global Instrument to the Fiscal Agent at its
specified office in relation to the Instruments and upon and to the extent only
of delivery to the Fiscal Agent of a certificate or certificates issued by the
Euroclear System or Clearstream, Luxembourg or by any other relevant clearing
system and dated not earlier than the relevant interest payment date in
substantially the form set out in Annex II hereto or, as the case may be, in
the form that is customarily issued in such circumstances by such other
clearing system.  In the event
that (i) this Temporary Global Instrument is not duly exchanged, whether in
whole or in part, for a Permanent Global Instrument or, as the case may be,
Definitive Instruments [or Registered Instruments]6 by 6.00 p.m. (London time)
on the thirtieth day after the time at which the preconditions to such exchange
are first satisfied or (ii) any Instrument represented hereby becomes
immediately redeemable following the occurrence of an Event of Default in
relation thereto and is not duly redeemed (and the funds required for such redemption
are not available to the Fiscal Agent for the purposes of effecting such
redemption and remain available for such purpose) by 6.00 p.m. (London time) on
the thirtieth day after the time at which such Instruments become immediately
redeemable, then this Temporary Global Instrument will become void and the
bearer will have no further rights hereunder (but without prejudice to the
rights which such bearer or any other person having an interest in this
Temporary Global Instrument immediately prior to it becoming void may have
under a deed of covenant dated 10 March 1993 and executed by the Issuer in
respect of the Instruments).  [On any
occasion on which a payment of interest is made in respect of this Temporary
Global Instrument, the Issuer shall procure that the Paying Agent to which such
Temporary Global Instrument is presented notes the same on the Schedule
hereto.]  On any
occasion on which a payment of principal or redemption amount is made in
respect of this Temporary Global Instrument or on which this Temporary Global
Instrument is exchanged in whole or in part as aforesaid or on which
Instruments represented by this Temporary Global Instrument are to be
cancelled, the Issuer shall cause the Paying Agent to which such Temporary
Global Instrument is presented to procure that (i) the aggregate principal
amount of the Instruments in respect of which such payment is made (or, in the
case of a partial payment, the corresponding part thereof) or which are
delivered in definitive [or registered form](4) or which are exchanged for a
permanent global instrument or which are to be cancelled and (ii) the remaining
principal amount of this Temporary Global Instrument (which shall be the
previous principal amount hereof less the amount referred to at (i) above)  
 (3)Insert only in the case of a
Series comprising both Bearer and Registered Instruments issued by ABB
International Finance Limited or ABB Capital B.V. (and not ABB Finance Inc.) if
the relevant Pricing Supplement specifies that Bearer Instruments are
exchangeable for Registered Instruments.  (4)Insert only in the case of a
Series comprising both Bearer and Registered Instruments if the relevant
Pricing Supplement specifies that Bearer Instruments are exchangeable for
Registered Instruments.  5 
   are noted on
the Schedule hereto, whereupon the principal amount of this Temporary Global
Instrument shall for all purposes be as most recently so noted.  This Temporary
Global Instrument is governed by, and shall be construed in accordance with,
English law.  This Temporary
Global Instrument shall not be valid for any purpose until authenticated for
and on behalf of Banque Générale du Luxembourg S.A. as fiscal agent.  AS WITNESS the
manual signature of two duly authorised officers on behalf of the Issuer.   [                              ][                              ]   By:
  
  [manual
  signature]
  
  By:  [manual signature](duly
  authorised)
  
  (duly authorised)  ISSUED in
[          ] as of [          ] [   ]   AUTHENTICATED for
and on behalf ofBANQUE
GÉNÉRALE DU LUXEMBOURG S.A. as fiscal
agent  By:
  [manual
  signature](duly authorised)  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](5)  [BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT
ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER).](6)  
 (5)Insert only where either (i)
Issuer is AFI and the maturity of the Notes is more than 183 days or (ii)
Issuer is AIFLTD or ACBV and the maturity of the Notes is more than one year.  (6)Insert only where Issuer is AFI
and the maturity of the Notes is 183 days or less.  6 
   THE SCHEDULE  Payments, Delivery of Definitive Instruments or
Registered Instruments,
Exchange for Permanent Global Instrument and
Cancellation of Instruments  Date
  of
  payment,
  delivery or
  cancellation
  
  Amount
  of
  interest then
  paid
  
  Amount
  of
  principal or,
  as the case
  may be,
  redemption
  amount then
  paid
  
  Aggregate
  principal
  amount of
  Definitive or
  Registered
  Instruments
  then
  delivered
  
  Aggregate
  principal
  amount of
  this
  Temporary
  Global
  Instrument
  then
  exchanged
  for the
  Permanent
  Global
  Instrument
  
