SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No.  2)

BALDOR ELECTRIC COMPANY

(Name of Subject Company)

BALDOR ELECTRIC COMPANY

(Name of Person Filing Statement)

Common Stock, $0.10 Par Value

(Title of Class of Securities)

057741100

(CUSIP Number of Class of Securities)

George E. Moschner

Chief Financial Officer and Secretary

Baldor Electric Company

5711 R. S. Boreham, Jr. St.

Fort Smith, Arkansas 72901

Tel.: (479) 646-4711

Fax: (479) 648-5701

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)

With copies to:

Thomas E. Proost	Eduardo Gallardo
Thompson Coburn LLP	James J. Moloney
One US Bank Plaza	Gibson, Dunn & Crutcher LLP
St. Louis, Missouri 63101	200 Park Avenue
(314) 552-6000	New York, New York 10166
	(212) 351-4000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by Baldor Electric Company, a Missouri corporation (“Baldor” or the “Company”), with the Securities and Exchange Commission (the “SEC”) on December 8, 2010 (as amended or supplemented from time to time, the “Statement”), relating to the tender offer (the “Offer”) by Brock Acquisition Corporation, a Missouri corporation (“Merger Sub”) and an indirect wholly-owned subsidiary of ABB Ltd, a corporation organized under the Laws of Switzerland (“Parent”), to purchase all of the outstanding shares of Company’s common stock, $0.10 par value (the “Shares”), at a purchase price of $63.50 per Share, net to the seller in ca sh without any interest (the “Offer Price”) and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 8, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), as required by the Agreement and Plan of Merger, dated as of November 29, 2010, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Unless otherwise indicated, all terms used herein but not defined shall have the meanings ascribed to them in the Statement.

Item 8. Additional Information.

Litigation.

Item 8 of the Statement is hereby amended and supplemented by restating in its entirety the Section of the Statement entitled “Litigation” as follows:

“On December 1, 2010, a putative class action lawsuit was filed in the Sebastian County Circuit Court of Arkansas, docketed as Cottrell v. Baldor Electric Company, et al., Case Number CV- 2010-2142 VI. On December 9, 2010, the plaintiff filed an amended complaint. The amended complaint names the Company, each of the members of the Company Board, and Parent and Merger Sub as defendants. The amended complaint alleges, among other things, that the Company Board breached fiduciary duties owed to the Company’s stockholders by failing to take steps to maximize stockholder value in connection with the proposed acquisition of the Company by Parent. The amended complaint also alleges that the Company, Parent and Merger Sub aided and abetted the Company Board in the alleged breach of the Company Board’s fiduciary duties. The plaintiff seeks relief that includes, among other thing s, an injunction prohibiting the consummation of the Merger, a declaration that the Company Board members breached their fiduciary duties by entering into the Merger Agreement, an order directing the individual defendants to disclose all material information in their possession concerning the Merger, rescission (to the extent the Merger terms have already been implemented), and the payment of plaintiff’s attorneys’ fees and costs. The plaintiff also filed on December 9, 2010 a motion for preliminary injunction and an emergency motion for expedited discovery.  The motion for expedited discovery was resolved pursuant to an agreed order entered by the Court on December 16, 2010.  On December 21, the Company filed a motion to dismiss the amended complaint for failure to state a claim.  A hearing on the plaintiff’s motion for preliminary injunction is scheduled for January 6, 2011.

On December 2, 2010, a putative class action lawsuit was filed in the Circuit Court of St. Louis County, Missouri, docketed as Fortier v. McFarland, et al., Case No. 10 SL-CC 4903 (the “Fortier Action”). The complaint names the Company, each of the members of the Company Board, and Parent and Merger Sub as defendants. The complaint alleges, among other things, that the Company Board breached fiduciary duties owed to the Company’s stockholders by failing to take steps to maximize stockholder value in connection with the proposed acquisition of the Company by Parent. The complaint also alleges that the Company, Parent and Merger Sub aided and abetted the Company Board in the alleged breach of the Company Board’s fiduciary duties. The plaintiff seeks relief that includes, among other things, an injunction prohibiting the consummation of the Merger, rescission (to the extent the Merger terms have already been implemented), and the payment of plaintiff’s attorneys’ fees and costs.

On December 6, 2010, a putative class action lawsuit was filed in the Circuit Court of St. Louis County, Missouri, docketed as Chance v. McFarland, et al., Case No. 10 SL-CC 4904 (the “Chance Action”). The complaint names the Company, each of the members of the Company Board, and Parent and Merger Sub as defendants. The complaint alleges, among other things, that the Company Board breached fiduciary duties owed to the Company’s stockholders by failing to take steps to maximize stockholder value in connection with the proposed acquisition of the Company by Parent. The complaint also alleges that the Company, Parent and Merger Sub aided and abetted the Company Board in the alleged breach of the Company Board’s fiduciary duties. The plaintiff seeks relief that includes, among other things, an injunction prohibiting the consummation of the Merger, rescission (to the ex tent the Merger terms have already been implemented), and the payment of plaintiff’s attorneys’ fees and costs.

2

On December 16, 2010, the plaintiff in the Fortier Action was granted leave to file an amended complaint. The amended complaint alleges, among other things, that the Company Board breached fiduciary duties owed to the Company’s stockholders by failing to take steps to maximize stockholder value in connection with the proposed acquisition of the Company by Parent. The amended complaint also alleges that the Company, Parent and Merger Sub aided and abetted the Company Board in the alleged breach of the Company Board’s fiduciary duties. The amended complaint names the plaintiff in the Chance Action as an additional plaintiff in the Fortier Action. The plaintiffs seek relief that includes, among other things, an injunction prohibiting the consummation of the Merger, rescission (to the extent the Merger terms have already been implemented), and the payment of plaintiff’s attorney s’ fees and costs.

The Company believes that each of the lawsuits described above is without merit and intends to defend against each of the lawsuits vigorously. There can be no assurance, however, as to the outcome of any of the lawsuits.”

Regulatory Approvals.

