Scheme of Amalgamation

of

Bank of Madura Limited...............................Transferor Bank

with

ICICI Bank Limited...................................Transferee Bank


1.1       This Scheme of Amalgamation provides for the amalgamation of Bank of
          Madura Limited, having its registered office at 33, North Chitrai
          Street, Madurai 625 001 (hereinafter referred to as the "Transferor
          Bank") with ICICI Bank Limited, having its registered office at
          Landmark, Race Course Circle, Vadodara 390 007 (hereinafter referred
          to as the "Transferee Bank"), pursuant to Section 44A and other
          relevant provisions of the Banking Regulation Act, 1949 (hereinafter
          referred to as the "said Act").

1.2       In this Scheme of Amalgamation, unless inconsistent with the subject
          or context, the following expressions shall have the following
          meaning:

1.2.1     "the Board of Transferee Bank", shall mean the Board of Directors of
          the Transferee Bank, any Committee(s) constituted/to be constituted by
          the Board of Directors of the Transferee Bank or any other person
          authorised/to be authorised by the Board/Committee to exercise its
          powers including the powers in terms of this Scheme.

1.2.2     "the Effective Date" shall mean the date on which the Scheme of
          amalgamation is sanctioned by the Reserve Bank of India or such other
          date as may be specified by the Reserve Bank of India by an order in
          writing passed in this behalf under the provisions of the said Act.

          References in the Scheme of Amalgamation to the "coming into effect of
          the Scheme" shall mean the Effective Date.

1.2.3     "the Specified Date" shall mean such date as may be directed, by way
          of a further order in writing, by the Reserve Bank or India on which
          date the Transferor Bank shall stand dissolved.

1.2.4     "the said liabilities" shall mean all debts, demand deposits, saving
          bank deposits, term deposits, time and demand liabilities,
          borrowings, bills




<PAGE>


          payable, interest accrued and all other liabilities, duties,
          undertakings and obligations of the Transferor Bank, as on the
          Effective Date.

1.2.5     "the said assets" shall mean the entire undertaking, the entire
          business, all the properties (whether movable or immovable, tangible
          or intangible), assets, investments of all kinds, all cash balances
          with the Reserve Bank of India and other banks, money at call and
          short notice, loans, advances, contingent rights or benefits, lease
          and hire purchase contracts, benefit of any security arrangements,
          authorities, allotments, approvals, reversions, buildings and
          structures, office and residential premises, lenancies, leases,
          licenses, fixed assets and other assets, powers, consents,
          registrations, agreements, contracts, engagements, arrangements of
          all kinds, rights, titles, interests, benefits and advantages of
          whatsoever nature and wheresoever situate belonging to or in the
          ownership, power or possession or in the control of or vested in or
          granted in favour of or enjoyed by the Transferor Bank or to which
          the Transferor Bank may be entitled and include but without being
          limited to trade and service names and marks and other intellectual
          property rights of any nature whatsoever, permits, approvals,
          authorisations, rights to use and avail of telephones, telexes,
          facsimile, email, internet, leased line connections and
          installations, utilities, electricity and other services, reserves,
          provisions, funds, benefits of all agreements, all necessary records,
          files, papers, computer programs, manuals, data, catalogues, sales
          and advertising materials, lists and other details of present and
          former customers and suppliers, customers credit information,
          customer pricing information and other records in connection with or
          relating to the Transferor Bank and all other interests of whatsoever
          nature belonging to or in the ownership, power or possession and in
          the control of or vested in or granted in favour of or enjoyed by the
          Transferor Bank, whether in India or abroad, as on the Effective
          Date.

1.2.6     "the Scheme" shall mean the Scheme of Amalgamation of the Transferor
          Bank with the Transferee Bank in its present form or as may be
          modified from time to time.

2.        On and from the Effective Date and subject to the provision of the
          Scheme in relation to the mode of transfer and vesting, other than
          such of the said assets as are movable in nature or are otherwise
          capable of transfer by manual delivery or by endorsement and
          delivery, the said assets shall be transferred to and vest in the
          Transferee Bank; in respect to such of the said assets as are movable
          in nature or are otherwise capable of transfer by manual delivery or
          by endorsement and delivery, the same shall be so transferred by the
          Transferor Bank, and in respect of the said assets other than those
          transferred in the manner provided hereinabove, the same shall,


                                       2

<PAGE>


          as more particularly provided by virtue of the order of sanction of
          the Reserve Bank of India under the provisions of _________ and other
          applicable provisions of the said Act, without further act,
          instrument or deed, become as and from the Effective Date, the
          estates, assets, rights, title and interests of the Transferee Bank.