  Aggregate
  principal
  amount of
  Instruments
  then
  cancelled
  
  Remaining
  principal
  amount of
  this
  Temporary
  Global
  Instrument
  
  Authorised
  signature of
  the Fiscal
  Agent and/or
  the Registrar  7 
   ANNEX I  [Form of
certificate to be given in relation to exchanges of this Temporary Global
Instrument for a Permanent Global Instrument or Definitive Instruments or
Registered Instruments issued by ABB Finance Inc.  This Certificate is not required for Registered Instruments
issued by ABB International Finance Limited or ABB Capital B.V.:]  [Name of Issuer] [Aggregate principal amount and title of
Instruments] (the Securities)  [This
is to certify that, based solely on certifications we have received in writing,
by tested telex or by electronic transmission from member organisations appearing
in our records as persons being entitled to a portion of the principal amount
set forth below (our Member Organisations) substantially to the
effect set forth in the Fiscal Agency Agreement as of the date hereof, [   ] principal amount of the above-captioned
Securities (i) is owned by persons that are not citizens or residents of the
United States, domestic partnerships, domestic corporations, estates the income
of which is subject to United States Federal income taxation regardless of its
source or trusts (a) that are subject to the primary supervision of a court
within the United States and with respect to which one or more United States
persons have the authority to control all substantial decisions or (b) that
have a valid election in effect under applicable U.S. Treasury regulations to
be treated as a United States person (United States persons), (ii) is owned by
United States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(iv) (financial institutions)) purchasing for
their own account or for resale, or (b) acquired the Securities through and are
holding through on the date hereof foreign branches of United States financial
institutions (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Issuer or the Issuers agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.](7)  This is
[also](7) to certify with respect to
[          ] principal amount
of the above-captioned Securities, except as set forth below, we have received
in writing, by tested telex or by electronic transmission, from our Member
Organisations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the
Fiscal Agency Agreement.  8 
   [As
used herein, United States means the United States of America (including
the States and the District of Columbia); and its possessions include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.](7)  We
further certify (i) that we are not making available herewith for exchange (or,
if relevant, exercise of any rights or collection of any interest) any portion
of the Temporary Global security excepted in such certifications and (ii) that
as of the date hereof we have not received any notification from any of our
Member Organisations to the effect that the statements made by such Member
Organisations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as at the date hereof.  We
understand that this certification is required in connection [with certain tax
laws and, if applicable,](7) certain securities laws of the United States.  In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorise you to produce
this certification to any interested party in such proceedings.  Date:[          ](8)  [Euroclear
Bank S.A./N.V., as operator of the Euroclear System/Clearstream
Banking, société anonyme ]  By:[authorised
signature]  
 (7)Delete this paragraph or
provision in the case of exchanges of the Temporary Global Instrument for
Registered Instruments issued by ABB Finance Inc.  (8)To be dated not earlier than the
Exchange Date.  9 
   ANNEX II  [Form of
certificate to be given in relation to payments of interest falling due before
the Exchange Date:]  [Name of Issuer]  [Aggregate principal amount and title of
Instruments] (the Securities)  This is
to certify that, based solely on certifications we have received in writing, by
tested telex or by electronic transmission from member organisations appearing
in our records as persons being entitled to a portion of the principal amount
set forth below (our Member Organisations) substantially to the
effect set forth in the Fiscal Agency Agreement as of the date hereof, [   ] principal amount of the above-captioned
Securities (i) is owned by persons that are not citizens or residents of the
United States, domestic partnerships, domestic corporations, estates or trust
the income of which is subject to United States Federal income taxation
regardless of its source or trusts (a) that are subject to the primary
supervision of a court within the United States and with respect to which one
or more United States persons have the authority to control all substantial
decisions or (b) that have a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person (United
States persons), (ii) is owned by United States persons that (a)
are foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (financial institutions))
purchasing for their own account or for resale, or (b) acquired the Securities
through and are holding through on the date hereof foreign branches of United
States financial institutions (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its
agent, that we may advise the Issuer or the Issuers agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institutions for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.  This is
also to certify with respect to such principal amount of Securities set forth
above that, except as set forth below, we have received in writing, by tested