Item 8 of the Statement is hereby amended and supplemented by adding the following to the end of subsection “United Stated Antitrust Compliance” in the Section of the Statement entitled “Regulatory Approvals”:

“On December 21, 2010, the Antitrust Division issued requests for additional information and documentary material in connection with its review of the transactions contemplated by the Merger Agreement. Parent and the Company believe that the Antitrust Division issued the requests in order to give itself additional time to complete its review of the transactions. Both parties remain confident that the Antitrust Division will conclude that the transactions raise no antitrust concerns.”

Recent Transactions in the Securities of the Company.

Item 8 of the Statement is hereby amended and supplemented by adding the following immediately after the Section of the Statement entitled “Annual and Quarterly Reports”:

“Recent Transactions in the Securities of the Company.

Since December 8, 2010, executive officers and directors of the Company have sold an aggregate of 17,247 Shares in open market transactions, at prices ranging from $63.22 to $63.38. Such transactions are reflected on Form 4s filed with the SEC.”

Item 9. Exhibits.

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:

Exhibit Number	Description
(a)(18)	Impact of Anticipated Taxable Transactions Related to Officers and Key Managers.
(a)(19)	Impact of Anticipated Taxable Transactions Related to District Managers.
(a)(20)	Impact of Anticipated Taxable Transactions Related to General Employees in the U.S.
(a)(21)	Impact of Anticipated Taxable Transactions Related to General Employees outside the U.S.
(a)(22)	Press Release issued by Parent and the Company, dated December 21, 2010.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	BALDOR ELECTRIC COMPANY
	By:	/s/ George E. Moschner
	Name:	George E. Moschner
	Title:	Chief Financial Officer and Secretary
Dated: December 22, 2010

4

EX-99.(A)(18)

Exhibit (a)(18)

BALDOR ELECTRIC COMPANY
Impact of Anticipated Taxable Transactions
Related to Officers and Key Managers

Following is a brief discussion of the expected 2010 and 2011 tax consequences in connection with the proposed ABB transaction.  Our intent is to supply general information regarding existing alternatives, as well as generally describe the taxability of each type of income. We strongly recommend that you seek independent professional tax advice.  If you have any questions, please contact Gina Stafford at (479) 648-5763 (gstafford@baldor.com) or Gene Houston at (479) 648-5925 (ghouston@baldor.com).

Applicable Employment Tax Withholdings discussed in this memo are based upon statutory supplemental tax withholding rates for federal at 25% (35% for supplemental wages earned during a year in excess of $1 million) and state based upon the table below, FICA (Social Security) as appropriate and Medicare at 1.45%.  Your actual 2010 and 2011 federal and state income taxes will be based upon your total taxable income for those years and could be taxed at a rate significantly higher than the federal and state statutory tax withholding rates.

State	Tax %
Arkansas	7.00
Georgia	6.00
Mississippi	4.75
Missouri	6.00
North Carolina	6.00
Oklahoma	5.50
South Carolina	7.00
Wisconsin	6.75

Normal Cash Bonus … The bonus earned for achieving the 2010 plan is estimated to be approximately 28% of base salary.  In anticipation of the currently-anticipated 2011 tax changes, 90% of this bonus will be paid in 2010 with the balance paid in early 2011. The 2010 payment will be approximately 25% of your 2010 base salary as in effect on 12/31/2010, will be paid and included in your 12/31/2010 paycheck and be subject to all applicable income and employment tax withholdings.

Special Cash Bonus … Historically, restricted stock units (RSUs) have been awarded subsequent to the year a target goal was achieved, based upon a formula that considers total cash compensation (base salary plus normal cash bonus).  Since we expect that the target goal will be achieved for 2010, RSUs would have been awarded in early 2011.  Because of the pending acquisition, a 2010 cash payment equal to the value of the normal RSU award (as calculated by the Company), based on a stock price of $63.50, will be included in your 12/31/2010 paycheck in lieu of awarding RSUs.  This payment will be subject to all applicable income and employment tax withholdings.

Blackout Period … A normal “blackout period” for Baldor “insiders” (directors, officers, and certain financial personnel) is not currently contemplated; however, a blackout could be invoked with little or no warning if there are any developments that might affect the timing or possibility of closing the transaction.

Tender of Shares … ABB, through its subsidiary the Brock Acquisition Corp., commenced a tender offer for all the shares of Baldor common stock on 12/8/2010.  The tender offer is expected to expire on 1/10/2011 but may be extended in certain circumstances.  The tender offer documents filed by ABB with the Securities Exchange Commission and the solicitation/recommendation statement filed by Baldor with the Securities and Exchange Commission contain instructions on how to tender the shares you currently own.  You should review those materials carefully prior to making any decision regarding whether to tender your shares.

A.If you elect to tender shares that you own on 12/17/2010, you will:

1.Receive the $0.17 per share dividend payable on 12/30/2010.

2.Receive a check upon closing the acquisition in 2011 equal to $63.50 x the number of shares tendered.  The ordinary income or short-term and/or long-term capital gains from this cash payment will be subject to tax rates in effect for 2011 that are not yet known.  Shares must be owned a minimum of 1 year in order to qualify for long-term capital gain treatment.

B.If you elect to tender shares that you acquire after 12/17/2010, you will receive a check upon closing the acquisition in 2011 equal to $63.50 x the number of shares tendered.  The gain from this cash payment will be subject to ordinary income or short-term capital gain tax rates in effect for 2011 that are not yet known.

1

Outstanding Exercisable Stock Options …

A.If you exercise a NQSO on or before 12/17/2010 and retain the shares, you will:  1) incur W-2 ordinary taxable income in 2010 in an amount equal to the “spread” on the date you exercise the NQSO that is subject to income and employment tax withholdings, and 2) receive the $0.17 per share dividend payable on 12/30/2010 with respect to the shares held until 12/18/2010.