3.        The Transferee Bank may, from the Effective Date in accordance with
          the provisions hereof, if so required, under any law or otherwise,
          execute deeds of confirmation or any other writings in favour of any
          other party to any contract or arrangement to which the Transferor
          Bank is a party or is subject to in order to give formal effect to
          the Scheme as may be necessary. The Transferee Bank shall, under the
          provisions of the Scheme, be deemed to be authorised to execute any
          such writings on behalf of the Transferor Bank and to implement or
          carry out all such formalities or compliances referred to hereinabove
          on the part of the Transferor Bank, to he carried out or performed.

4.        On and from the Effective Date, all the said liabilities of the
          Transferor Bank shall also be and stand transferred or deemed to be
          transferred, without further act, instrument or deed, to the
          Transferee Bank, pursuant to the provisions of Section 44A and other
          applicable provisions of the said Act, so as to become the debts,
          liabilities, duties, undertakings and obligations of the Transferee
          Bank and further that it shall not be necessary to obtain the consent
          of any third party or other person who is a party to any contract or
          arrangement by virtue of which such debts, liabilities, duties and
          obligations have arisen in order to give effect to the provisions of
          the Scheme.

5.       (a)   On and from the Effective Date, any debentures, bonds, notes
               or other debt securities, if any, whether convertible into
               equity or otherwise (hereinafter referred to as the
               "Transferor's Securities"), and whether issued in India or
               abroad by the Transferor Bank, shall, without further act,
               instrument or deed become securities of the Transferee Bank and
               all rights, powers, duties and obligations in relation thereto
               shall he transferred to and vest in and shall upon coming into
               effect of the Scheme, be exercised by or against the Transferee
               Bank as if it were the Transferor Bank.

         (b)   The Transferor's Securities that have become the securities of
               the Transferee Bank, referred to aforesaid, shall be listed
               and/or admitted to trading as securities of the Transferee Bank
               on the relevant Stock Exchange(s) in India, in accordance with
               the terms of their respective issues save as specially modified
               by the


                                       3

<PAGE>


               provisions of the Scheme, or by necessary implication. The
               Transferee Bank shall enter into such arrangements and issue
               such confirmations and/or undertakings as may be necessary in
               accordance with the applicable laws or regulations, for the
               above purposes and further that it shall not be necessary to
               obtain the consent of any holder of the securities or any other
               person to give effect to the provisions of the Scheme.

         (c)   On and from the Effective Date, any loans or other obligation due
               between or amongst the Transferor Bank and the Transferee Bank,
               if any, shall stand discharged and there shall be no liability
               in that behalf. In so far as any securities, debentures or notes
               issued by the Transferor Bank, and held by the Transferee Bank
               or vice versa, are concerned, the same shall, unless sold or
               transferred by the Transferor Bank or Transferee Bank, as the
               case may be, at any time prior to the Effective Date, stand
               discharged and cancelled as on the Effective Date, and shall be
               of no effect and the Transferor Bank or the Transferee Bank, as
               the case may be, shall have no further obligations outstanding
               in that behalf.

6.        On and from the Effective Date and subject to the provisions hereof
          all contracts, deeds, tenancies, leases, licenses or other
          assurances, agreements, arrangements and other instruments of
          whatsoever nature to which the Transferor Bank is a party to or
          benefit of which the Transferor Bank may be eligible and which are
          subsisting or having effect immediately before the Effective Date,
          shall be in full force and effect against or in favour of the
          Transferee Bank as the case may be and all or any of the rights,
          privileges, obligations and liabilities of the Transferor Bank shall
          be transferred to and vest in the Transferee Bank and may be enforced
          as fully and effectual as if, instead of the Transferor Bank, the
          Transferee Bank had been a party, beneficiary or obligee thereto. The
          Transferee Bank shall, wherever necessary enter into and/or issue
          and/or execute deeds, writing or confirmations or enter into
          tripartite arrangements, confirmations or novations to which the
          Transferor Bank will, if necessary, also be a party in order to give
          formal effect to the provisions of the Scheme, on or prior to the
          Effective Date. Further, for the purposes of taxation or otherwise,
          on coming into effect of the Scheme, all the profits or incomes
          accruing or arising to the Transferor Bank or expenditure or losses
          arising or incurred by the Transferor Bank shall for all purposes be
          treated and deemed to be and accrue as the profits or incomes or
          expenditure or losses of the Transferee Bank.


