CODE of CONDUCT &

ETHICS MANUAL

APRIL 2015

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 CODE of CONDUCT and ETHICS Manual
S.No. TOPIC Page
Preamble Culture and Values 3
Bank’s philosophy What the bank stands for and is expecting out of its employees. 5
Chapter 1 Personal conduct / responsibility
1.1 Acceptance of Gifts / Giving Gifts & donations 6
1.2 Graft and Attempted graft / Shunning corrupt practices 6
1.3 Lending and borrowing 6
1.4 Indebtedness 6
1.5 Concurrent employment 7
1.6 Political non-alignment 7
1.7 Prohibition of intoxicating drugs and drinks 7
1.8 Seeking to influence 7
1.9 Equal opportunity & prohibition of sexual harassment in workplace 7
1.10 Publication of articles in print & electronic media. 8
Chapter 2 Professional Conduct/ Responsibility
2.1 Transparency in financial reporting and records 8
2.2 Respect for law of the land 8
2.3 Truth while dealing with customers 8
2.4 Care for customers & stake holders 8
2.5 Privacy and confidentiality of customers / third party data 9
2.6 Chinese walls/ independence of policies/ functions 9
2.7 Avoidance of insider trading 11
2.8 Personal account dealing 11
2.9 Regulatory & statutory compliance 12
2.10 Protecting bank’s interests /assets 12
Reporting of incidence/s which is/are prejudicial to the interest of the
2.11 bank 12
Chapter 3 Social Responsibility
3.1 Upholding national interest. 13
3.2 Joining associations prejudicial to the interest of the country 13
3.3 Respect for human rights 13
3.4 Health, safety and environment 13
3.5 Display of ethical behaviour 13
Declaration 14
Annexure I - Compliance Committee 15
Annexure II - Personal Account Dealing 16
Annexure III - Illustrations of do & don’ts to be adhered 17

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Preamble: Culture and We believe it is imperative that every employee understands the culture and
Values values of the bank and thereby the underlying philosophy embedded in our
practices, policies and actions. The Bank’s strategic framework provides us
with five core values – Customer Focus, Operational Efficiency, Product
Leadership, People and Sustainability. Ownership of these values and its
application by every employee is critical for ensuring that the core values are
demonstrated through the way we work.

Customer Focus:

The customer reposes tremendous trust in us, and each of us must be

customer centric in our approach which means understanding the customer
needs and ensuring to assist the customer in choosing the product and
services that suit his requirement the best. Market the bank’s products and
services on its merits without attempting to demean similar products by
competition. Interact with customers in a professional and efficient manner
without making exaggerated claims / false promises about the bank’s
product and services. Customer complaints and grievances must be taken
seriously and resolved with urgency. Provide customer with all relevant
information including legal prohibitions / legal implications. Strictly refrain
from soliciting or advising customer on financial transactions that could
violate any regulatory guideline or statute or legal provision.

Operational Excellence :

Operational excellence is a key element of our culture which constantly

reminds us to strive for the highest standards of quality. We strongly believe
and advocate adherence to process for consistent & defect free service
delivery. Consistent focus on improvement and seamless execution and
seeing something through to the last mile is a basic principle of our operating
system. Strict adherence to process and working within the rules and
regulations is mandatory. We encourage continuous improvement by
listening to feedback and analyzing our processes. Staff must inculcate a
sense of pride in adhering to the highest standards which include ethical
standards, professional integrity, corporate governance and regulatory and
statutory compliance. Compliance with all applicable laws and regulations,
in letter and spirit and strictly abide with laws that prohibit / curb corruption
and money laundering

Product Leadership :

HDFC Bank has consistently developed innovative products and services

that attract its targeted customers. The Bank actively tracks the performance
of various products and depending on the feedback received, tweaks product
features, to better address customer needs. It is therefore important that we
regularly seek feedback from customers and various stakeholders in order to

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improve our product and services and remain competitive in the market
place. Our approach to product development involves understanding the
market by scoping it properly, analyzing customer needs across various
segments and confirming rigidly to regulatory guidelines and statutory
norms. While we strive to be amongst the “ top 3” players in every product /
market segment, we will never compromise on quality and ethical standards
or do any act that is even remotely likely to impact the bank’s reputation.