telex or by electronic transmission, from our Member Organisations entitled to
a portion of such principal amount, certifications with respect to such
portion, substantially to the effect set forth in the Fiscal Agency Agreement.  As used
herein, United
States means the United States of America (including the States and
the District of Columbia); and its possessions include Puerto Rico, the U.S.  10 
   Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.  We
further certify (i) that we are not making available herewith for exchange (or,
if relevant, exercise of any rights or collection of any interest) any portion
of the Temporary Global security excepted in such certifications and (ii) that
as of the date hereof we have not received any notification from any of our
Member Organisations to the effect that the statements made by such Member
Organisations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as at the date hereof.  We
understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States.  In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorise you to produce
this certification to any interested party in such proceedings.  Date:[             ](9)  [Euroclear
Bank S.A./N.V., as operator of the Euroclear System/Clearstream
Banking, société anonyme ]  By:[authorised
signature]  
 (9)To be dated not earlier than the
relevant interest payment date.  11 
   ANNEX III  [Form of
account-holders certification referred to in the preceding certificates:]  [Note: This
certificate is not required for Registered Instruments issued by ABB
International Finance Limited or ABB Capital B.V.]  [Name of Issuer]  [Aggregate principal amount and title of
Instruments] (theSecurities)  [This
is to certify that as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by persons
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations, estates or trust the income of which is subject to the
United States Federal income taxation regardless of its source or trusts (a)
that are subject to the primary supervision of a court within the United States
and with respect to which one or more United States persons have the authority
to control all substantial decisions or (b) that have a valid election in
effect under applicable U.S. Treasury regulations to be treated as a United
States person (United States persons), (ii) are owned by United States
person(s) that (a) are foreign branches of a United States financial
institution (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(iv)) (financial institutions) purchasing for
their own account or for resale, or (b) acquired above-captioned the Securities
through and are holding through on the date hereof foreign branches of United
States financial institutions (and in either case (a) or (b), each such United
States financial institution hereby agrees, on its own behalf or through its
agent, that you may advise the Issuer or the Issuers agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
above-captioned Securities is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) this is further to certify that such financial institution has not
acquired the above-captioned Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.](10)  [This
is [] to certify that, except as set forth below, the above-captioned
Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Securities in transactions which did not require
registration under the U.S. Securities  
 (10)Delete this paragraph or provision
in the case of exchanges of the Temporary Global Instrument for Registered
Instruments issued by ABB Finance Inc.  12 
   Act of
1933, as amended (the Act)]. 
As used in this paragraph the term U.S. person has the meaning given to it by
Regulation S under the Act.](11)  [This
is also to certify that, except as set further below, the above-captioned
Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S. persons
resident outside the United States who purchased the Securities in transactions
outside the United States in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended the (Act). 
As used in this paragraph the terms U.S. person and United
States have the meanings given to them by Regulation S under the
Act.](12)  [As
used herein, United States means the United States of America (including
the States and the District of Columbia); and its possessions include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.](10)  We
undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Securities held
by you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.  This
certification excepts and does not relate to [    ] of such interest in the above Securities in respect of which
we are not able to certify and as to which we understand exchange and delivery
of definitive Securities (or, if relevant, exercise of any rights or collection
of any interest) cannot be made until we do so certify.  We
understand that this certification is required in connection with [certain tax
laws and, if applicable,](12) certain securities laws of the United
States.  In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorise
you to produce this certification to any interested party in such proceedings.  Date:[          ](13)  [Account-holder] as or as
agent for the beneficial owner of the Instruments.  By:[authorised
signature]  
 (11)To be used solely in the case of
Instruments issued by ABB Finance Inc.  (12)To be used in the case of
Instruments issued by ABB International Finance Limited or ABB Capital B.V.  (13)To be dated not earlier than
fifteen days before the Exchange Date or, as the case may be the relevant
interest payment date.  13 
   SCHEDULE 2  THE SECOND SCHEDULE  FORM OF PERMANENT
GLOBAL INSTRUMENT  Series
  Number:  [      ]
  