                                       4

<PAGE>


7.        The Transferee Bank may enter into and/or issue and/or execute deeds,
          writings or confirmations or enter into any tripartite arrangement or
          confirmations or novations to which the Transferor Bank shall, if
          necessary, also be a party in order to give formal effect to the
          provisions of the Scheme, if so required, under any law or if it
          becomes necessary, in favour of any party. Wherever such tripartite
          agreements or confirmations or novations are required, the Transferor
          Bank and the Transferee Bank shall ensure that the same is completed
          on or prior to the Effective Date. The Transferee Bank shall under
          the provisions of the Scheme be deemed to be authorised to execute
          any such writings on behalf of the Transferor Bank and to implement
          or carry out all such formalities or compliances referred to
          hereinabove on part of the Transferor Bank to be carried out or
          performed.

8.        On and from the Effective Date, all suits, actions and proceedings of
          whatsoever nature by or against the Transferor Bank pending and/or
          arising on or before the Effective Date shall be continued and be
          enforced by or against the Transferee Bank as effectually as if the
          same had been filed by, pending and/or arising against the Transferee
          Bank,

9.        All the employees of the Transferor Bank in service on the Effective
          Date shall become the employees of the Transferee Bank on such date
          without any break or interruption in service and on emoluments which
          are not less favourable than those subsisting with reference to the
          Transferor Bank as on the Effective Date.

10.       In so far as the provident fund, gratuity fund, superannuation fund or
          any other special scheme(s)/fund(s) created or existing for the
          benefit of the employees of the Transferor Bank are concerned, on and
          from the Effective Date, the same shall stand transferred to the
          Transferee Bank and the Transferee Bank shall stand substituted for
          the Transferor Bank for all purposes whatsoever relating to the
          administration or operation of such schemes or funds or in relation
          to the obligations to make contributions to the said schemes or funds
          in accordance with the provisions of such schemes or funds as per the
          terms provided in the respective trust deeds/other documents to the
          end and intent that all rights, duties, powers and obligations of the
          Transferor Bank in relation to such funds or schemes shall become
          those of the Transferee Bank. It is clarified that the service of the
          employees of the Transferor Bank will be treated as having been
          continued for the purpose of the aforesaid funds or schemes or
          provisions.


                                       5

<PAGE>


11.       With effect from the date of approval of the Scheme by the Board of
          Directors of the Transferor Bank and up to and including the Effective
          Date:

11.1      The Transferor Bank shall carry on all its business and activities
          with reasonable diligence and business prudence and shall not without
          the prior written consent of the Transferee Bank alienate, charge,
          mortgage encumber or otherwise deal with the said assets or any part
          thereof, except in the ordinary course of business, or pursuant to
          any pre-existing obligation(s) undertaken by the Transferor Bank
          prior to the date of approval of the Scheme by its Board of
          Directors, which pre-existing obligations shall be disclosed in
          writing to the Transferee Bank by the Transferor Bank;

11 .2     The Transferor Bank shall not without the prior written consent of the
          joint committee (constituted in terms of sub-clause 11.9 of Clause 11
          of the Scheme) compromise, compound or settle any matter including
          any proceedings, suits or other actions for recovery of any debts or
          dues and nor shall the Transferor Bank, without the prior written
          consent of the joint committee enter into settlement of any debts or
          dues from any person by extending the maturity of any payments due,
          giving of any concession or making of any sacrifices on the claims,
          debts or dues of the Transferor Bank;

11.3      The Transferor Bank shall carry on and be deemed to have carried on
          all its business and activities and shall be deemed to have held and
          been in possession of and shall hold and be in possession of all the
          said assets for and on account of and in trust for the Transferee
          Bank;

