0001104659-07-029222 Sample Contracts

ABB INTERNATIONAL FINANCE LIMITED as issuer PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS AMENDED AND RESTATED DEALERSHIP AGREEMENT
Dealership Agreement • April 18th, 2007 • Abb LTD • Services-management consulting services

THIS AMENDED AND RESTATED DEALERSHIP AGREEMENT is made on 20 December 2006 and replaces the Amended and Restated Dealership Agreement dated 8 December 2005.

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ABB INTERNATIONAL FINANCE LIMITED as issuer PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS AMENDED AND RESTATED FISCAL AGENCY AGREEMENT
Fiscal Agency Agreement • April 18th, 2007 • Abb LTD • Services-management consulting services • England

THIS AMENDED AND RESTATED FISCAL AGENCY AGREEMENT is made on 20 December 2006 and replaces the Amended and Restated Fiscal Agency Agreement dated 8 December 2005 as supplemented.

CONTRIBUTION AGREEMENT
Contribution Agreement • April 18th, 2007 • Abb LTD • Services-management consulting services • New York

THIS CONTRIBUTION AGREEMENT (this “Contribution Agreement”) is made and entered into as of April 20th, 2006 by and among (i) ABB Ltd, a Swiss corporation, (ii) ABB Asea Brown Boveri Ltd, a Swiss corporation, (iii) ABB Holdings Inc., a Delaware corporation, (iv) ABB Inc., a Delaware corporation, and (v) ABB Lummus Global Inc., a Delaware corporation, jointly and severally (each of the foregoing as joint and several obligors of the obligations pursuant to this Contribution Agreement, a “Contributor”), and Combustion Engineering 524(g) Asbestos PI Trust (the “Asbestos PI Trust”) a trust established pursuant to §524(g) of Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.) (the “Bankruptcy Code”) pursuant to the Plan of Reorganization of Combustion Engineering, Inc. ABB Treasury Center (USA) Inc. is a party to this Contribution Agreement solely for purposes of Sections 10(a), 10(b), 10(c) and (g) hereof.

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