  Serial
  Number: [   ]
  THE SECURITIES
REPRESENTED BY THIS PERMANENT GLOBAL INSTRUMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN
TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  TERMS USED IN THIS PARAGRAPH HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB FINANCE
INC. (incorporated in the State of Delaware with limited
liability)]  [ABB CAPITAL
B.V. (incorporated in The Netherlands with limited
liability and having its
statutory domicile at Amsterdam)]  PERMANENT GLOBAL INSTRUMENTrepresenting up to  [Aggregate principal amount of Tranche]
[Title of Instruments]  This Permanent
Global Instrument is issued in respect of an issue of [description of Instruments including
aggregate principal amount of Tranche] (the Instruments) by
[                              ]
(the Issuer).  The Issuer for
value received promises, all in accordance with the terms and conditions
[attached hereto/set out in the information memorandum prepared by the Issuer
and dated 11 June 2002 and the pricing supplement prepared in relation to the
Instruments (Pricing Supplement)], to pay to the bearer upon presentation
and, if appropriate, surrender hereof on [maturity date] [by [   ]
[equal] successive [semi-annual/quarterly/other] instalments on the dates
specified in the Pricing Supplement](14) or on such earlier date as the same
may become payable in accordance therewith the principal amount of [aggregate
principal amount of Tranche] (as reduced from time to time in
accordance with such terms and conditions) or such lesser amount as is equal to
the outstanding principal amount of the Instruments represented by this
Permanent Global Instrument or such other redemption amount as may be specified  
 (14)Insert only where Instruments are
Instalment Instruments.  14 
   therein [and
to pay in arrear on the dates specified therein interest on the principal
amount hereof from time to time at the rate or rates specified therein], all
subject to and in accordance with such terms and conditions.  The bearer of
this Permanent Global Instrument is entitled to the benefit of the terms and
conditions referred to above and the same obligations on the part of the Issuer
as if such bearer were the bearer of the Instruments represented hereby, and
all payments under and to the bearer of this Permanent Global Instrument shall
be valid and effective to satisfy and discharge the corresponding liabilities
of the Issuer in respect of the Instruments.  This Permanent
Global Instrument will be exchangeable for definitive Instruments (Definitive
Instruments) in substantially the form (subject to completion) set
out in the Third Schedule to a fiscal agency agreement dated 10 March 1993 and
amended and restated on 30 May 2001 (as further supplemented, amended or
replaced, the Fiscal Agency Agreement) and made between the Issuer and
Banque Générale du Luxembourg S.A. in its capacity as fiscal agent (the Fiscal Agent,
which expression shall include any successor to Banque Générale du Luxembourg
S.A. in its capacity as such), Banque Générale du Luxembourg S.A. as principal
registrar and certain other financial institutions [or for registered
instruments (Registered Instruments) in substantially the form (subject to
completion) set out in the Fourth Schedule to the Fiscal Agency Agreement or
for a combination of Definitive Instruments and Registered Instruments](15) (a)
if Euroclear Bank S.A./N.V., as operator of the Euroclear System (the Euroclear
System) or Clearstream Banking, société anonyme (Clearstream,
Luxembourg) or any other relevant clearing system is closed for
business for a continuous period of 14 days (other than by reason of legal
holidays) or announces an intention permanently to cease business; (b) if any
of the Instruments represented hereby becomes due and payable following an
Event of Default (as defined in Condition 7) of the terms and conditions
referred to above; or (c) at the option of the bearer hereof acting on behalf
of the relevant beneficial owners of the interests in this Permanent Global
Instrument and at the expense of such beneficial owners, and, in each case,
upon the request of the bearer hereof on behalf of the relevant beneficial
owners of the interests in this Permanent Global Instrument and at the expense
of such beneficial owners.  In order to
make such request, the bearer hereof must, not less than forty-five days before
the date upon which the delivery of such Definitive Instruments [and/or
Registered Instruments](17) is required, deposit this Permanent Global
Instrument with the Fiscal Agent at its specified office with the form of
exchange notice endorsed hereon duly completed.  On an exchange of the whole of this Permanent Global Instrument,
this Permanent Global Instrument shall be surrendered to the Fiscal Agent.  [Any Registered Instruments shall be made
available in exchange in accordance with the terms and conditions applicable to
the Instruments represented hereby and the Fiscal Agency Agreement (which shall
apply as if the bearer of this Permanent Global Instrument were the bearer of
the Instruments represented hereby).](17) 
Any Definitive Instruments will be made available for collection by the
persons entitled thereto at the specified office of the Fiscal Agent.  If default is made by the Issuer in the
required delivery of such Definitive Instruments [and/or, as the case may be,
Registered  
 (15)Insert only in the case of a Series
comprising both Bearer and Registered Instruments if the relevant Pricing
Supplement specifies that Bearer Instruments are exchangeable for Registered
Instruments.  15 
   Instruments](17)
and such default is continuing at 6.00 p.m. (London time) on the thirtieth day
after the day on which the relevant notice period expires, then this Permanent
Global Instrument will become void and the bearer will have no further rights
hereunder (but without prejudice to the rights which such bearer or any other
person(s) having an interest in this Permanent Global Instrument immediately
prior to it becoming void may have under a deed of covenant dated 10 March 1993
and executed by the Issuer in respect of the Instruments).  [On any
occasion on which a payment of interest is made in respect of this Permanent
Global Instrument, the Issuer shall procure that the Paying Agent to which this
Permanent Global Instrument is presented notes the same on the Schedule
hereto].  On any
occasion on which a payment of principal or redemption amount is made in
respect of this Permanent Global Instrument or on which this Permanent Global
Instrument is exchanged as aforesaid or on which any Instruments represented by
this Permanent Global Instrument are to be cancelled, the Issuer shall cause
the Paying Agent to which this Permanent Global Instrument is presented to
procure that (i) the aggregate principal amount of the Instruments in respect
of which such payment is made (or, in the case of a partial payment, the
corresponding part thereof) or which are delivered in definitive [or registered
form](17) or which are to be cancelled and (ii) the remaining principal amount
of this Permanent Global Instrument (which shall be the previous principal
amount hereof less the amount referred to at (i) above) are noted on the
Schedule hereto, whereupon the principal amount of this Permanent Global
Instrument shall for all purposes be as most recently so noted.  Insofar as the
Temporary Global Instrument by which the Instruments were initially represented
has been exchanged in part only for this Permanent Global Instrument and is
then to be further exchanged as to the remaining principal amount or part
thereof for this Permanent Global Instrument, then upon presentation of this
Permanent Global Instrument to the Fiscal Agent at its specified office in
relation to the Instruments and to the extent that the aggregate principal
amount of such Temporary Global Instrument is then reduced by reason of such
further exchange, the Issuer shall cause the Fiscal Agent to procure that (i)
the aggregate principal amount of the Instruments in respect of which such
further exchange is then made and (ii) the new principal amount of this
Permanent Global Instrument (which shall be the previous principal amount
hereof plus the amount referred to at (i) above) are noted on the Schedule hereto,
whereupon the principal amount of this Permanent Global Instrument shall for
all purposes be as most recently noted.  This Permanent
Global Instrument is governed by, and shall be construed in accordance with,
English law.  This Permanent
Global Instrument shall not be valid for any purpose until authenticated for
and on behalf of Banque Générale du Luxembourg S.A. as fiscal agent.  16 
   AS WITNESS the
manual signature of two duly authorised officers on behalf of the Issuer.   [                              ]
  