People :

We at HDFC Bank believe that the ultimate identity and success of our Bank
resides in the exceptional quality of our people and their extra-ordinary
efforts. For this reason, we are committed to hiring, developing, motivating
and retaining the best people in the industry. As employees we will be able
to go the extra mile if we take great pride and ownership in our jobs and
have the dedication to succeed in the larger interests of the bank. Focus on
achieving business and team goals by following an objective performance
management system that places emphasis on results, processes and
behavioral competencies. We strive to update our knowledge and skills to
provide the best product and services with complete adherence to internal
processes and strict compliance to regulatory and legal provisions. To be an
equal opportunity employer promoting meritocracy (no discrimination on
grounds of race, caste, religion,colour, marital status, gender,etc) and
encourage diversity at the workplace. Treat every individual with dignity and
respect.

Sustainability :

We recognize that a long-term sustainable business model must take social

and environmental factors into consideration during every decision making
process, viewing these aspects as opportunities rather than risks. Every
employee must be aware of his responsibility towards environmental
sustainability, actively participate in reducing waste and carbon footprints,
be aware of and fulfill his civic and social obligations and involve himself
in community development initiatives

Following these tenets consistently in the institution building process has

created a vital and engaged team that owns the success of the organization as
if it flows in their veins. HDFC Bank is respected for having comprehensive
processes, focus on trust and customer centricity, and consistent efforts
towards improving cost efficiency which has made the bank stable and
successful over the years. This will continue to be a strength with concerted
efforts from each and every employee whose actions are guided by a deep
rooting understanding of our values and culture.

Illustrations of some do’s & don’ts that employees must adhere to as

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 part of their day to day dealings and interactions (Annex III)

Bank’s philosophy on
Code of Conduct Defining Good Corporate Practices or a code of conduct is part of our
intention to enable our employees maintain the highest level of ethics and
corporate governance and, in particular, to help avoid situations in which our
personal interest may conflict or appear to conflict with either HDFC Bank's
or its customer's interest.

A possible conflict of interest may arise, whenever we (or a member of our

immediate family) have either a direct or indirect interest in any transaction
or proposed transaction involving HDFC Bank that might affect our
decision. The appearance of a conflict of interest may be just as damaging to
HDFC Bank's reputation as a real conflict and may be even more difficult for
the individuals involved to discern.

It is therefore, absolutely imperative for each of us as an employee of the

bank, to keep customer information confidential, conduct business prudently,
be objective in making decisions, candid with our fellow-employees, and not
enhance our personal position by virtue of our affiliation with HDFC Bank

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CHAPTERS

Chapter 1 Personal conduct / responsibility

1.1 Acceptance of Gifts No employee of the bank shall either receive or offer / make directly or
/ Giving Gifts & indirectly any illegal payments remuneration, gifts donations or comparable
donations benefits that are intended or perceived to obtain uncompetitive favors for
the conduct of its business, save and except which are in consistent with the
policy of the bank in this regard.

Acceptance of Gifts
Gifts should normally not be accepted from customers or suppliers. The
only exception is gifts of value of Rs.4000/- and below and then only in
instances when:
a) The gift was not accepted in return for making a loan, renewing a
loan, or the extension of any facility, for making any purchases for
the bank.
b) Abrupt refusal would, in our judgment, be considered impolite or
could adversely affect the relationship with the customer or the
supplier, or refusing or returning the item is impractical.

