ICICI - EMPLOYEES STOCK OPTION SCHEME-1999


Section I: Short title, extent and commencement

     1.   This Scheme may be called ICICI - EMPLOYEES STOCK OPTION SCHEME- 1999.

     2.   It applies only to Eligible Employees.

Section II: Objectives

     The objectives of the Scheme are:

          a.   to enhance employee motivation;

          b.   to enable employees to participate in the long term growth and
               financial success of the Company; and

          c.   to act as a retention mechanism, by enabling employee
               participation in the business as an active stakeholder to usher
               in an 'owner-manager' culture.

Section III: Definitions

     1.   As used in this Scheme, the following terms shall have the meanings
          set forth below:

          a.   "Award Confirmation" means a written communication by the Company
               to a Participant, evidencing grant of Options.

          b.   "Cause" means (i) act of willful or gross misconduct or neglect
               (ii) the commission of felony, fraud, misappropriation,
               embezzlement, breach of trust or an offence involving moral
               turpitude, (iii) gross or willful insubordination or (iv) any
               other act detrimental to the interest of the Company.

          c.   "Committee" means a committee of the Board of Directors of the
               Company consisting of a majority of Independent Directors as the
               Board of Directors of the Company may constitute from time to
               time to administer the Scheme.

          d.   "Company" means ICICI Limited (ICICI) and its successors or its
               Subsidiary or Holding Company, as the context may require or
               admit.

          e.   "Eligible Employee" means a permanent employee or a director of
               the Company or of a Subsidiary or a Holding Company.

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          f.   "Exercise Period" means the period commencing from the date of
               vesting of Options and ending on the later of (i) the tenth
               anniversary of the date of grant of Options or (ii) the fifth
               anniversary of the date of vesting of Options.

          g.   "Exercise Price" means the price payable by the Participant for
               exercising the Options granted to him.

          h.   "Holding Company" means a holding company of ICICI, hereafter
               existing, within the meaning of Section 4 of the Companies Act,
               1956.

          i.   "Independent Director" means a director of the Company, not being
               a whole time director of the Company.

          j.   "Option" means a right but not an obligation granted to a
               Participant to apply for a specified number of Shares at a
               pre-determined price during the Exercise Period subject to the
               conditions of the Scheme.

          k.   "Participant" means an Eligible Employee selected by the
               Committee and to whom an Option is granted, or the Successors of
               the Participant, as the context so requires.

          l.   "Person" means an individual, company, partnership, association,
               trust, unincorporated organisation, government or political
               subdivision thereof or any other entity.

          m.   "Scheme" means this Scheme.

          n.   "Shares" mean the equity shares of the Company or such other
               securities, as may be designated by the Committee from time to
               time.

          o.   "Subsidiary" means a subsidiary company of ICICI, whether now or
               hereafter existing, within the meaning of Section 4 of the
               Companies Act, 1956.

          p.   "Successors" of a Participant means the legal heirs and/or legal
               representatives of a deceased Participant.

          q.   "Vesting Confirmation" means a written communication by the
               Company to a Participant, evidencing vesting of Options.

          r.   "Vesting Criteria" means criteria as may be stipulated by the
               Committee for vesting of Options.

          s.   "Vesting Period" means the period during which the vesting of the
               Options granted to a Participant can take place.


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     2.   In the Scheme, unless the contrary intention appears:

          a.   a reference to "law" includes the constitution, any statute, law,
               rule, regulation, ordinance, judgement, order, decree,
               authorisation, or any published directive, guideline, requirement
               or governmental restriction having the force of law, or any
               determination by, or interpretation of any of the foregoing by,
               any judicial authority or administrative authority, whether in
               effect as of the date of the Scheme or thereafter and each as
               amended from time to time.

          b.   reference to a gender shall include references to the female,
               male and neuter genders.

          c.   the singular includes the plural (and vice versa).

     3.   Words and expressions unless defined herein shall have the same
          meaning as have been assigned to them under the Companies Act, 1956 or
          the Securities and Exchange Board of India Act, 1992.

Section IV: Shares subject to the Scheme

     1.   The maximum number of Options granted to any Eligible Employee in a
          financial year shall not exceed 0.05% of the issued equity shares of
          the Company at the time of grant of the Options and the aggregate of
          all such Options granted to all the Eligible Employees shall not
          exceed five percent of the aggregate number of issued equity shares of
          the Company as on June 30, 2000.

