Model Code Conduct

All Board Members and Senior Management personnel have confirmed Code of Conduct for the year 2007-08.

I. Need and objective of the Code
Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as part of Corporate Governance the listed entities to lay down a Code of Conduct for Directors on the Board of an entity and its Senior Management, Senior Management has been defined to include personnel who are members of its Core Management and functional heads excluding the Board of Directors.

Accordingly, the Bank has laid down this Code For its Directors on the Central Board and its Core Management (Core Management means top executives of the Bank at the level of General Managers).

II. Bank's belief system
This Code of Conduct attempt to set forth the guiding principles on which the Bank shall operate and conduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected. It recognizes that the Bank is a trustee and custodian of public money and in order to fulfill its obligations and responsibilities, it has to maintain and continue to enjoy the trust and confidence of public at large.

The Bank acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behavior. The Bank shall be committed in all its actions to the interest of the countries in which it operates. The Bank IS CONscious of the reputation it carries0 amongst its customers and public at large and shall endeavour to do all it can to sustain and inprove upon the same in its discharge of obligations The Bank shall continue to initiate policies, which are customer centric and winch promote financial prudence

III. Philosophy of the Code
The Code envisages and expects -

1. adherence to the highest standards of honest and ethical conduct, including proper and ethical procedures in dealing with actual or apparent conflicts of interest between personal and professional relationships.
2. full, fair and accurate disclosures in the periodic reports requires to be filed by the Bank with government and regulatory agencies.
3. compliance with applicable laws, rules and regulations.
4. to address misuse or misapplication of the Bank's assets and resources.
5. the highest level of confidentiality and fair dealing with in and outside the Bank.

A. General Standards of conduct.

The Bank expects all Directors and members of the Core Management to exercise good judgment, to ensure the interests, safety and welfare of customers, employees, and other stakeholders and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. The directors and members of the Core Management while discharging duties of their office must act honesty and with due diligence. They are expected to act with that amount of utmost care and prudence, which and ordinary person is expected to take in his/her own business. These -standards need to be applied while working in the premises of the Bank, at offsite locations where the business is being conducted whether in India or abroad at Bank-sponsored business and social events, or at any other place where they act as representatives of the Bank.

B- Conflict of interest
A "conflict of interest"1 occurs when personal interest of any member of the Board of Directors and of the Core Management interferes or appears to interfere in any way with the interest of the Bank. Every member of the Board of Directors and Core Management has a responsibility to the Bank, its stakeholders and to each other. Although this duty does not prevent them from engaging in personal transactions and investements, it does demand that they avoid situations where a conflict of interest might occur or appear to occur. They are expected to perform their duties in a way that they do not conflict with the Bank’s interest such as -

Employment/outside Employment - The members of the Core Management are expected to devote their total attention to the business interest of the Bank They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Bank or otherwise is in conflict with or prejudicial to the Bank.

Business interest - If any member of the Board of Directors and Core Management considers investing in securities issued by the Bank's customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the Bank. Many factors including the size and nature of the investment; their ability to influence the Bank’s decisions; their access to confidential information of the Bank, or of the other entity, and the nature of the relationship between the Bank and the customer, supplier or competitor should be considered in determining whether a conflict exists Additionally, they should disclose to the Bank any interest that they have which may conflict with business of the Bank.

Related Parties - As a general rule, the Directors and members of the Core Management should avoid conducting Bank's business with a relative or any other person or any firm, company, Association in which the relative or other person is associated in any significant role. Relatives shall include:

Father
Mother (including step-mother)
Son (including step-son)
Son’s wife
Daughter (including step-daughter)
Father’s father
Father’s mother
Mother’s mother
Mother’s mother
Son’s son

Son's son's wife daughter Son’s daughter
Son’s daughter's husband
Daughter’s husband
Daughter's son
Daughter's son's wife
Daughter's daughter
Daughter's daughter’s husband
Brother (including step-brother)
Brother’s wife
Sister (including step-sister)
Sister’s husband

If such a related party transaction unavoidable, they must fully disclose the nature of the related party transaction to the appropriate authority. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party.

In the case of any other transaction or situation giving rise to conflicts of interest, the appropriate authority should after due deliberations decide on its impact