B.If you exercise an NQSO after 12/17/2010 and before 12/31/2010 and retain the shares, you will incur W-2 ordinary taxable income in 2010 in an amount equal to the “spread” on the date you exercise the NQSO that is subject to employment taxes (but will not receive the dividend with respect to those shares).

C.If you exercise an NQSO after 12/31/2010 and retain the shares, you will incur W-2 taxable income in 2011 in an amount equal to the “spread” on the date you exercise the NQSO that is subject to employment taxes.

Note for all NQSO Exercises:  The “spread” is the difference between the fair market value at date of exercise and the exercise price.  The gain (or loss) from a subsequent open market sale of this stock prior to the closing of the merger will be subject to short-term capital gains tax rates (or subject to the rules regarding short-term capital losses) in effect for the year in which this disposition occurs.  If stock is held and not sold in the open market, then upon closing in 2011, the gain (or loss) will be subject to short-term capital gains tax rates in effect for 2011 (or subject to the rules regarding short-term capital losses).

D.If you exercise an ISO on or before 12/17/2010 and retain the shares, you will:

1.Be required to include the difference in the fair market value and exercise price as an alternative minimum tax (AMT) adjustment for 2010.

2.Receive the $0.17 per share dividend payable on 12/30/2010 with respect to the shares held until 12/18/2010.

3.Not be subject to employment taxes.

4.If the shares are disposed of within one year of ISO exercise (including through the tender offer or the merger), have ordinary income at the time of disposition equal to the difference between the fair market value per share of stock at the time of exercise (or, if less, the amount you realize on the disposition of the shares) and the exercise price per share. Additionally, you will have short-term capital gain or loss, as the case may be, equal to the difference (if any) between the amount you received upon disposition of the shares and the sum of (a) the option exercise price and (b) the amount of ordinary income you recognize.

E.If you exercise an ISO after 12/17/2010 and before 12/31/2010 and retain the shares, you will:

1.Be required to include the difference in the fair market value and exercise price as an alternative minimum tax (AMT) adjustment for 2010.

2.Not be subject to employment taxes.

3.If the shares are disposed of within one year of ISO exercise (including through the tender offer or the merger), have ordinary income at the time of disposition equal to the difference between the fair market value per share of stock at the time of exercise (or, if less, the amount you realize on the disposition of the shares) and the exercise price per share. Additionally, you will have short-term capital gain or loss, as the case may be, equal to the difference (if any) between the amount you received upon disposition of the shares and the sum of (a) the option exercise price and (b) the amount of ordinary income you recognize.

2

F.If you exercise an ISO after 12/31/2010 and retain the shares, you will receive the stock and not be subject to employment taxes. If the shares are disposed of within one year of ISO exercise (including through the tender offer or the merger), you will have ordinary income at the time of disposition equal to the difference between the fair market value per share of stock at the time of exercise (or, if less, the amount you realize on the disposition of the shares) and the exercise price per share. Additionally, you will have short-term capital gain or loss, as the case may be, equal to the difference (if any) between the amount you received upon disposi tion of the shares and the sum of (a) the option exercise price and (b) the amount of ordinary income you recognize.

Note for all ISO Exercises:  If you exercise an ISO in 2010 and sell the shares in 2010, the difference in the 2010 selling price and the exercise price will be taxed at ordinary income tax rates.  The same holds true for an exercise in 2011 and a sale in 2011.  If you exercise an ISO in 2010 and sell the shares in 2011, the difference in the 2011 selling price and the exercise price will be taxed at ordinary income tax rates.  A credit for the 2010 AMT taxes paid that are attributable to the ISO exercise should be available.

Note:  A “NQSO” means a Non-Qualified Stock Option. An “ISO” means an Incentive Stock Option.

Sale of Other Shares Owned …

A.If you choose to sell on or before 12/17/2010, shares that you own,

1.You will NOT receive the $0.17 per share dividend payable on 12/30/2010.

2.Short-term capital gains will be taxed at ordinary income tax rates (35% maximum federal income tax rate) and long-term capital gains will be taxed at long-term capital gain rates (15% maximum federal income tax rate).

B.If you choose to sell after 12/17/2010, shares that you own on or before 12/17/2010,

1.You will receive the $0.17 per share dividend payable on 12/30/2010.

2.2010 short-term capital gains will be taxed at ordinary income tax rates (35% maximum federal income tax rate) and 2010 long-term capital gains will be taxed at long-term capital gain rates (15% maximum federal income tax rate).

3.2011 short-term and long-term capital gains will be taxed based upon rates in effect for 2011 which are not known at this time.

In each case, applicable state and local income taxes will apply.

Un-exercised NQSO and ISO Options … You will have two choices with respect to options that are outstanding (whether exercisable or not yet exercisable) in connection with the proposed acquisition as follows:

1.Cash payment equal to the difference between $63.50 and the option exercise price.  This cash payment will be made through payroll shortly after close of the acquisition.  The amount will be W-2 taxable income in 2011 and be subject to applicable income and employment taxes.

OR

2.“Replacement Options” to purchase ABB shares calculated based on a formulaic conversion.  There will be no tax impact to you for this conversion, and the options will retain their NQSO or ISO status.  An example of this conversion is illustrated on Exhibit “A” attached. The Replacement Options will be fully vested at all times.  However, there may be a period of up to five business days following the merger during which exercise of the Replacement Option may be prohibited.

You should refer to the Option Election Form that you have previously received for more information about the process for electing the cashout.

NOTE:  If no election is made, the outstanding options will automatically convert to fully vested exercisable options to purchase ABB shares as indicated in 2. above.

3

Un-vested RSUs … Upon closing the acquisition, the value of un-vested RSUs (that have not been deferral elected) will be paid to you in cash. The value will be equal to $63.50 x the # of RSUs.  This cash payment will be W-2 taxable income in 2011 and will be subject to applicable income and employment tax withholdings.