     2.   The Options granted but not vested and the Options vested but not
          exercised in accordance with the Scheme or the Award Confirmation or
          the Vesting Confirmation shall terminate and the Shares covered by
          such terminated Options shall become available for future grant under
          the Scheme.

Section V : Administration of the Scheme

     1.   The Scheme shall be administered by the Committee. A member of the
          Committee to whom a matter under the Scheme specifically relates shall
          not vote on such matter.

     2.   Unless otherwise expressly provided in the Scheme or applicable law,
          all decisions, determinations and interpretations with respect to,
          connected with, arising out of or in relation to the Scheme or Award
          Confirmation or Vesting Confirmation shall be within the sole
          discretion of the Committee, may be made at any time and shall be
          final, conclusive and binding upon all Persons including the Company,
          Participants, shareholders and employees.


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     3.   Unless otherwise expressly provided in the Scheme or applicable law,
          the Scheme shall also be applicable to employees and Directors of the
          Subsidiaries and Holding Company.

Section VI: Powers of the Committee

     1.   Subject to the provisions of the Scheme and applicable law and in
          addition to the other express powers and authorizations conferred by
          the Scheme, the Committee shall have full power and authority to:

          a.   determine, from time to time eligibility of employees to
               participate in the Scheme;

          b.   determine the number of Shares subject to each Option;

          c.   determine the minimum and maximum number of Options to be granted
               under the Scheme per Participant and in aggregate;

          d.   prescribe the Vesting Period and Vesting Criteria;

          e.   prescribe the conditions under which the Options vested in the
               Participant may lapse (including in case of termination);

          f.   prescribe the Exercise Period within which the Participant should
               exercise the vested Options in the event of termination or
               resignation of the Participant;

          g.   prescribe whether the Options vested in a Participant are
               exercisable at one time or at various points of time within the
               Exercise Period;

          h.   prescribe the conditions and procedure for the grant, vest and
               exercise of Options by Participants including Participants who
               are on long leave, training or otherwise indisposed;

          i.   prescribe, if deemed appropriate and necessary, the procedure for
               cashless exercise of Options;

          j.   establish, amend, suspend or waive such rules and regulations as
               it shall deem appropriate for the proper administration of the
               Scheme;

          k.   interpret any matter with respect to, connected with, arising out
               of or in relation to the Scheme, the Award Confirmation and the
               Vesting Confirmation;

          l.   appoint such agents as it shall deem necessary for the proper
               administration of the Scheme;

          m.   determine or impose other conditions to the grant or exercise of
               Options under the Scheme as it may deem appropriate;


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          n.   make any other determination and take any other action that the
               Committee deems necessary or desirable for the administration of
               the Scheme;

          o.   frame suitable policies and systems to ensure that there is no
               violation of:

               i.   Securities and Exchange Board of India (Insider Trading)
                    Regulations, 1992; and

               ii.  Securities and Exchange Board of India (Prohibition of
                    Fraudulent and Unfair Trade Practices relating to the
                    Securities Market) Regulations, 1995;

              by any employee.

Section VII:      Eligibility for grant of Options

     1.   The Committee shall have the sole authority to designate an Eligible
          Employee as Participant.

     2.   In determining the Eligible Employee to receive an Option as well as
          in determining the number of Options to be granted to a Participant,
          the Committee may consider the position and responsibilities of the
          Eligible Employee, the nature and value to the Company of the Eligible
          Employee's services and accomplishments whether direct or indirect,
          length of service, grade, performance, merit, present and potential
          contribution and conduct of the Eligible Employee and such other
          factors as the Committee may deem relevant.

Section VIII: Vesting of Options

     1.   The Options granted to the Participant may vest at one time or at
          various points of time as stipulated in the Award Confirmation.
          Provided, however, there shall be a minimum period of one year between
          the grant of Options and vesting of Options. Unless earlier vested,
          expired, forfeited or otherwise terminated, each Option shall expire
          in its entirety upon the third anniversary of the date of grant of
          Option.