  [                              ]By:
  
  [manual
  signature]
  
  By:
  
  [manual
  signature](duly authorised)
  
  
  
  (duly authorised)  ISSUED in
[          ] on [          ] [ 
]  AUTHENTICATED for
and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A. as fiscal
agent   By:
  
  [manual
  signature](duly authorised)  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](16)  [BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT
ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER).](17)  
 (16)Insert only where either (i) Issuer
is AFI and the maturity of the Notes is more than 183 days or (ii) Issuer is
AIFLTD or ACBV and the maturity of the Notes is more than one year.  (17)Insert only where Issuer is AFI and
the maturity of the Notes is 183 days or less.  17 
    THE SCHEDULE  Payments, Delivery of Definitive or Registered
Instruments, Further Exchanges of the
Temporary Global Instrument and Cancellation of Instruments  Date of
  payment,
  delivery,
  further
  exchange of
  Temporary
  Global
  Instrument
  or
  cancellation
  
  Amount
  of
  interest then
  paid
  
  Amount
  of
  principal or,
  as the case
  may be,
  redemption
  amount then
  paid
  
  Aggregate
  principal
  amount of
  exchanges
  for
  Definitive
  Instruments
  or
  Registered
  Instruments
  then
  delivered
  
  Aggregate
  principal
  amount of
  Instruments
  then
  cancelled
  
  Aggregate
  principal
  amount of
  exchanges
  for further
  exchanges of
  Temporary
  Global
  Instrument
  
