ABB Finance (USA) Inc. Debt Securities Fully and Unconditionally Guaranteed by ABB Ltd FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2012 • Abb LTD • Switchgear & switchboard apparatus • New York
The Notes will be issued as a series of debt securities pursuant to an indenture, dated as of , (the “Base Indenture”), by and among the Company, ABB Ltd, an entity organized under the laws of Switzerland and indirect parent of the Company, as guarantor (the “Guarantor”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Certain terms of the Notes will be established under a supplemental indenture (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Issuer Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2) (the “DTC Agreement”), between the Company and the Depositary.
FORM OF GUARANTEEForm of Guarantee • May 3rd, 2012 • Abb LTD • Switchgear & switchboard apparatus • New York