Giving Gifts

Before gifts are offered, an employee must consider how the offer of gift
appears if the recipient is a customer, supplier or government official. No
gift shall be offered in case it is perceived as consideration for an official or
business favour

1.2 Graft and Attempted No employee shall deal with anyone i.e. (vendor, customer, etc.) for
graft / Shunning personal gain. There shall be absolute and complete adherence to the
corrupt practices applicable laws that prohibit / curb corruption and money laundering, and
no employee shall enter into any agreement involving acceptance or
payment of bribe. The bank shall not conduct any business dealing or deal
with persons known to be involved in or following corrupt practices.

1.3 Lending and No employee of the bank shall be involved in lending and/or borrowing
borrowing and/or enter into any other financial transaction with customers of the bank,
save and except with the explicit approval of the bank.
1.4 Indebtedness An employee of the bank shall exhibit financial prudence and shall not be
in a state of indebtedness or conduct his/her financial affairs (including
borrowings) such that he/she runs the risk of financial stress or insolvency.

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1.5 Concurrent An employee of the bank shall not, without the requisite officially written
employment approval of the competent authority, accept employment or a position of
responsibility (such as a consultant or a director) with any other company /
entity nor provide freelance services to anyone with or without
remuneration. This restriction does not seek to limit / prohibit voluntary
services provided by an employee to an NGO or social / charitable
organisation.

The Group Head of the respective Function and Head - HR shall be the
Competent Authorities to consider and where deemed fit, to approve such
requests where such association as with entities where there is no potential
conflict of interest with the bank.

1.6 Political non- The bank is committed to and supports the constitution and governance
Alignment systems of the country. Neither the bank nor an employee in his/her
official capacity shall support or seek support for any specific political
party or candidate for political office.
1.7 Prohibition of An employee shall abide by the law relating to intoxicated drinks or drugs
intoxicating drugs in force in any area in which he/she is required to operate. He/she shall also
and drinks not attend office under the influence of any intoxicating drink or drug.

1.8 Seeking to No employee shall bring or attempt to bring any extraneous/ political
influence influence to bear upon any superior authorities to further his/her interests in
respect of matter pertaining to his/her service in the bank.
1.9 Equal opportunity & The bank shall provide equal opportunities to all its employees and all
prohibition of sexual qualified applicants for employment without regard to their race, caste,
harassment in work religion, colour, ancestry, marital status, gender, sexual orientation, age,
place. nationality, ethnic origin, or disability. Diversity in workplace shall be
promoted and compliance with all local labour laws towards gender
equality shall be strictly adhered to. Where government / regulatory policy /
guidelines require or encourage banks to take “affirmative action” to
promote employment to certain categories, the bank would seek to adhere
to such guidelines within the overall framework of this clause / policy.

An Employee shall be treated with dignity and no employee shall indulge in

any act of sexual harassment of any kind with any colleague at the work
place.

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1.10 Publication of The bank recognizes the need for appropriate dissemination of information
articles in print & to its stakeholders and the public. In all disclosures / information relating to
electronic media. the Bank and its business to public constituencies such as the media, the
financial community, employees, shareholders, agents, etc., the bank shall
be represented only by specifically authorized employees.

Any publication by an employee of an employee of an article or opinion in

a newspaper, magazine, blog etc, in particular which refers to the
information pertaining to the Bank and/or its customers and/or any other
related matters and/ or personnel must be reviewed by senior management
representatives from the Corporate Communications, Audit and
Compliance teams or such other officials as may be notified in this regard.

Chapter 2 Professional Conduct / Responsibility

2.1 Transparency in The bank shall prepare and maintain its accounts fairly and accurately and in
financial reporting accordance with the accounting and financial reporting standards which
and records represent the generally accepted guidelines principles, standards, laws and
regulations of the country in which the bank conducts its business affairs.
Any willful material misrepresentation of and / or misinformation on the
financial accounts and reports shall be regarded as a violation of the Code
apart from inviting appropriate civil or criminal action under the relevant
laws.
No employee shall make, authorize, abet or collude in an improper payment,
unlawful commission or bribing.

2.2 Respect for law of The bank and its employees shall at all times comply with all applicable
the land laws and regulations, in letter and spirit of the country/ in all the territories
in which they operate or arising out of Stock Exchange Listing Agreements.