Deferred RSUs … At closing, the value of deferred RSUs will be converted to a cash value and this amount will be transferred into a deferral account at Merrill Lynch.  The cash value so transferred will be equal to $63.50 x the # of RSUs in the deferral bucket at that time.  A few days prior to the close of the acquisition, you will be provided with an election form on which you will choose into which investment you want the converted cash value to be moved.  The date you previously elected for the RSU deferral payout date will become the deferral payout date for this converted cash.  There will be no tax impact to you for this conversion.

4

EXHIBIT “A”

All unvested options will become fully vested at the closing of the Merger.  Each option that you did not elect to cashout will automatically be converted into an option (the “Replacement Option”)  to purchase ABB American Depositary Shares (“ABB ADS’s”).  The exercise price of the Replacement Option and number of ABB ADS’s subject to your Replacement Option will be determined using the following methodology and formula.

1.An Option Exchange Ratio will be established by dividing the $63.50 per share purchase price for Baldor common stock by the ABB Share price, which will be determined by averaging the volume weighted average sales price for an ABB Share for the ten consecutive trading days immediately preceding the merger.

2.The number of ABB ADS’s subject to your Replacement Option will be determined by multiplying the number of shares subject to your Baldor option by the Option Exchange Ratio (and rounding down to the nearest whole number).

3.The per share exercise price of your Replacement Option will be determined by dividing the per share exercise price of your Baldor option immediately prior to the merger by the Option Exchange Ratio (and rounding up to the nearest whole cent).

Here is an example using hypothetical numbers to demonstrate how the conversion will work:

·Assume that the ABB Share price is $19.84 (determined as described in 1. above).

·Given an ABB Share price of $19.84, the Option Exchange Ratio would be 3.2 (determined as described in 1. above).

Calculation … $63.50 / $19.84 = 3.2

·If an employee had an option for 1,000 shares of Baldor stock with an exercise price of $30 per share, at the time of the merger this option would be converted to an option for 3,200 ABB ADS’s (determined as described in 2. above) at an exercise price per share of $9.38 (determined as described in 3. above).

Calculation … 1,000 x 3.2 = 3,200Calculation … $30 / 3.2 = $9.38

·Immediately before the merger, the Baldor option had a “spread” value of $33,500.

Calculation … $63.50 - $30.00 = $33.50 per share x 1,000 shares = $33,500

·Immediately after the merger, the converted ABB option has a “spread” value of $33,472.

Calculation … $19.84 - $9.38 = $10.46 per share x 3,200 shares = $33,472

The Replacement Option will be immediately exercisable (though there may be a period of up to five business days following the merger during which exercise of the Replacement Option may be prohibited), but all other terms that applied to your Baldor options before the merger will apply to Replacement Option.  The methodology and process for exercising the Replacement Option will be communicated to you at a later date.

5

EX-99.(A)(19)

Exhibit (a)(19)

BALDOR ELECTRIC COMPANY
Impact of Anticipated Taxable Transactions
Related to District Managers

Following is a brief discussion of the expected 2010 and 2011 tax consequences in connection with the proposed ABB transaction.  Our intent is to supply general information regarding existing alternatives, as well as generally describe the taxability of each type of income. We recommend that you seek independent professional tax advice.  If you have any questions, please contact Gina Stafford at (479) 648-5763 (gstafford@baldor.com) or Gene Houston at (479) 648-5925 (ghouston@baldor.com).

Certificates bearing a Restrictive Legend …

Any “clean” certificates (i.e., certificates for shares held for at least one year post-option exercise for which the restrictions have been removed from the stock certificates) can be sold or tendered.  If you currently hold stock certificates that bear a restrictive legend AND you have owned those shares in excess of 1 year AND you wish to sell the shares in the open market, please send these stock certificates directly to the transfer agent, Continental Stock Transfer & Trust Company.  It is advisable to send the certificates via overnight express and insured.  DO NOT sign the back of the certificates.  Include a cover letter requesting that the legend and restrictions be removed immediately and that the un-restricted share certificate be returned to you immediately.  The address for Continental is below:

Attn: Compliance Department

Continental Stock Transfer & Trust Company

17 Battery Place — Floor 8

New York NY 10004

If you currently hold stock certificates that bear a restrictive legend and those certificates have not been held for more than 1 year, you cannot sell those “restricted” shares in the open market; however, those shares can still be tendered as described below.

Tender of Shares … ABB, through its subsidiary the Brock Acquisition Corp., commenced a tender offer for all the shares of Baldor common stock on 12/8/2010.  The tender offer is expected to expire on 1/10/2011 but may be extended in certain circumstances.  The tender offer documents filed by ABB with the Securities Exchange Commission and the solicitation/recommendation statement filed by Baldor with the Securities and Exchange Commission contain instructions on how to tender the shares you currently own.  You should review those materials carefully prior to making any decision regarding whether to tender your shares..

A.If you elect at any time during the offer period to tender shares that you own on 12/17/2010, you will:

1.Receive the $0.17 per share dividend payable on 12/30/2010.

2.Receive a check upon close of the acquisition in 2011 equal to $63.50 x the number of shares tendered.  The short-term and/or long-term capital gains from this cash payment will be subject to tax rates in effect for 2011 that are not yet known. Shares must be owned for a minimum of 1 year after option exercise in order to qualify for long-term capital gain treatment.

B.If you elect to tender shares that you acquire after 12/17/2010, you will receive a check upon closing the acquisition in 2011 equal to $63.50 x the number of shares tendered.  The gain from this cash payment will be subject to short-term capital gain tax rates in effect for 2011 that are not yet known.

Outstanding Exercisable Stock Options …

1.If you exercise an NQSO on or before 12/17/2010 and make an 83b election, you will:  1) receive the $0.17 per share dividend payable on 12/30/2010, and 2) incur 1099-MISC ordinary taxable income in 2010 in an amount equal to the “spread” on the date you exercise the NQSO.

2.If you exercise an NQSO after 12/17/2010 and before 12/31/2010 and make an 83b election, you will incur 1099-MISC ordinary taxable income in 2010 in an amount equal to the “spread” on the date you exercise the NQSO.