     2.   No Option or any part thereof shall vest:

          a.   if the Participant does not fulfill Vesting Criteria as
               stipulated in the Award Confirmation ; or

          b.   if the Participant's employment is terminated by the Company for
               Cause ; or


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          c.   if the Participant voluntarily terminates employment with the
               Company other than on account of death, retirement, or permanent
               disability;

          and the Options to the extent not already vested shall lapse and stand
          terminated and expired forthwith.

     3.   If the Participant's employment terminates due to death or permanent
          disability, whole of the Options shall immediately vest in the
          Participant's Successors, or the Participant, as the case may be.

     4.   If the Participant's employment terminates due to retirement
          (including pursuant to any early / voluntary retirement scheme), the
          whole of the Options shall vest, on the expiry of one year from the
          date of grant of Options, in the Participant. Provided however that in
          the event of death or permanent disability of the Participant after
          retirement but before vesting of Options, the whole of the Options
          shall immediately vest in the Participant's Successors or the
          Participant as the case may be.

Section IX: Exercise Price

          The Exercise Price shall be determined by the Committee on the date
          the Option is granted and shall be reflected in the Award
          Confirmation. The method of payment of Exercise Price shall be,
          determined by the Committee (including by any one or more of the
          following methods of payment).

          a.   Cash

          b.   Cheque

          c.   Promissory Note

          d.   Cash-less exercise programme

Section X: Exercise of Options

     1.   Subject to vesting and other restrictions provided for hereunder or
          otherwise imposed in accordance herewith, the Participant or
          Participant's Successors, as the case may be, may exercise the Options
          by the payment of Exercise Price in full at such time as may be
          notified during the Exercise Period.

     2.   Unless earlier exercised, expired, forfeited or otherwise terminated,
          each vested Option, if not exercised during the Exercise Period shall
          lapse and stand terminated and expired forthwith.


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     3.   If the Participant's employment is terminated by the Company for Cause
          the Participant's vested Options, to the extent then unexercised,
          shall thereupon cease to be exercisable and shall lapse and stand
          terminated and expired forthwith.

     4.   If the Participant voluntarily terminates employment with the Company
          other than on account of death, retirement, or permanent disability,
          the vested Options, to the extent then unexercised, shall be exercised
          by the payment of Exercise Price in full within a period of three
          months from the date of termination, which period shall be deemed to
          be the Exercise Period.

     5.   If the Participant's employment is terminated due to death, retirement
          (including pursuant to any early / voluntary retirement scheme) or
          permanent disability, the vetsed Options, shall be exercised by the
          payment of Exercise Price in full at such time as may be notified
          during the Exercise Period.

     6.   Upon receipt of the notice for exercise of the Options (in the form
          prescribed) and the payment of Exercise Price in a form and manner as
          may be stipulated by the Committee, the Company shall issue and allot
          Shares to the Participant.

Section XI: GENERAL TERMS AND CONDITIONS

     1.   The Committee may at any time amend, discontinue or terminate the
          Scheme or any part or portion thereof at any time. Provided that any
          such amendment, discontinuation or termination that would impair the
          rights of or is detrimental to the interests of the Participant shall
          not, to that extent, be effective without the consent of the affected
          Participant.

     2.   Participation in the Scheme shall not constitute or be construed as a
          guarantee by the Company of return on the Shares of the Company. Any
          loss/potential loss due to fluctuations in the market price of the
          Shares or on any other account whatsoever, and the risks associated
          with such investments will be that of the Participant alone and not of
          the Company.

     3.   The Scheme shall be subject to all applicable laws and such other
          terms and conditions, as may be stipulated by the Committee in its
          absolute discretion.

     4.   In the event of issuance of bonus / rights shares, recapitalisation,
          stock split, reorganisation, merger, consolidation of the Company or
          other similar events the number of Shares covered by each outstanding
          Option and the number of Shares, which have been authorised for
          issuance under the Scheme but as to which no Options have yet been
          granted or which have been returned to the Scheme upon termination of
          Options as well as the Exercise Price shall be increased or decreased
          such that the rights of the Participant is


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          substantially proportionate to the rights existing prior to such
          event and to ensure that there is no dilution or enlargement of the
          benefits available under the Scheme.

     5.   The Committee may at any time waive any conditions or rights under,
          amend any terms of, or alter, suspend, discontinue, cancel or
          terminate, any Option theretofore granted, prospectively or
          retrospectively. Provided that any such waiver, amendment, alteration,
          suspension, discontinuation, cancellation or termination that would
          impair the rights of or is detrimental to the interests of the
          Participant shall not, to that extent, be effective without the
          consent of the affected Participant.