2.3 Truth while dealing An employee will market the bank’s products and services on its own merits
with customers and will not make unfair and misleading statements about competitors’
products and services. Any collection of competitive information will be
made only in the normal course of business and will be obtained only
through legally permitted sources and means.
The bank will, on a timely basis, provide reliable and meaningful
information about its products, services, operating results, shareholding
structure and other activities to legitimately interested persons and as may
be required by law, subject to considerations of the legal requirements, cost
and confidentiality.
The bank shall not make exaggerated claims about its products and, more
specifically, shall not play on peoples’ biases, fears and prejudices and avoid
community specific or gender specific stereotypes.

2.4 Care for customers The Bank is committed to providing products and services which offer value
& stake holders in terms of price and quality, and meet the applicable standards / guidelines
as decided by the regulators and other various authorities concerned.

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2.5 Privacy and The bank and its employees (including his/her spouse, parents, siblings,
confidentiality of children, any of whom is either financially dependent on employee or
customers / third consults employee in taking decisions relating to trading in shares) will treat
party data confidential information with care to avoid disclosure of such information,
unless disclosure is authorized for furtherance of legitimate purposes,
performance of duties or legally required.
Confidential information for retail customers includes, but is not limited
to, the information such as the details of clients, including their names,
addresses, other personal information, portfolio transactions and portfolio
holdings.
Confidential information in case of corporate clients includes, financial
information, intention of declaration of dividend, issue of securities by way
of public, rights, bonus, preferential allotment, Qualified Institutional
Placement (QIP), Offer For Sale (OFS) etc., major expansion plan, major
fund raising plans, amalgamation/ merger/ demerger/ takeover, share
buyback, delisting, strategic /non-strategic JV/ tie-up, acquisition of any
entity in India or abroad, disposal of whole/substantially whole of
undertaking, investment/ disposal of investment, significant changes in
policies/ plans, changes in key managerial personnel or any material event
in accordance with the listing agreement .
In the course of discharging his/her duties, no employee shall part with
sensitive information and/or access to sensitive information to anyone other
than those who are authorized to receive it.

The employee will not disclose, use, lecture upon or publish any of the
bank's confidential information, except as such disclosure, use or
publication may be required in connection with his/her work on a “need-to
know” basis or unless the bank expressly authorizes such disclosure in
writing.

The employee is obligated to maintain the confidentiality, privacy and

security of confidential information even after his/her employment with the
bank ceases so long as such confidential information remains a secret.

2.6 Chinese walls / Within the Bank, the flow of unpublished price sensitive information is
independence of controlled by putting in place Chinese Walls around the concerned
policies / functions departments. The Chinese Walls controls the flow of unpublished price
sensitive information / personal information of clients.

The bank has put in place, wall- crossing process and in general, the
procedures require Personnel on the business side to obtain prior approvals
on a company-by-company and person-by-person basis from the
Compliance Officer and/or Head of business as designated in the
appropriate policies, rules or guidelines before making any disclosures to
Personnel on the Trading Side. Before such approval is granted, the
Compliance Officer and/or Head of business must be notified of the identity
of the research, trading or sales officer(s) or Employee(s) who are proposed
to be brought across the Wall.

Chinese wall is put in place for separating the diverse business activities of
business divisions and business activities of the trading side. The Chinese

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Wall procedures are designed to safeguard the confidentiality of information
and to prevent employees on the trading side from gaining access to
Unpublished Price Sensitive Information that business side may have
acquired or developed in connection with the activities of employees on the
business side.

