OFFER TO EXCHANGE
AMERICAN DEPOSITARY RECEIPTS ("ADRS") EVIDENCING
AMERICAN DEPOSITARY SHARES ("ADSS") (CUSIP #000375 20 4),
FOUR (4) ADSS REPRESENTING ONE (1) REGISTERED SHARE ("SHARES")
ALL OF THE OUTSTANDING RULE 144A AMERICAN DEPOSITARY SHARES (CUSIP #000375
("RULE 144A ADSS"), EACH RULE 144A ADS REPRESENTING ONE (1) SHARE
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON MONDAY, MAY 7, 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration is the Exchange Offer Prospectus, dated April 9, 2001 (the "Exchange Offer
Prospectus") relating to the exchange offer (the "Exchange Offer") by ABB LTD, a corporation organized under
the laws of Switzerland (the "Company"), to exchange four (4) American Depositary Shares (CUSIP #000375
20 4) (the "ADSs"), four (4) ADSs representing one
(1) registered share, par value CHF 10 per share (the "Shares"), for each outstanding Rule 144A American
Depositary Share (CUSIP # 000375 10 5) (the "Rule 144A ADSs"), each Rule 144A ADS representing one (1)
Share, upon the terms and subject to the conditions set forth in the Exchange Offer Prospectus.
WE HOLD RULE 144A ADSS FOR YOUR ACCOUNT. A TENDER OF SUCH RULE 144A ADSS CAN
BE MADE ONLY BY US PURSUANT TO YOUR INSTRUCTIONS. ACCORDINGLY, WE REQUEST
INSTRUCTION AS TO WHETHER YOU WISH US TO TENDER ON YOUR BEHALF ANY OR ALL
RULE 144A ADSS HELD FOR YOUR ACCOUNT PURSUANT TO THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER SET FORTH IN THE EXCHANGE OFFER PROSPECTUS. A FORM OF
INSTRUCTIONS IS ENCLOSED.
Please note the following:
1. The Exchange Offer and withdrawal rights will expire in the United States at 5:00 P.M., New York City time,
on Monday, May 7, 2001 (the "Expiration Date"), unless the Exchange Offer is extended. If you wish to tender
your Rule 144A ADSs in the Exchange Offer, please instruct us sufficiently in advance of the Expiration Date.
2. The Exchange Offer is being made fo