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"rule 144a Adss"), Each Rule 144a Ads Representing One (1) Share, Upon The Terms - ABB LTD - 4-4-2001

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"rule 144a Adss"), Each Rule 144a Ads Representing One (1) Share, Upon The Terms - ABB LTD - 4-4-2001 Powered By Docstoc
					Exhibit 99.2 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") OF ABB LTD FOR ALL OF THE OUTSTANDING RULE 144A AMERICAN DEPOSITARY SHARES (CUSIP #000375 105) ("RULE 144A ADSS"), EACH RULE 144A ADS REPRESENTING ONE (1) SHARE OF ABB LTD THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT P.M., NEW YORK CITY TIME, ON DAY, , 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED. To Our Clients: Enclosed for your consideration is the Exchange Offer Prospectus, dated , 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 .M. New York City time on day, , 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 for all issued and outstanding Rule 144A ADSs. For every one (1) Rule 144A ADS validly tendered in the Exchange Offer, you will receive four (4) ADSs. You will not be permitted to tender your Rule 144A ADSs in exchange for Shares. See "The Exchange Offer - How to Tender Restricted ADSs" in the Exchange Offer Prospectus.

2. The Exchange Offer is being made for all issued and outstanding Rule 144A ADSs. For every one (1) Rule 144A ADS validly tendered in the Exchange Offer, you will receive four (4) ADSs. You will not be permitted to tender your Rule 144A ADSs in exchange for Shares. See "The Exchange Offer - How to Tender Restricted ADSs" in the Exchange Offer Prospectus. PLEASE NOTE THAT THE ENCLOSED FORM OF INSTRUCTIONS SHOULD BE USED ONLY TO INSTRUCT US TO TENDER YOUR RULE 144A ADSS IN THE EXCHANGE OFFER. 3. The Exchange Offer is subject to the conditions set forth in the Exchange Offer Prospectus. See "The Exchange Offer -- Conditions" in the Exchange Offer Prospectus. 4. Notwithstanding any other provision of the Exchange Offer, delivery of ADSs for Rule 144A ADSs accepted for exchange pursuant to the Exchange Offer will in all cases be made only after timely receipt by the Exchange Agent of timely confirmation of a book-entry transfer of such Rule 144A ADSs into the account of the Exchange Agent at The Depository Trust Company, along with an Agent's Message (upon the terms described in the Exchange Offer Prospectus) pursuant to the procedures set forth in "The Exchange Offer -- How to Tender" of the Exchange Offer Prospectus. 5. Upon completion of the Exchange Offer, the Company intends to terminate the Rule 144A ADS deposit agreement in accordance with its terms. Accordingly, if you hold Rule 144A ADSs at the completion of the Exchange Offer, the trading markets for the Rule 144A ADSs may be reduced substantially. See "Exchange Offer Summary -- Important Notice to Holders and beneficial Owners of Restricted ADSs" in the Exchange Offer Prospectus. 6. In addition, the Company has informed us that, at its annual general meeting held on March 20, 2001, the Company's shareholders approved a four-for-one share split which would reduce the nominal value of its Shares from CHF 10 to CHF 2.50 each. The share split will become effective shortly after the effectiveness of a change to the Swiss Code of Obligations allowing such a share split. The Company expects that the change in law will occur on May 1, 2001 and that the share split will become effective on May 7, 2001. If the share split is implemented, each new ADS will represent 1 Share and each Rule 144A ADS will represent 4 Shares. The exchange ratio of four (4) new ADSs for each Rule 144A ADS will remain unchanged. If you wish to have us tender any or all of the Rule 144A ADSs held by us for your account please so instruct us by completing, executing, detaching and returning to us the form of Instructions set forth herein. If you authorize the tender of your Rule 144A ADSs, all such Rule 144A ADSs held in your account will be tendered unless otherwise specified below. An envelope to return your instructions to us in enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF TO THE EXCHANGE AGENT PRIOR TO .M., NEW YORK CITY, ON DAY, , 2001.