3.If you exercise an NQSO after 12/31/2010 and make an 83b election, you will incur 1099-MISC ordinary taxable income in 2011 in an amount equal to the “spread” on the date you exercise the NQSO.

1

Note for all NQSO Exercises:  The “spread” is the difference between the fair market value at date of exercise and the exercise price.  The gain (or loss) from a subsequent open market sale of this stock prior to the closing of the merger will be subject to short-term capital gains tax rates (or subject to the rules regarding short-term capital losses) in effect for the year in which  this disposition occurs.  If stock is held and not sold in the open market, then upon closing in 2011, the gain (or loss) will be subject to short-term capital gains tax rates in effect for 2011 (or subject to the rules regarding short-term capital losses).

Un-exercised NQSO Options … You will have two choices with respect to options that are outstanding (whether exercisable or not yet exercisable) in connection with the proposed acquisition as follows:

1.Cash payment equal to the difference between $63.50 and the option exercise price.  This cash payment will be made through accounts payable shortly after close of the acquisition.  The amount will be 1099-MISC ordinary income in 2011.

OR

2.“Replacement Options” to purchase ABB American Depositary Receipts calculated based on a formulaic conversion.  There will be no tax impact to you for this conversion. An example of this conversion is illustrated on Exhibit “A” attached. The Replacement Options will be fully vested at all times.  However, there may be a “blackout” period of up to five business days following the closing of the merger during which time you will not be able to exercise the Replacement Options.

You should refer to the Option Election Form that you have previously received for more information about the process for electing the cashout.

Note:  If no election is made, outstanding options will automatically convert to fully vested exercisable options to purchase ABB American Depositary Receipts as described in Exhibit “A” attached.

2

EXHIBIT “A”

All unvested options will become fully vested at the closing of the Merger.  Each option that you did not elect to cashout will automatically be converted into an option (the “Replacement Option”)  to purchase ABB American Depositary Shares (“ABB ADS’s”).  The exercise price of the Replacement Option and number of ABB ADS’s subject to your Replacement Option will be determined using the following methodology and formula.

1.An Option Exchange Ratio will be established by dividing the $63.50 per share purchase price for Baldor common stock by the ABB Share price, which will be determined by averaging the volume weighted average sales price for an ABB Share for the ten consecutive trading days immediately preceding the merger.

2.The number of ABB ADS’s subject to your Replacement Option will be determined by multiplying the number of shares subject to your Baldor option by the Option Exchange Ratio (and rounding down to the nearest whole number).

3.The per share exercise price of your Replacement Option will be determined by dividing the per share exercise price of your Baldor option immediately prior to the merger by the Option Exchange Ratio (and rounding up to the nearest whole cent).

Here is an example using hypothetical numbers to demonstrate how the conversion will work:

·Assume that the ABB Share price is $19.84 (determined as described in 1. above).

·Given an ABB Share price of $19.84, the Option Exchange Ratio would be 3.2 (determined as described in 1. above).

Calculation … $63.50 / $19.84 = 3.2

·If a district manager had an option for 1,000 shares of Baldor stock with an exercise price of $30 per share, at the time of the merger this option would be converted to an option for 3,200 ABB ADS’s (determined as described in 2. above) at an exercise price per share of $9.38 (determined as described in 3. above).

Calculation … 1,000 x 3.2 = 3,200Calculation … $30 / 3.2 = $9.38

·Immediately before the merger, the Baldor option had a “spread” value of $33,500.

Calculation … $63.50 - $30.00 = $33.50 per share x 1,000 shares = $33,500

·Immediately after the merger, the converted ABB option has a “spread” value of $33,472.

Calculation … $19.84 - $9.38 = $10.46 per share x 3,200 shares = $33,472

The Replacement Option will be immediately exercisable (though there may be a period of up to five business days following the merger during which exercise of the Replacement Option may be prohibited), but all other terms that applied to your Baldor options before the merger will apply to Replacement Option.  The methodology and process for exercising the Replacement Option will be communicated to you at a later date.

3

EX-99.(A)(20)

Exhibit (a)(20)

BALDOR ELECTRIC COMPANY
Impact of Anticipated Taxable Transactions
Related to General Employees in the U.S.

Following is a brief discussion of the expected 2010 and 2011 tax consequences in connection with the proposed ABB transaction.  Our intent is to supply general information regarding existing alternatives, as well as generally describe the taxability of each type of income.  We strongly recommend that you seek independent professional tax advice.

Outstanding Exercisable Stock Options …

A.If you exercise an ISO on or before 12/17/2010 and retain the shares, you will:

1.Be required to include the difference in the fair market value and exercise price as an alternative minimum tax (AMT) adjustment for 2010.

2.Receive the $0.17 per share dividend payable on 12/30/2010 with respect to the shares held until 12/18/2010.

3.Not be subject to employment taxes.

4.Since the shares are expected to be disposed of within one year of ISO exercise, you will have ordinary income at the time of disposition equal to the difference between the fair market value per share of stock at the time of exercise (or, if less, the amount you realize on the disposition of the shares) and the exercise price per share. Additionally, you will have short-term capital gain or loss, as the case may be, equal to the difference (if any) between the amount you received upon disposition of the shares and the sum of (a) the option exercise price and (b) the amount of ordinary income you recognize.

B.If you exercise an ISO after 12/17/2010 and before 12/31/2010 and retain the shares, you will:

1.Be required to include the difference in the fair market value and exercise price as an alternative minimum tax (AMT) adjustment for 2010.

2.Not be subject to employment taxes.

3.Since the shares are expected to be disposed of within one year of ISO exercise, have ordinary income at the time of disposition equal to the difference between the fair market value per share of stock at the time of exercise (or, if less, the amount you realize on the disposition of the shares) and the exercise price per share. Additionally, you will have short-term capital gain or loss, as the case may be, equal to the difference (if any) between the amount you received upon disposition of the shares and the sum of (a) the option exercise price and (b) the amount of ordinary income you recognize.