11.4      The Transferor Bank shall not, without the prior consent in writing of
          the Board of the Transferee Bank, undertake any new business or
          undertake any substantial expansion of its current business;

11.5      The Transferor Bank shall provide to the Transferee Bank details of
          all charges, mortgages or any other encumbrances within such time as
          the Transferee Bank may require, and ensure the vacation or
          satisfaction of all such charges, mortgages or encumbrances prior to
          the Effective Date;

11.6      The Transferor Bank shall not, without the prior consent in writing of
          the Board of the Transferee Bank, declare or pay any dividend, whether
          interim or final;


                                       6

<PAGE>


11.7      Save and except as may be otherwise permitted or required under the
          provisions of the Scheme, the Transferor Bank and the Transferee Bank
          shall not make any change in their respective capital structure,
          either by issue of new equity or preference shares or bonus shares,
          convertible debentures, share warrants, options, or any securities
          convertible into equity shares or otherwise, sub-division, reduction,
          reclassification, consolidation, buy-back, or in any other manner
          which may affect the share exchange ratio, except with the prior
          written authorisation of the Board of Directors of the Transferor
          Bank and the Board of Directors of the Transferee Bank;

11.8      The Transferor Bank shall not, without the prior consent in writing of
          the Board of the Transferee Bank, alter, enhance or revise the
          emoluments, or perquisites or alter, enhance or revise the
          contributions of the Transferor Bank to any schemes/funds established
          by or under any law or otherwise including by way of any awards,
          settlements or standing orders, as applicable to the employees of the
          Transferor Bank; and

11.9      A joint committee comprising such number and of such persons (whether
          or not being the employees of the Transferor Bank and/or the
          Transferee Bank) as may be determined by the Transferee Bank be
          constituted to take such decisions as provided in the Scheme. No
          material decision in relation to the Transferor Bank's business and
          affairs, and/or such other matters as the Transferee Bank may from
          time to time notify shall be taken by the Transferor Bank and no
          agreement or transaction (other than an agreement or transaction in
          the ordinary course of the Transferor Bank's business) shall be
          entered into or performed by the Transferor Bank without the approval
          of the said joint committee including the appointment of any new
          person as an employee or staff or otherwise. The persons on the joint
          committee nominated by the Transferee Bank shall be entitled to
          attend the offices of the Transferor Bank and observe the business
          and activities being carried out by the Transferor Bank provided
          however that this would be subject to the approval, if any, of the
          Reserve Bank of India being required. Further, neither the Transferee
          Bank nor its representatives on the said joint committee shall be
          liable for any act or omission of the Transferee Bank or the joint
          committee, and they shall be fully indemnified and held harmless by
          the Transferor Bank.

12.       The Authorised, Issued, Subscribed and Paid up Share Capital of the
          Transferor Bank as at November 30, 2000 is as under:


                                       7

<PAGE>


          AUTHORISED

          Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of the face
          value of Rs. 10/- each.

          ISSUED, SUBSCRIBED AND PAID UP

          Rs. 11,76,99,000 divided into 1,17,69,900 equity shares of the face
          value of Rs. 10/- each fully paid up.

13.       The Authorised, Issued, Subscribed and Paid up Share Capital of the
          Transferee Bank as at November 30, 2000 is as under:

          AUTHORISED

          Rs. 300,00,00,000 divided into 30,00,00,000 equity shares of the face
          value of Rs. 10/- each.

          ISSUED, SUBSCRIBED AND PAID UP

          Rs. 196,81,88,800 divided into 19,68,18,880 equity shares of the face
          value of  Rs. 10/- each fully paid up.

14.       Upon coming into effect of the Scheme and in consideration of the
          transfer of and vesting of all the said assets and the said
          liabilities and the entire undertaking of the Transferor Bank to the
          Transferee Bank in terms of the Scheme, the Transferee Bank shall
          subject to the provisions of the Scheme and without any further
          application, act or deed, issue and allot Two (2) equity shares of
          the Transferee Bank of the face value of Rs.10/- each credited as
          fully paid-up in the capital of the Transferee Bank to those Members
          of the Transferor Bank whose names are recorded in its Register of
          Members ("the said Members") on a date ("Record Date") to be fixed by
          the Board of the Transferee Bank for every One (1) equity share of
          the face value of Rs.10/- each held by the said Members in the
          Transferor Bank and, the Transferee Bank and the Board of the
          Transferee Bank will create, issue and allot, such number of equity
          shares of the Transferee Bank to the said Members as is necessary or
          required. Equity shares of the Transferee Bank issued in terms of the
          Scheme shall, subject to applicable regulations, be listed and/or
          admitted to trading on the relevant Stock Exchange(s) in India where
          the equity shares of the Transferee Bank are listed and/or admitted
          to trading.