All files, papers and records containing Unpublished Price Sensitive

Information shall be kept in a secure location. Access to such secure
location, where the physical files/papers/records are kept, shall be restricted
to concerned business division employees / personnel only. Access to
computers and electronic files must have adequate security and shall be
protected by login and password ids.
Any Personnel working on a confidential matter should avoid discussing the
matter with Personnel not assigned to the matter, except for the Compliance
Officer or others having a "need to know", unless such discussion is
conducted in accordance with the Chinese Wall-crossing and other
procedures described and any applicable policies, rules or guidelines in
force from time to time

Members of a business division must preserve the confidentiality of all

Unpublished Price Sensitive Information they receive directly or indirectly
from a Client and all information created or assembled for the benefit of the
Client. In particular, no member of the business division shall provide any
information concerning the transaction to someone not a member of the
business division unless the head of business division specifically authorizes
disclosure or unless such disclosure is in accordance with the procedures set
forth

To avoid any possible conflict of interest, departments must check at the

outset with Compliance Committee to ensure that conflicts do not arise.
The following division /departments are separated by Chinese Walls and
Independence Policies from all other areas within HDFC Bank.
 Corporate Banking / ECG / FIG / Business Banking
 Investment Banking Division
- Corporate Finance Department (CFD)
 Treasury
 Investment Management

Whenever officers from Corporate Banking are required to work on

Corporate Finance deals, a specific Deal Team would be formed and there
would be a Chinese Wall between the Deal Team and the rest of the
Corporate Banking / ECG / FI department.

Strict rules need to be adhered to by each department on the handling of

unpublished price sensitive information. An employee must ensure that
he/she is familiar with these rules. In case of any doubt, the employee must
refer to the head of his/her department or Compliance Committee. The
Compliance Committee shall be constituted by the Managing Director from
time to time (see Annexure I)

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2.7 Avoidance of The Securities and Exchange Board of India (Insider Trading) Regulations,
insider trading 2015, prohibit dealing, communication of counseling on matters relating to
Insider Trading (See Appendix I to this chapter for details)

The insider trading code is prescribed to ensure that employees (including

his/her spouse, parents, siblings, children, any of whom is either financially
dependent on employee or consults employee in taking decisions relating to
trading in shares) deal in the Securities of a Client only at a time when any
Price Sensitive Information that could be known to him/her is also known to
the public at large and to prevent any insider dealing, knowingly or
unknowingly by the employees in relation to the Securities of a Client as
well as any speculative Dealings in Securities of Listed Companies

It is HDFC Bank's policy that if an employee possesses material non-public

information about a company, customer, supplier or any other company, the
employee shall not trade in that company's securities, either personally or
for any account over which the employee exercises investment discretion. In
addition, the employee shall not recommend trading in those securities and
may not disclose material non-public information to anyone outside HDFC
Bank nor to others in HDFC Bank, other than in the proper performance of
his/her employment.

A separate Share Dealing Code in terms of the aforesaid SEBI Regulations

for dealing in the shares of HDFC Bank has been formulated and placed on
the Bank’s Information Portal. Employees are required to comply with the
provisions of the said Share Dealing Code while dealing in the shares of
HDFC Bank.

2.8 Personal account The Code is prescribed to ensure that the employees (including his/her
dealing spouse, parents, siblings, children, any of whom is either financially
dependent on employee or consults employee in taking decisions relating to
trading in shares) deal in the shares only at a time when any price sensitive
information that could be known to him/her is also known to the public at
large and to prevent any speculative dealings, knowingly or unknowingly by
the employees.

If an employee has to deal with the shares/ stocks of a company, in his/her

personal capacity, which he/she is otherwise required to deal directly in
his/her official capacity and//or the bank has any banking relationship with
such companies, he/she is required to obtain prior permission of his/her
supervisor and Compliance Officer, before dealing in such shares/ stocks
(see Annexure II). No employee shall apply for trading permission if he/she
is in possession of unpublished price sensitive information. Permission for
trading may be granted by the supervisor and the Compliance Officer after
ascertaining that the employee is not in possession of unpublished price
sensitive information. The employees shall execute the pre-approved trade
within 7 trading days, failing which fresh prior permission shall be obtained.