C.If you exercise an ISO after 12/31/2010 and retain the shares, you will receive the stock and not be subject to employment taxes.  Since the shares are expected to be disposed of within one year of ISO exercise (including through the tender offer or the merger), you will have ordinary income at the time of disposition equal to the difference between the fair market value per share of stock at the time of exercise (or, if less, the amount you realize on the disposition of the shares) and the exercise price per share. Additionally, you will have short-term capital gain or loss, as the case may be, equal to the difference (if any) between the amount you received upon disposition of the shares and the sum of (a) the option exercise price and (b) the amount of ordinary income you recognize.

D.If you choose to transact a “cashless exercise” utilizing a brokerage firm of your choice, you may or may not receive the USD $0.17 per share dividend payable on 12/30/2010 due to the timing of your transaction.  You need to discuss this with your broker.

Note for all ISO Exercises:  If you exercise an ISO in 2010 and sell the shares in 2010, the difference in the 2010 selling price and the exercise price will be taxed at ordinary income tax rates.  The same holds true for an exercise in 2011 and a sale in 2011.  If you exercise an ISO in 2010 and sell the shares in 2011, the difference in the 2011 selling price and the exercise price will be taxed at ordinary income tax rates.  A credit for the 2010 AMT taxes paid that are attributable to the ISO exercise may be available.

Note: An “ISO” means an Incentive Stock Option.

1

Sale of Other Shares Owned …

A.If you choose to sell on or before 12/17/2010, shares that you own,

1.You will NOT receive the $0.17 per share dividend payable on 12/30/2010.

2.Short-term capital gains will be taxed at ordinary income tax rates (35% maximum federal income tax rate) and long-term capital gains will be taxed at long-term capital gain rates (15% maximum federal income tax rate).

B.If you choose to sell after 12/17/2010, shares that you own on or before 12/17/2010,

1.You will receive the $0.17 per share dividend payable on 12/30/2010.

2.2010 short-term capital gains will be taxed at ordinary income tax rates (35% maximum federal income tax rate) and 2010 long-term capital gains will be taxed at long-term capital gain rates (15% maximum federal income tax rate).

3.2011 short-term and long-term capital gains will be taxed based upon rates in effect for 2011 which are not known at this time.

In each case, applicable state and local income taxes will apply.

Tender of Shares … ABB, through its subsidiary Brock Acquisition Corp., commenced a tender offer for all the shares of Baldor common stock on 12/8/2010.  The tender offer is expected to expire on 1/10/2011 but may be extended in certain circumstances.  The tender offer documents filed by ABB with the Securities Exchange Commission and the solicitation/recommendation statement filed by Baldor with the Securities and Exchange Commission contain instructions on how to tender the shares you currently own.  You should review those materials carefully prior to making any decision regarding whether to tender your shares.

A.If you elect to tender shares that you own on or before 12/17/2010, you will:

1.Receive the $0.17 per share dividend payable on 12/30/2010 (assuming you hold the shares until 12/17/2010).

2.Receive a check upon closing the acquisition in 2011 equal to $63.50 x the number of shares tendered.  The ordinary income or short-term and/or long-term capital gains from this cash payment will be subject to tax rates in effect for 2011 that are not yet known.  Shares must be owned a minimum of 1 year in order to qualify for long-term capital gain treatment.

If you elect to tender shares that you acquire after 12/17/2010, you will receive a check upon closing the acquisition in 2011 equal to $63.50 x the number of shares tendered.  The gain from this cash payment will be subject to ordinary income or short-term capital gain tax rates in effect for 2011 that are not yet known.

Un-exercised ISO Options … You will have two choices with respect to options that are outstanding (whether exercisable or not yet exercisable) in connection with the proposed acquisition as follows:

1.Cash payment equal to the difference between $63.50 and the option exercise price.  This cash payment will be made through payroll shortly after close of the acquisition.  The amount will be W-2 taxable income in 2011 and be subject to applicable income and employment taxes.

OR

2.“Replacement Options” to purchase ABB shares calculated based on a formulaic conversion.  There will be no tax impact to you for this conversion, and the options will retain their ISO status.  An example of this conversion is illustrated on Exhibit “A” attached.  The Replacement Options will be fully vested at all times.  However, there may be a period of up to five business days following the merger during which exercise of the Replacement Option may be prohibited.

2

You should refer to the Option Election Form that you have previously received for more information about the process for electing the cashout.

NOTE:  If no election is made, the outstanding options will automatically convert to fully vested exercisable options to purchase ABB shares as indicated in 2. above.

Applicable Employment Tax Withholdings discussed in this memo are based upon statutory supplemental tax withholding rates for federal at 25% (35% for supplemental wages earned during a year in excess of $1 million) and state based upon the table below, FICA (Social Security) as appropriate and Medicare at 1.45%.  Your actual 2010 and 2011 federal and state income taxes will be based upon your total taxable income for those years and could be taxed at a rate significantly higher than the federal and state statutory tax withholding rates.

State	Tax %
Arkansas	7.00
Georgia	6.00
Mississippi	4.75
Missouri	6.00
North Carolina	6.00
Oklahoma	5.50
South Carolina	7.00
Wisconsin	6.75

Contact Information …

1.If you have questions and are located at a Baldor plant facility, contact your HR Manager.

2.If you have questions and are located in the Fort Smith office or the Greenville office, contact Gina Stafford at (479) 648-5763 (gstafford@baldor.com) or Gene Houston at (479) 648-5925 (ghouston@baldor.com).

3

EXHIBIT “A”

All unvested options will become fully vested at the closing of the Merger.  Each option that you did not elect to cashout will automatically be converted into an option (the “Replacement Option”)  to purchase ABB American Depositary Shares (“ABB ADS’s”).  The exercise price of the Replacement Option and number of ABB ADS’s subject to your Replacement Option will be determined using the following methodology and formula.

1.An Option Exchange Ratio will be established by dividing the $63.50 per share purchase price for Baldor common stock by the ABB Share price, which will be determined by averaging the volume weighted average sales price for an ABB Share for the ten consecutive trading days immediately preceding the merger.