15.       The share certificates in relation to the shares held by the said
          Members in the Transferor Bank shall be deemed to have been
          automatically cancelled and be of no effect on and from such Record
          Date, without any further act,


                                       8

<PAGE>


          deed or instrument. In so far as the issue of shares pursuant to
          Clause 14 hereof is concerned, each of the said Members, holding the
          share certificates of the Transferor Bank, shall have the option,
          exercisable by notice in writing by the said Members to the
          Transferee Bank on or before such date as may be determined by the
          Board of the Transferee Bank, to receive either in certificate form
          or in dematerialised form, the shares of the Transferee Bank in lieu
          thereof and in terms hereof. In the event that such notice from the
          said Members has not been received by the Transferee Bank in respect
          of any of the said Members, the shares of the Transferee Bank shall
          be issued to such Members in certificate form. In respect of those of
          the said Members exercising the option to receive the shares in
          dematerialised form, such of the said Members shall have opened and
          maintained an account with a depository participant and shall provide
          such other confirmations and details as may be required, and
          thereupon the Transferee Bank shall directly issue and credit the
          demat/dematerialised securities account of such Member with the
          shares of the Transferee Bank.

16.       Upon the coming into effect of the Scheme, the equity shares of the
          Transferee Bank to be issued and allotted to the said Members as
          provided in the Scheme shall rank pari passu in all respects with the
          equity shares of the Transferee Bank including pari passu entitlement
          in respect of dividends, if any, that may be declared by the
          Transferee Bank.

17.       The Transferee Bank shall be entitled to declare and pay dividend,
          whether interim and/or final, to its Members in respect of the
          financial year/accounting period prior to the Effective Date subject
          to the Reserve Bank of India guidelines and subject to the provisions
          of the said Act. The Transferor Bank shall not declare any dividend
          except in accordance with the Scheme. The terms of the Scheme shall
          not be deemed to confer any right on the said Members or the Members
          of the Transferee Bank to demand or claim any dividend, which shall
          be entirely at the discretion of the Board of Directors of Transferor
          Bank and the Board of Directors of Transferee Bank, respectively, and
          subject to the provisions of the Memorandum and Articles of
          Association of the Transferor Bank and of the Memorandum and Articles
          of Association of the Transferee Bank, as the case may be.

18.       On and from the Effective Date, equity shares of the Transferor Bank,
          if any, held by the Transferee Bank, shall be deemed to be cancelled
          without arty further act or deed, and no shares of the Transferee
          Bank are required to be issued in lieu thereof. Equity shares of the
          Transferee Bank held by the Transferor Bank, shall be deemed to be
          cancelled without any further act or deed on the Effective Date.


                                       9

<PAGE>


19.       Upon the coming into effect of the Scheme, no adjustment would be made
          to the book values of the assets and liabilities of the Transferor
          Bank when they are incorporated in the books of account of the
          Transferee Bank except to ensure uniformity of accounting policies
          and standards and to provide or adjust against the reserves appearing
          in the books of account of the Transferor Bank for non-performing
          assets, permanent diminution in, assets, if any, or, on account of
          tax liabilities, if any, which are pending, if so required by the
          Transferee Bank in its sole discretion, which requirement will be
          complied with by the Transferor Bank on or prior to the Effective
          Date.

20.       The excess of the value of the net assets of the Transferor Bank as
          appearing in the books of account of the Transferor Bank, subject to
          adjustments, if any, as set out in Clause 19 hereinabove, over the
          paid-up value of the shares to be issued and allotted pursuant to the
          terms of Clause 14 hereinabove, shall be accounted for and dealt with
          in the books of the Transferee Bank as follows:

20.1      An amount equal to the balance of "Profit and Loss Account" in the
          books of account of the Transferor Bank shall be credited by the
          Transferee Bank to its Profit and Loss Account.