INSTRUCTIONS WITH RESPECT TO THE 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") OF ABB LTD FOR ALL OF THE OUTSTANDING RULE 144A AMERICAN DEPOSITARY SHARES (CUSIP # 000375 10 5)

INSTRUCTIONS WITH RESPECT TO THE 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") OF ABB LTD FOR ALL OF THE OUTSTANDING RULE 144A AMERICAN DEPOSITARY SHARES (CUSIP # 000375 10 5) ("RULE 144A ADSS"), EACH RULE 144A ADS REPRESENTING ONE (1) SHARE OF ABB LTD The undersigned acknowledge(s) receipt of (a) your letter and (b) the Exchange Offer Prospectus, dated , 2001, in connection with the offer by ABB LTD, a corporation organized under the laws of Switzerland (the "Company"), to exchange four (4) ADSs, four (4) ADSs representing one (1) registered share, par value CHF 10 per share (the "Shares"), of the Company, for every 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. The undersigned hereby instructs you to tender to the Company (through Citibank, N.A., as Exchange Agent) the number of Rule 144A ADSs indicated below (or if no number is indicated below, all Rule 144A ADSs held on behalf of the undersigned) which you hold for the account of the undersigned, upon the terms and subject to the conditions set forth in the Exchange Offer Prospectus.

NUMBER OF RULE 144A ADSS TO BE TENDERED*:

DATE: ________________________________________________________________________ SIGN HERE SIGNATURE(S): ________________________________________________________________ PRINT NAME(S): _______________________________________________________________ PRINT ADDRESS(ES): ___________________________________________________________ AREA CODE AND TELEPHONE NUMBER: ______________________________________________ TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S): ________________________

NUMBER OF RULE 144A ADSS TO BE TENDERED*:

DATE: ________________________________________________________________________ SIGN HERE SIGNATURE(S): ________________________________________________________________ PRINT NAME(S): _______________________________________________________________ PRINT ADDRESS(ES): ___________________________________________________________ AREA CODE AND TELEPHONE NUMBER: ______________________________________________ TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S): ________________________ * UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL OF YOUR RULE 144A ADSS HELD BY US FOR YOUR ACCOUNT ARE TO BE TENDERED.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the payer.
------------------------------------------------------GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT NUMBER OF-------------------------------------------------------1. An individual's The individual account 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account(1) The actual owner of the account or, if joint funds, either person(1) The minor(2)

3.

Husband and wife (joint account)

4.

Custodian account of a minor (Uniform Gift to Minors Act) Adult and minor (joint account)

5.

The adult or, if the minor is the only contributor, the minor(3)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000. The table below will help determine the number to give the payer.
------------------------------------------------------GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT NUMBER OF-------------------------------------------------------1. An individual's The individual account 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account(1) The actual owner of the account or, if joint funds, either person(1) The minor(2)

3.

Husband and wife (joint account)

4.

Custodian account of a minor (Uniform Gift to Minors Act) Adult and minor (joint account)

5.

The adult or, if the minor is the only contributor, the minor(3) The ward, minor, or incompetent person(4)

6.

Account in the name of guardian or committee for a designated ward, minor, or incompetent person a. The usual revocable savings trust account (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under State law

7.

The grantor-trustee(3)

The actual owner(3)

8.

Sole proprietorship The owner(5) account ------------------------------------------------------GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT NUMBER OF-------------------------------------------------------9. A valid trust, estate, or pension trust The legal entity (do not furnish the identifying number of the personal representative or

trustee unless the legal entity itself is not designated in the account title.)(3) 10. 11. Corporate account Religious, charitable, or educational organization account Partnership account held in the name of the partnership Association, club, or other tax-exempt organization A broker or registered nominee Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments The corporation The organization

12.

The partnership

13.

The organization

14.

The broker or nominee

15.

The public entity

(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) List first and circle the name of the legal trust, estate, or pension trust. (4) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (5) Show the name of the Owner. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER: If you do not have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number (for businesses and all other entites), at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER: If you do not have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number (for businesses and all other entites), at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on AI.I, payments include the following: - A corporation. - A financial institution - An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan. - The United States or any agency or instrumentalities. - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under section 584(a) of the Code. - An exempt charitable remainder trust, or non-exempt trust described in section 4947(a)(1) of the Code. - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under section 1441 of the Code. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. - Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following:

- Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt-interest dividends under section 852 of the Code). - Payments described in section 6049(b)(5) of the Code to nonresident aliens. - Payments on tax-free covenant bonds under section 1451 of the Code. - Payments made by certain foreign organizations. - Payments made to a nominee. Exempt payees described above should file a Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS). Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the sections 6041, 6041A, 6041A(a), 6045, 6050A and 6050N of the Code and the regulations promulgated therein. PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, diviends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES: (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING-- If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION-- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.


				
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