2.The number of ABB ADS’s subject to your Replacement Option will be determined by multiplying the number of shares subject to your Baldor option by the Option Exchange Ratio (and rounding down to the nearest whole number).

3.The per share exercise price of your Replacement Option will be determined by dividing the per share exercise price of your Baldor option immediately prior to the merger by the Option Exchange Ratio (and rounding up to the nearest whole cent).

Here is an example using hypothetical numbers to demonstrate how the conversion will work:

·Assume that the ABB Share price is $19.84 (determined as described in 1. above).

·Given an ABB Share price of $19.84, the Option Exchange Ratio would be 3.2 (determined as described in 1. above).

Calculation … $63.50 / $19.84 = 3.2

·If an employee had an option for 1,000 shares of Baldor stock with an exercise price of $30 per share, at the time of the merger this option would be converted to an option for 3,200 ABB ADS’s (determined as described in 2. above) at an exercise price per share of $9.38 (determined as described in 3. above).

Calculation … 1,000 x 3.2 = 3,200Calculation … $30 / 3.2 = $9.38

·Immediately before the merger, the Baldor option had a “spread” value of $33,500.

Calculation … $63.50 - $30.00 = $33.50 per share x 1,000 shares = $33,500

·Immediately after the merger, the converted ABB option has a “spread” value of $33,472.

Calculation … $19.84 - $9.38 = $10.46 per share x 3,200 shares = $33,472

The Replacement Option will be immediately exercisable (though there may be a period of up to five business days following the merger during which exercise of the Replacement Option may be prohibited), but all other terms that applied to your Baldor options before the merger will apply to Replacement Option.  The methodology and process for exercising the Replacement Option will be communicated to you at a later date.

4

EX-99.(A)(21)

Exhibit (a)(21)

BALDOR ELECTRIC COMPANY
Impact of Anticipated Taxable Transactions
Related to General Employees outside the U.S.

Tax Impact … Any of the transactions listed below may or may not have a tax impact in your country. This memorandum does NOT describe any of these potential tax impacts.  We strongly recommend that you seek independent professional tax advice to determine the consequences of these transactions.

Outstanding Exercisable Incentive Stock Options - Effect on December Dividend

A.If you exercise an ISO on or before 12/17/2010 and retain the shares, you will receive the USD $0.17 per share dividend payable on 12/30/2010 assuming shares are held until 12/18/2010.

B.If you exercise an ISO after 12/17/2010 and retain the shares, you will NOT receive the USD $0.17 per share dividend payable on 12/30/2010.

C.If you choose to transact a “cashless exercise” utilizing a brokerage firm of your choice, you may or may not receive the USD $0.17 per share dividend payable on 12/30/2010 due to the timing of your transaction.  You need to discuss this with your broker.

Sale of Shares Owned …

A.If you choose to sell on or before 12/17/2010, shares that you own, you will NOT receive the USD $0.17 per share dividend payable on 12/30/2010.

B.If you choose to sell after 12/17/2010, shares that you own on or before 12/17/2010, you will receive the USD $0.17 per share dividend payable on 12/30/2010.

Tender of Shares … ABB, through its subsidiary the Brock Acquisition Corp., commenced a tender offer for all the shares of Baldor common stock on 12/8/2010.  The tender offer is expected to expire on 1/10/2011 but may be extended in certain circumstances.  The tender offer documents filed by ABB with the Securities Exchange Commission and the solicitation/recommendation statement filed by Baldor with the Securities and Exchange Commission contain instructions on how to tender the shares you currently own.  You should review those materials carefully prior to making any decision regarding whether to tender your shares.

A.If you elect to tender shares that you own on or before 12/17/2010, you will:

1.Receive the USD $0.17 per share dividend payable on 12/30/2010 (less any applicable tax withholdings, assuming you hold the shares until 12/17/2010).

2.Receive a check upon closing the acquisition in 2011 equal to USD $63.50 x the number of shares (less any applicable tax withholdings).

B.If you elect to tender shares that you acquire after 12/17/2010, you will receive a check upon closing the acquisition in 2011 equal to USD $63.50 x the number of shares (less any applicable tax withholdings).

Un-exercised ISO Options … You will have two choices with respect to options that are outstanding (whether exercisable or not yet exercisable) in connection with the proposed acquisition as follows:

1.Cash payment equal to the difference between USD $63.50 and the option exercise price (less any applicable tax withholdings).  This cash payment will be made through payroll shortly after close of the acquisition.

OR

2.“Replacement Options” to purchase ABB shares calculated based on a formulaic conversion.  You should discuss the tax impact of this conversion with your tax advisor.  An example of this conversion is illustrated on Exhibit “A” attached.  The Replacement Options will be fully vested at all times.  However, there may be a period of up to five business days following the merger during which exercise of the Replacement Option may be prohibited.

You should refer to the Option Election Form that you have previously received for more information about the process for electing the cashout.

1

NOTE:  If no election is made, the outstanding options will automatically convert to fully vested exercisable options to purchase ABB shares as indicated in 2. above.

Contact Information … If you have questions and are located at a non-U.S. Baldor facility, contact your HR Manager.

2

EXHIBIT “A”

NOTE: In the discussion below, assume all dollar values are in USD.

All unvested options will become fully vested at the closing of the Merger.  Each option that you did not elect to cashout will automatically be converted into an option (the “Replacement Option”)  to purchase ABB American Depositary Shares (“ABB ADS’s”).  The exercise price of the Replacement Option and number of ABB ADS’s subject to your Replacement Option will be determined using the following methodology and formula.

1.An Option Exchange Ratio will be established by dividing the $63.50 per share purchase price for Baldor common stock by the ABB Share price, which will be determined by averaging the volume weighted average sales price for an ABB Share for the ten consecutive trading days immediately preceding the merger.

2.The number of ABB ADS’s subject to your Replacement Option will be determined by multiplying the number of shares subject to your Baldor option by the Option Exchange Ratio (and rounding down to the nearest whole number).