20.2      An amount equal to the balance lying to the credit of the "Statutory
          Reserve Account" of the Transferor Bank shall be credited by the
          Transferee Bank to its Statutory Reserve Account.

20.3      An amount equal to the balance lying to the credit of the "Share
          Premium Account" of the Transferor Bank shall be credited by the
          Transferee Bank to its Share Premium Account.

20.4      An amount equal to the balance lying to the credit of the "Investment
          Fluctuation Reserve Account" of the Transferor Bank shall be credited
          by the Transferee Bank to a special account in the Books of the
          Transferee Bank to be styled "Investment Fluctuation Reserve Account".

20.5      An amount equal to the balance lying to the credit of the revenue and
          other reserves account, as adjusted pursuant to the provisions of
          Clause 19 and the sub-clauses as hereinabove, shall be credited by the
          Transferee Bank to its revenue and other reserves accounts in the same
          form in which they appear in the books of account of the Transferor
          Bank.

21.       The balance, if any, in the event of a surplus, after giving effect to
          the adjustments as specified in Clause 19 and sub-clauses 20.1 to
          20.5 of


                                       10

<PAGE>


          Clause 20 hereinabove, shall be credited by the Transferee Bank to a
          special account in the books of the Transferee Bank to be styled
          "Amalgamation Reserve Account". The shortfall, if any, in the event
          of a deficit, occurring whilst giving effect to the adjustments as
          specified in Clause 19 and sub-clauses 20.1 to 20.5 hereinabove,
          shall be adjusted against the revenue and other reserves accounts as
          specified in Clause 20.5. The said Amalgamation Reserve Account, if
          any, shall be considered as a free reserve and shall form part of the
          net worth of the Transferee Bank.

22.       The Transferee Bank shall be entitled to account any of the amounts,
          the accounts or the balances as referred to in Clauses 19, 20 and 21,
          in any manner whatsoever as it may be deemed fit, after the Effective
          Date.

23.       The Transferor Bank and the Transferee Bank may make or assent, from
          time to time, on behalf of all persons concerned to any modifications
          or amendments to the Scheme or to any conditions or limitations which
          the Reserve Bank of India or any other relevant or concerned
          authority under law may direct or impose or which may otherwise be
          considered necessary, and may do and execute all acts, deeds,
          instruments, matters and things necessary for putting the Scheme into
          effect.

24.       For the purpose of giving effect to the Scheme as sanctioned by the
          Reserve Bank of India, the Board of the Transferee Bank may give all
          such directions as are necessary, expedient, incidental, ancillary or
          desirable including directions for settling or removing any question
          of doubt or difficulty that may arise with regard to the
          implementation of the Scheme, as it thinks fit, and such
          determination or directions as the case may be, shall be binding on
          all persons connected herewith or otherwise interested in the Scheme
          in the same manner as if the same were specifically incorporated in
          the Scheme.

25.       The Board of Directors of the Transferee Bank may review the position
          rotating to satisfaction of the following conditions and if necessary
          to waive any of the following, to the extent permissible under law:

25.1      approval, if required, of any Trustee of any debentures or other
          similar securities, being obtained if such approval is necessary under
          the terms of issue thereof; and/or,

25.2      vacating or satisfaction of the charges, mortgages or encumbrances, if
          any, on the said assets.


                                       11

<PAGE>


26.       The Transferor Bank and the Transferee Bank shall with all reasonable
          dispatch, make applications under Section 44A and all other
          applicable provisions of the said Act for sanctioning of the Scheme
          by the Reserve Bank of India and obtain all approvals as may be
          required by the law and for dissolution of the Transferor Bank
          without being wound up under the provisions of the law.

27.       This Scheme is specifically conditional upon and subject to:

27.1      the consent of a majority in number representing two-thirds in value
          of the Members of the Transferor Bank and of the Transferee Bank at
          their respective meetings, present either in person or by proxy at a
          meeting called for the purpose;

27.2      the sanction of the Reserve Bank of India by an order in writing
          passed in this behalf pursuant to Section 44A of the said Act; and

27.3      sanction or approval, if any, under any law, of the Government of
          India or any other authority, agency, department or person concerned,
          being obtained and granted in respect of the matters in respect of
          which such sanction or approval is required.