Employee, who has been permitted to trade, shall not execute a contra trade
within a period of 6 months. The supervisor and the Compliance Officer

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 may be empowered to grant relaxation from strict application of such
restriction for reasons to be recorded in writing provided that such relaxation
does not violate the Regulations. Should a contra trade be executed,
inadvertently or otherwise, in violation of such a restriction, the profits from
such trade shall be liable to be disgorged for remittance to SEBI for credit to
the Investor Protection and Education Fund administered by SEBI under the
Act.

All HDFC Bank Limited staff is required to comply with every aspect of the
Personal Account Dealing Rules and each employee is required to sign a
declaration that he/she has read and will abide by the rules. These rules must
be fully understood in order to clarify the requirement placed upon the
employee.

2.9 Regulatory and The Bank is committed to maintaining the highest level of ethical standards,
statutory professional integrity, corporate governance and regulatory and statutory
compliance compliance. To ensure this, employees shall conduct their activities within
the Bank in accordance with all applicable laws and regulations, regulatory
prescriptions of the country or in all the territories in which they operate or
arising out of Stock Exchange Listing agreements, all relevant internal rules,
policies and procedures.
2.10 Protecting bank’s The assets of the bank shall not be misused; they shall be employed
interests /assets primarily and judiciously for the purpose of conducting the business for
which they are duly authorised. These include tangible assets such as
equipment and systems, facilities, and resources as well as intangible assets
such as information technology and systems proprietary information,
intellectual property and relationships with customers and suppliers.

2.11 Reporting of In order to ensure transparency and accountability as contemplated, the

incidence/s which Bank has adopted a Whistle Blower Policy whereby the employees can
is/are prejudicial to address their concerns in respect of untoward events as listed below,
the interest of the without any fear whatsoever. The Whistle Blower Policy deals with
bank. information about any activity involving impropriety, abuse of power,
malpractice, frauds, harassment or any untoward events.
Every employee of the bank shall promptly report to the management when
she / he becomes aware of any actual or possible violation of the Code or an
event of misconduct, act of misdemeanor or act not in the Bank’s interest.
Such reporting shall be made available to suppliers and partners too.
The bank shall ensure protection to the whistleblower and any attempts to
intimidate him / her would be treated as a violation of the Code.

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Chapter 3 Social Conduct / Responsibility

3.1 Upholding national The bank is committed to ensuring benefit to the countries in which it
interest. operates. The bank at no point of time shall undertake any project or activity
to the detriment of the wider interests of the communities in which it
operates.
The bank in the course of its business activities shall respect the culture,
customs and traditions of each country and region in which it operates.

3.2 Joining associations No employee shall join or continue to be a member of an association, the
prejudicial to the objects and activities of which are prejudicial to the interests of the
interest of the sovereignty and integrity of India or public order or morality.
country
3.3 Respect for human The bank reiterates its belief in and adherence to the principles of human
rights rights as enshrined in the Universal Declaration of Human Rights of the
United Nations and to act in accordance with the principles laid down in it.
It will also respect and abide by the requirements, in this behalf, of the
countries in which it operates

3.4 Health, safety and The bank shall strive to provide a safe, healthy, clean and ergonomic
environment working environment for its people. It shall prevent any wasteful use of
natural resources and be committed to improving the environment
particularly with regard to the emission of greenhouse gases and shall
endeavour to offset the effect of climate change in all spheres of its
activities.

3.5 Display of ethical Every employee of the bank shall exhibit culturally appropriate deportment
behavior in the regions / countries they operate in and deal on behalf of the Bank with
professionalism, honesty and integrity while conforming to the highest
moral and ethical standards. Such conduct shall be fair and transparent and
be perceived to be so by third parties

Every employee of the Bank shall preserve and respect the human rights of
every individual and the community.