3.The per share exercise price of your Replacement Option will be determined by dividing the per share exercise price of your Baldor option immediately prior to the merger by the Option Exchange Ratio (and rounding up to the nearest whole cent).

Here is an example using hypothetical numbers to demonstrate how the conversion will work:

·Assume that the ABB Share price is $19.84 (determined as described in 1. above).

·Given an ABB Share price of $19.84, the Option Exchange Ratio would be 3.2 (determined as described in 1. above).

Calculation … $63.50 / $19.84 = 3.2

·If an employee had an option for 1,000 shares of Baldor stock with an exercise price of $30 per share, at the time of the merger this option would be converted to an option for 3,200 ABB ADS’s (determined as described in 2. above) at an exercise price per share of $9.38 (determined as described in 3. above).

Calculation … 1,000 x 3.2 = 3,200Calculation … $30 / 3.2 = $9.38

·Immediately before the merger, the Baldor option had a “spread” value of $33,500.

Calculation … $63.50 - $30.00 = $33.50 per share x 1,000 shares = $33,500

·Immediately after the merger, the converted ABB option has a “spread” value of $33,472.

Calculation … $19.84 - $9.38 = $10.46 per share x 3,200 shares = $33,472

The Replacement Option will be immediately exercisable (though there may be a period of up to five business days following the merger during which exercise of the Replacement Option may be prohibited), but all other terms that applied to your Baldor options before the merger will apply to Replacement Option.  The methodology and process for exercising the Replacement Option will be communicated to you at a later date.

3

EX-99.(A)(22)

Exhibit (a)(22)

Press Release

ABB and Baldor Receive Request for Additional Information from DOJ Relating to Pending Acquisition

Zurich, Switzerland and Fort Smith, Arkansas, USA, December 21, 2010 — ABB Ltd (NYSE: ABB), the leading power and automation technology group, and Baldor Electric Company (NYSE: BEZ), a North American leader in industrial motors, announced today that the Antitrust Division of the United States Department of Justice (DOJ) has issued requests for additional information and documentary material (“Second Request”) in connection with its review of ABB’s pending acquisition of Baldor.  ABB and Baldor believe that the DOJ issued the requests in order to give itself additional time to complete its review of the transaction.  Both parties remain confident that the DOJ will conclude that the transaction raises no antitrust concerns.

As previously disclosed, on December 8, 2010, ABB’s subsidiary, Brock Acquisition Corporation, commenced a cash tender offer for all of the outstanding shares of common stock of Baldor at a price of $63.50 per share, in accordance with the terms and conditions of a merger agreement entered into between ABB and Baldor as of November 29, 2010.  The closing of the tender offer is subject to customary terms and conditions, including the expiration or termination of the applicable waiting period under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. While a definitive closing date cannot yet be determined, ABB and Baldor maintain their expectation that the transaction will close in the first quarter of 2011.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on the night of Monday, January 10, 2011, unless extended pursuant to the terms of the merger agreement or the applicable rules and regulations of the SEC.  Any extension of the offer will be announced no later than 9:00 am, New York City time, on the first business day following the scheduled expiration time.

ABB (www.abb.com) is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. The ABB Group of companies operates in around 100 countries and employs about 117,000 people.

Baldor Electric Company (NYSE: BEZ) markets, designs and manufactures industrial electric motors, mechanical power transmission products, drives and generators. Baldor employs approximately 7,000 people and is headquartered in Fort Smith, Arkansas, USA.

ABB Forward-Looking Statement

This press release contains “forward-looking statements” relating to the acquisition of Baldor by ABB. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition will be realized. Forward-looking statements in the press release should be evaluated together with the many uncertainties that affect ABB’s business, particularly those identified in the cautionary factors discussion in ABB’s Annual Report on Form 20-F for the year ended Dec. 31, 2009. ABB undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Baldor Forward-Looking Statement

This document contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements contained in this document (generally identified by words or phrases indicating a projection or future expectation such as “assume”, “believe”, “can”, “continue”, “could”, “depend”, “estimate”, “expect”, “forecast”, “future”, “if”, “intend”, “may”, “ongoing”, “pending”, “probable”, “projected”, “should”, “subject to”, “will”, “would”, or any grammatical forms of these words or other similar words) are based on the Company’s current expectations and are subject to risks and uncertainties. Accordingly, you are cautioned that any such forward-looking statements are not guar antees of future performance and involve risks and uncertainties, and that actual results may differ materially

Press Release

from those projected in the forward-looking statements as a result of various factors, including those more described in under “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2010 and Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended January 2, 2010, each of which have been filed with the SEC, as well as: uncertainties as to the timing of the Offer and the Merger (each as defined in the Company’s Form 8-K filed with the SEC on November 30, 2010); uncertainties as to how many of the Company’s shareholders will tender their stock in the Offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity m ay prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, distributors, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the SEC by the Company.  Investors and shareholders are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

This release is neither an offer to purchase nor a solicitation of an offer to sell securities. ABB and its indirect, wholly-owned subsidiary, Brock Acquisition Corporation, have filed a tender offer statement on Schedule TO with the SEC, and Baldor has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Investors and Baldor shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 because they contain important information. These documents are available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge by directing a request to ABB at www.abb.com or at ABB Ltd - Office of the Corporate Secretary — Affolternstrasse 44, P.O. Box 8131 — CH -8050 Zurich / Switzerland.  A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all shareholders of Baldor free of charge at www.Baldor.com or by contacting Baldor at P.O. Box 2400, Fort Smith, Arkansas, telephone number 479-648-5769.

For more information please contact:

ABB Media Relations: Thomas Schmidt (Zurich, Switzerland) Tel: +41 43 317 6568 media.relations@ch.abb.com ABB Investor Relations: Switzerland: Tel. +41 43 317 7111 USA: Tel. +1 203 750 7743 investor.relations@ch.abb.com Baldor Media Relations: Tracy Long +1 479 648 57 69 Jason W. Green +1 479 649 51 88 (Fort Smith, USA)