28.       Upon satisfaction of the said conditions, obtaining the said sanctions
          and approvals and passing of the said order or orders referred to in
          Clause 27 hereinabove, the Transferee Bank or the Transferor Bank, as
          the case may be, shall, for all purposes including for giving effect
          to the Scheme, under all laws for the time being in force, be deemed
          to be in compliance thereof.

29.       An order in terms of sub-clause 27.2 of Clause 27 hereinabove and
          sub-section (6C) of Section 44A of the said Act shall be conclusive
          evidence that all requirements of Section 44A of the said Act
          relating to amalgamation have been complied with, and a copy of the
          said order certified in writing by an officer of the Reserve Bank of
          India to be a true copy of such order and a copy of the Scheme
          certified in the like manner to be a true copy thereof, shall in all
          legal proceedings (whether in appeal or otherwise, and whether
          instituted before or after commencement of Section 19 of the Banking
          Laws (Miscellaneous Provisions) Act, 1963), be admitted as evidence
          to the same extent as the original order and the original scheme.

30.       There will be no change in the name of the Transferee Bank by reason
          of coming into effect of the Scheme.


                                       12

<PAGE>


31.       Any Member of the Transferor Bank or the Transferee Bank, as the case
          may be, who has voted against the Scheme at the meeting of the
          Transferor Bank or the Transferee Bank, as the case may be, or has
          given notice in writing at or prior to the meeting of the Transferor
          Bank or the Transferee Bank, as the case may be, or to the presiding
          officer of the meeting of the Transferor Bank or the Transferee Bank,
          as the case may be, that the dissents from the Scheme, shall be
          entitled, in the event of the Scheme being sanctioned by the Reserve
          Bank of India, to claim from the Transferor Bank or the Transferee
          Bank, as the case may be, in respect of shares held by him in the
          Transferor Bank or the Transferee Bank, as the case may be, their
          value as determined by the Reserve Bank of India when sanctioning the
          Scheme and such Member shall, in consideration thereof, compulsorily
          tender the sharps held by him, in the Transferor Bank or the
          Transferee Bank, as the case may be, to the Transferor Bank or the
          Transferee Bank respectively for cancellation thereof and to that
          extent the share capital of the Transferor Bank or the Transferee
          Bank, as the case may be, shall stand reduced. The determination by
          the Reserve Bank of India as to the value of the shares to be paid to
          the dissenting Member shall be final for all purposes.

32.       All costs, charges and expenses of the Transferor Bank and the
          Transferee Bank incurred by each of them in relation to or in
          connection with the Scheme and incidental to the completion of the
          amalgamation of the Transferor Bank with the Transferee Bank in
          pursuance of the Scheme, shall be borne arid paid by the Transferee
          Bank.

34.       In the event of any of the said conditions referred to in Clause 27
          hereinabove not being satisfied or the said sanctions and approvals
          referred to in Clause 27 hereinabove not being obtained and/or the
          said order or orders not being passed as aforesaid on or before July
          31, 2001 or within such further period or periods as may be agreed
          upon between the Transferor Bank through and by its Board of
          Directors and the Transferee Bank through and by its Board of
          Directors (and which Board of Directors of each of the Transferor and
          the Transferee Banks are hereby authorised and empowered to agree to
          and extend the aforesaid period from time to time without any
          limitations in exercise of their powers), the Scheme shall stand
          nullified and shall become void, stand revoked, cancelled and be of
          no effect and shall be deemed to never have been in effect and all
          trusts constituted hereunder shall be deemed to have never have been
          in existence provided that in respect of any act or deed done by the
          Transferor and the Transferee Banks or their Directors, employees,
          contractors or by the joint committee or its members/nominees as is
          contemplated hereunder or any right, liability or obligation which
          has


                                       13

<PAGE>


          arisen or accrued pursuant thereto, shall be governed and be
          preserved or worked out as is specifically provided in the Scheme or
          as may otherwise arise in law, provided further that and on
          occurrence of an event in terms hereof the Transferor Bank and the
          Transferee Bank shall bear and pay all their respective costs,
          expenses, losses or damages.


                                       14