     6.   The employees shall maintain the utmost confidentiality regarding the
          contents of the Scheme and benefits thereunder at all times and shall
          not make any announcement to the public or to any third Person
          regarding the arrangements contemplated by the Scheme and the benefits
          thereunder except to the extent as may be required by law.

     7.   The Company is entitled to and may, anytime at its discretion, finance
          the Participant in any manner to the extent permitted by law for the
          purpose of purchase of Shares or payment of any amount under the
          Scheme.

     8.   The grant of an Option shall not be construed as giving a Participant
          the right to be retained in the employment of the Company. Neither the
          Scheme nor Award Confirmation nor Vesting Confirmation shall form part
          of any contract of employment between the Company and the Participant.
          The rights and obligations of the Participant under the terms of his
          office or employment with the Company shall not be affected by his
          participation in the Scheme. Nothing in the Scheme or any Award
          Confirmation or any Vesting Confirmation shall confer or be construed
          as affording a Participant any additional rights as to compensation or
          damages in consequences of the termination of such office or
          employment for any reason.

     9.   No Participant or holder or beneficiary of any Option shall have any
          rights as a shareholder with respect to any Shares to be issued
          pursuant to the Scheme until he has become the holder of such Shares.

     10.  The Shares issued pursuant to any Option shall rank pari passu with
          all the other equity shares of the Company for the time being issued
          and outstanding.

     11.  Neither the Scheme nor the Option shall create or be construed to
          create a trust or a separate fund of any kind or a fiduciary
          relationship between the Company and a Participant. To the extent that
          any Person acquires a right to receive payments from the Company
          pursuant to any Option, such right shall be no greater than the right
          of any unsecured general creditor of the Company.


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     12.  No fractional shares shall be issued or delivered pursuant to the
          Option, and the Committee shall determine whether cash, other
          securities or other property shall be paid or transferred in lieu of
          any fractional shares or whether such fractional shares or any rights
          thereto shall be cancelled, terminated, or otherwise eliminated.

     13.  No employee shall have any claim to be granted any Option, and there
          is no obligation on the part of the Company for uniformity of
          treatment of employees or holders or beneficiaries of Options. The
          terms and conditions of Options need not be the same with respect to
          each Participant.

     14.  No Option shall be assigned, alienated, pledged, attached, sold or
          otherwise transferred or encumbered by the Participant, except to the
          extent provided under the Scheme or by will or the laws of
          inheritance.

     15.  Nothing contained in the Scheme shall prevent the Company from
          adopting or continuing the current or other compensation arrangements
          and such arrangements may be either generally applicable or applicable
          only in specific cases.

     16.  In the event of any tax liability arising on account of grant of
          Options to a Participant, the liability shall be that of the
          Participant alone and the Company shall have the right to cause the
          Shares held by the Participant sold or otherwise alienated to meet the
          liability on behalf of the Participant. The Company may, in its
          discretion, require the Participant to pay to the Company at the time
          of exercise of any Option the amount that the Company deems necessary
          to satisfy the Company's obligation to withhold income or other taxes
          incurred by reason of such exercise.

     17.  The Participant shall do all acts necessary and execute all such deeds
          and documents as may be deemed necessary by the Committee to give
          effect to the terms of the Scheme.

Section XII: Award Confirmation

          The grant of Options hereunder shall be evidenced by an Award
          Confirmation which shall be delivered to the Participant and shall
          specify the number of Options granted and the terms and conditions of
          the grant of Options and rules applicable thereto.


Section XIII: Vesting Confirmation

          The vesting of Options hereunder, shall be evidenced by a Vesting
          Confirmation which shall be delivered to the Participant and shall
          specify the number of Options vested and the terms and conditions of
          the vesting of Options and rules applicable thereto.


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Section XIV: Effective and Expiry Dates

          This Scheme shall be effective as of the date of its approval by the
          shareholders of the Company and expire on such date as may be notified
          by the Board of Directors of the Company.

Section XV: Headings

          Headings are given to the Sections of the Scheme solely as a
          convenience to facilitate reference. Such headings shall not be deemed
          in any way material or relevant to the construction or interpretation
          of the Scheme or any provision thereof.

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