  Current
  principal
  amount of
  this
  Permanent
  Global
  Instrument
  
  Authorised
  signature of
  the Fiscal
  Agent and/or
  the Registrar  18 
   EXCHANGE NOTICE  ,
being the bearer of this Permanent Global Instrument at the time of its deposit
with the Fiscal Agent at its specified office for the purposes of the
Instruments, hereby exercises the option set out above to have this Permanent
Global Instrument exchanged in whole or in part for Instruments in
[definitive/registered form/[    ] in aggregate principal
amount of Instruments in definitive form and [   ] in aggregate
principal amount of Instruments in registered form]* and directs that such Instruments
in definitive form be made available for collection by it from the Fiscal
Agents specified office and that such Instruments in registered form be made
available in accordance with the terms and conditions applicable to the
Instruments represented hereby and the Fiscal Agency Agreement.  By:(duly authorised)  
 *              Delete and complete, as
appropriate  19 
   SCHEDULE 3  THE THIRD SCHEDULE  FORM OF DEFINITIVE
INSTRUMENT (ISMAFORMAT)  [On the face
of the Instrument:]  [<9999999+AAXXXXXXXXX9+XX+999999>]  [Denomination]  THIS
INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. 
TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB FINANCE
INC. (incorporated in the State of Delaware with limited
liability)]  [ABB CAPITAL
B.V. (incorporated in The Netherlands with limited
liability and having its statutory domicile at Amsterdam)]  [Aggregate principal amount of Tranche] [Title of Instruments]  [                              ](the Issuer) for value received promises, all
in accordance with the terms and conditions [endorsed hereon/attached hereto]
[and the pricing supplement referred to therein and prepared in relation to the
Instruments (Pricing Supplement)] to pay to the bearer upon presentation
and, if appropriate, surrender hereof on [maturity date] [by [   ]
[equal] successive [semi-annual/quarterly/other] instalments on the dates
specified in the Pricing Supplement](18) or on such earlier date as the same
may become payable in accordance therewith the principal amount of:  [denomination in words and numerals]  [(, in the
case of payment on such earlier date, as reduced from time to time in
accordance with such terms and conditions)](19) or such other redemption amount
as may be specified therein [and to pay in arrear on the dates specified
therein interest on such principal amount  
 (18)   Insert only where Instruments are Instalment
Instruments.  20 
   [(as reduced
from time to time in accordance with such terms and conditions)](19) at the
rate or rates specified therein, all subject to and in accordance with such
terms and conditions].  [This [title of
Instrument] shall not/Neither this [title of Instrument] nor
any of the interest coupons appertaining hereto shall] be valid for any purpose
until this [title
of Instrument] has been authenticated for and on behalf of Banque
Générale du Luxembourg S.A. as fiscal agent.  This [title of
Instrument] is governed by, and shall be construed in accordance
with, English law.  AS WITNESSthe
facsimile signature of two duly authorised officers on behalf of the Issuer.  [                              ]               [                              ]  By:
  [facsimile
  signature]
  By:
  [facsimile
  signature](duly authorised)
  
  (duly authorised)  ISSUEDin
[          ] as of
[        ] [  ]  AUTHENTICATEDfor
and on behalf of BANQUE GÉNÉRALE DU LUXEMBOURG S.A.  as fiscal
agent without
recourse, warranty or liability  By:
  [manual
  signature](duly authorised)  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](19)  [BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT
ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN  
 (19)   Insert
only where either (i) Issuer is AFI and the maturity of the Notes is more than
183 days or (ii) Issuer is AIFLTD or ACBV and the maturity of the Notes is more
than one year.  21 
   EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER).](20)  
 (20)   Insert
only where Issuer is AFI and the maturity of the Notes is 183 days or less.   22 
   [On the
reverse of the Instruments:]  TERMS AND CONDITIONS  [As contemplated in the Information Memorandum and as
amended by the relevant Pricing Supplement]  [At the foot
of the Terms and Conditions:]  FISCAL AGENT  Banque Générale du Luxembourg S.A. 50, Avenue
J.F. Kennedy L-2951
Luxembourg  PAYING AGENT  Banque MeesPierson BGL S.A. 57 Rennweg CH-8023 Zurich Switzerland  23 
   Forms of Coupons  [On the front
of Coupon:]  [Attached to
the Instruments (interest-bearing, fixed rate and having Coupons):]  [Issuer]  [Amount and title of Instruments]  Coupon for
[      ] due on
[            ]  Such amount is
payable (subject to the terms and conditions [endorsed on/attached to the [title of
Instrument] to which this Coupon appertains [and the pricing
supplement referred to therein], which shall be binding on the holder of this
Coupon whether or not it is for the time being attached to such [title of
Instrument]) against surrender of this Coupon at the specified
office of the Fiscal Agent or any of the Paying Agents set out on the reverse
hereof (or any other or further fiscal or paying agents and/or specified
offices from time to time designated for the purpose by notice duly given in
accordance with such terms and conditions).  [The attention
of Couponholders is drawn to condition 9A.06 of the terms and conditions.  The Instrument to which this Coupon
appertains may in certain circumstances specified in such terms and conditions,
fall due for redemption before the due date in relation to this Coupon.  In such event, the Paying Agent to which
such Instrument is presented for redemption may determine, in accordance with
the aforesaid condition 9A.06 that this Coupon is to become void.]  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](21)  [BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT
ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER).](22)  
 (21)Insert only where either (i) Issuer is AFI and the
maturity of the Notes is more than 183 days or (ii) Issuer is AIFLTD or ACBV
and the maturity of the Notes is more than one year.  (22)   Insert
only where Issuer is AFI and the maturity of the Notes is 183 days or less.  24 
    [<99+9999999+AAXXXXXXXXX9+XX+999999>]  25 
   [Attached
to the Instrument (interest-bearing, floating rate and having Coupons):]  [Issuer]  [Amount and title of Instruments]  Coupon for the
amount of interest due on
[          ]  Such amount is
payable (subject to the terms and conditions [endorsed on/attached to] the [title of
Instrument] to which this Coupon appertains [and the pricing
supplement referred to therein], which shall be binding on the holder of this
Coupon whether or not it is for the time being attached to such [title of
Instrument]) against surrender of this Coupon at the specified
office of the Fiscal Agent or any of the Paying Agents set out on the reverse
hereof (or any other or further fiscal or paying agents and/or specified
offices from time to time designated for the purpose by notice duly given in
accordance with such terms and conditions).  The Instrument
to which this Coupon appertains may, in certain circumstances specified in such
terms and conditions, fall due for redemption before the due date in relation
to this Coupon.  In such event, this
Coupon will become void and no payment will be made in respect hereof.  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](23)  [BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT
ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER).](24)  [<99+9999999+AAXXXXXXXXX9+XX+999999>]   
 (23)Insert only where either (i) Issuer is AFI and the
maturity of the Notes is more than 183 days or (ii) Issuer is AIFLTD or ACBV
and the maturity of the Notes is more than one year.  (24)   Insert
only where Issuer is AFI and the maturity of the Notes is 183 days or less.  26 
   [On the
reverse of each Coupon:]  FISCAL
  
  Banque Générale du Luxembourg S.A.AGENT:
  
  50 Avenue
  J.F. KennedyL-2951
  LuxembourgPAYING
  
  Banque MeesPierson BGL S.A.AGENT:
  
  57 RennwegCH-8023
  ZurichSwitzerland  27 
   Form of Talon  No  [                ]  [Amount and title of Instruments]  Talon for further Coupons  [ANY UNITED
STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](25)  [BY ACCEPTING
THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT
ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER).](26)  After all the
Coupons appertaining to the Instrument to which this Talon appertains have
matured further Coupons [(including, where appropriate, a Talon for further
Coupons)] will be issued at the specified office of the Fiscal Agent or any of
the Paying Agents set out in the reverse hereof (or any other or further paying
agents and/or specified offices from time to time designated by notice duly
given in accordance with the terms and conditions [endorsed on/attached to] the
[title of
Instrument] to which this Talon appertains [and the pricing
supplement referred to therein] (which shall be binding on the holder of this
Talon whether or not it is for the time being attached to such [title of
Instrument])) upon production and surrender of this Talon upon and
subject to such terms and conditions. 
The initial Paying Agents and their specified offices are set out on the
reverse hereof.  Under the said
terms and conditions, such Instrument may, in certain circumstances, fall due
for redemption before the original due date for exchange of this Talon and in
any such event this Talon shall become void and no exchange shall be made in
respect hereof.  [Issuer]  
 (25)   Insert
only where either (i) Issuer is AFI and the maturity of the Notes is more than
183 days or (ii) Issuer is AIFLTD or ACBV and the maturity of the Notes is more
than one year.  (26)   Insert
only where Issuer is AFI and the maturity of the Notes is 183 days or less.  28 
   SCHEDULE 4  THE FOURTH SCHEDULE  FORM OF REGISTERED
INSTRUMENT  ISIN Number:
[       ]             Series
Number: [       ]           Serial Number:
[       ]  THIS
INSTRUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933 (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. 
TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.  [ABB
INTERNATIONAL FINANCE LIMITED (incorporated with limited liability in Guernsey)]  [ABB FINANCE
INC. (incorporated in the State of Delaware with limited
liability)]  [ABB CAPITAL
B.V. (incorporated in The Netherlands with limited
liability and having its statutory domicile at Amsterdam)]  [Aggregate principal amount of Tranche] [Title of Instruments]  [                              ](the Issuer) for value received promises, all
in accordance with the terms and conditions [endorsed hereon/attached hereto]
[and the pricing supplement referred to therein and prepared in relation to the
Instruments (Pricing Supplement)], to pay to
                                                                                                         of   (being the
person registered in the register referred to below or, if more than one person
is so registered, the first-named of such persons) on [maturity date] [by
[   ] [equal] successive [semi-annual/quarterly/other]
instalments on the dates specified in the Pricing Supplement](27) or on such
earlier date as the same may become payable in accordance therewith the
principal sum of                                  
                                          
[(, in the case of payment on such earlier date, as reduced in accordance with
such terms and conditions)](34) or such other redemption amount as may be
specified therein [and to pay in arrear on the dates specified therein interest
on such principal amount [(as reduced in accordance with such terms and
conditions)](34) at the rate or rates specified therein], all subject to and in
accordance with such terms and conditions.  
 (27)   Insert
only where Instruments are Instalment Instruments.  29 
   The statements
set forth in the legend, if any, set forth above are an integral part of the
terms of this Instrument and by acceptance hereof each holder of this
Instrument agrees to be subject to and bound by the terms and provisions set
forth in such legend, if any.  This
Instrument is evidence of entitlement only. 
Title to the Instrument passes only on due registration in the Register
maintained by [                              ](28),
as registrar, and only the duly registered holder or if more than one person is
so registered, the first-named of such persons is entitled to payment in
respect of this Instrument.  This
Instrument is governed by, and shall be construed in accordance with, English
law.  This
Instrument shall not be valid for any purpose until this Instrument has been
authenticated for and on behalf of
[                                    ],(36)
as registrar.  AS WITNESS the
facsimile or manual signatures of two duly authorised officers of the Issuer.  [                              ]
  [                            ]By:
  [manual/facsimile
  signature]
  By:
  [manual/facsimile
  signature](duly authorised)
  
  (duly authorised)  ISSUED in
[              ]
as of
[              ]
[ ]  AUTHENTICATED for
and on behalf of  [                               ]  as registrar
without recourse, warranty or liability   By:
  [manual
  signature](duly authorised)  
 (28)   Insert
name of the relevant Registrar.  30 
   FORM OF TRANSFER  FOR VALUE RECEIVED
                             ,
being the registered holder of this [title of Instrument], hereby transfers to
                                                                     
of
                                                                     ,
                                 
in principal amount of this [title of Instrument] and irrevocably
requests and authorises
[                                             ](29),
in its capacity as registrar in relation to the [title of Instruments] (or
any successor to
[                                ](37),
in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the register kept by it.  Dated:By:
  [manual
  signature]
  [By:
  [manual
  signature(duly authorised)
  
  (duly authorised)]  Notes:  The name of the person by or on whose behalf this
form of transfer is signed must correspond with the name of the registered
holder as it appears on the face of this Instrument.  (i)              A
representative of such registered holder should state the capacity in which he
signs e.g. executor.  (ii)             The signature of the person effecting a
transfer shall conform to any list of duly authorised specimen signatures
supplied by the registered holder or be certified by a recognised bank, notary
public or in such other manner as the Registrar may require.  (iii)            Any transfer
of [title of Instruments] shall be in an amount equal to the minimum
denomination as may be specified in the relevant Pricing Supplement or an
integral multiple thereof.  
 (29)   Insert
name of the relevant Registrar  31 
   SCHEDULE 5  THE EIGHTH SCHEDULE  THE SPECIFIED OFFICES
OF THE PAYING AGENTS AND THE REGISTRARS  The Fiscal
  Agent and Principal Registrar:Banque
  Générale du Luxembourg S.A.50, Avenue
  J.F. KennedyL-2951
  LuxembourgTelex:
  3401 BGL luFax:
  +352 4242
  4200Attention:
  Fiscal and
  Paying Agency DepartmentThe other
  Paying Agent:Banque
  MeesPierson BGL S.A.57 RennwegCH-8023
  ZurichSwitzerlandTelex:
  BGL Zürich
  813003 BGL CHFax:
  +41 12119908The
  Alternative Registrar:JPMorgan
  Chase Bank15th
  Floor450 West 33rd
  StreetNew York,
  N.Y. 10001 2697United
  States of AmericaTelephone:
  +1 212 946
  3009Fax:
  +1 212 946
  8177Attention:
  Manager,
  Institutional Trust Services  32 
   SIGNATURES  ABB INTERNATIONAL FINANCE LIMITEDBy:
  /s/ [ILLEGIBLE]
  
  By:
  /s/
  [ILLEGIBLE][ILLEGIBLE]
  
  [ILLEGIBLE]ABB FINANCE INC.By:
  /s/ [ILLEGIBLE]
  
  By:
  /s/ [ILLEGIBLE][ILLEGIBLE]
  
  [ILLEGIBLE]ABB CAPITAL B.V.By:
  /s/ [ILLEGIBLE]
  
  By:
  /s/ [ILLEGIBLE][ILLEGIBLE]
  
  [ILLEGIBLE]BANQUE GENERALE DU LUXEMBOURG S.A.as Fiscal
  Agent andPrincipal
  RegistrarBy:
  /s/ Jean
  Marie Moes
  
  By:
  /s/ Karine
  AntignacJean Marie
  MOES
  
  
  Karine
  ANTIGNACHead of
  Back-Offices &
  Securities Handling
  
  
  Head of
  Paying Agency RecoveryBANQUE MEESPIERSON BGL S.A.as Paying
  AgentBy:
  /s/
  [ILLEGIBLE]
  
  By:
  /s/ Ch.
  Schenk[ILLEGIBLE]
  
  
  Ch. SchenkJPMORGAN CHASE BANKas
  Alternative RegistrarBy:
  /s/ Chris
  KnowlesChris
  KnowlesVice
  President  33