In case of any query / clarification that you may need, please contact Mr. Arun Mohanty, Chief
Compliance Officer of the bank on arun.mohanty1@hdfcbank.com

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DECLARATION

I have read the Code of Conduct and Ethics Manual and have understood the rules and
procedures. I hereby agree to abide by both, in letter and spirit the mentioned rules and
procedures detailed therein. I am also aware that any violation / non- compliance of the
provisions of this code / manual would invite disciplinary action as per the HDFC Bank conduct
regulation.

Signature of Employee : __________________________

Name of Employee : __________________________

Employee Code : __________________________

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ANNEXURE I

The current composition of the Compliance Committee is as follows:

Arun Mohanty Chief Compliance Officer

Kaizad Barucha Executive Director
Jimmy Tata Chief Risk Officer
Rakesh Singh Head Investment Banking
V Chakrapani Head Internal Audit

Quorum is 3, of which at least 2 must be from other than the Business.

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ANNEXURE – II

HDFC Bank Limited

Code of Conduct & Ethics Manual

Personal Account Dealing

REQUEST FOR APPROVAL TO DEAL IN SHARES

(Other than HDFC Bank Ltd. Shares)

From Date:___________

Employee Name : ____________________________________________________

Employee No. : _____________________________________________________

Department : _____________________________________________________

Employee’s Signature : _____________________________________________________

Supervisor’s name : _____________________________________________________

Supervisor’s Signature: _____________________________________________________

To : The Compliance Officer

Approval is hereby requested for effecting the following transactions. I confirm that I am not in
possession of any unpublished price sensitive information with respect to following company for
which trading approval is requested:

Approx.
Purchase / Sale Name of Issuer/Company No. of Shares
Consideration

The authorization as granted above extends from _______________ to __________________.

Compliance Officer:

Name : ________________________________________________________

Signature : ________________________________________________________

Note: Form to be submitted in duplicate. After approval of Compliance Officer, original to be

returned to applicant and copy to be retained by Compliance Officer.
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ANNEXURE - III

Illustrations of some do ‘s and don’ts that employees must adhere to as part of their day to
day dealings and interactions are given below :

DOs:
 Market the bank’s products and services of the bank on its own merit without attempting to
demean similar products by competition

 Extend all assistance to customers to understand the features , benefits, charges and other
important terms and conditions pertaining to the product / service that are being considered
for buying from the bank

 Provide timely & reliable information to the customers on the bank’s products

 Report any suspicious transactions conducted / attempted to be done by customers to the

competent regulatory authority through the channels defined by the bank in its internal
processes

 Use the whistle blower policy of the bank to report any dealings by peers or superiors with
customers which violates / potentially can violate any law of the land or could damage the
reputation / credibility of the bank

 Assist customers in choosing the product / service that suits their requirement best

 Conduct thorough research to ensure that all facts / statements that are shared with customers
while soliciting business from them are accurate to the best of one’s knowledge

 Ensure to educate the customer on any legal prohibitions / legal implications pertaining to
any financial dealing that the customer may seek to undertake through us

 Maintain the highest level of ethical standards, professional integrity, corporate governance
and regulatory and statutory compliance.

 Comply with all applicable laws and regulations, in bold letter and spirit and adhere to the
applicable laws that prohibit / curb corruption and money laundering

DONTs:
 Accepting gifts of significant value (as defined by the bank from time to time) from
customers

 Offering gifts to customers in return for a business favours

 Entering into personal dealings with customers and/or vendors

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 Assisting / offering to assist a customer to conduct financial transactions that would violate
any of the laws of the land

 Soliciting business from people who are known to be involved in activities which violate the
law of the land

 Making exaggerated claims / false promises about the bank’s products and services

 Concealing material information on the bank’s products / services from the customer while
soliciting business from customers

 Playing on customer’s biases / fears / prejudices for further business objectives

 Sharing any confidential information pertaining to the customers with third parties excepting
in situations where it is authorized or is required under any law of the land

 Stereotyping / discriminating amongst customers based on their gender / community

 Pushing a product / service that may not be suitable to the customer’s needs purely for the
sake of achieving business objectives

 Ensure that the nature and type of transactions do not raise any conflict of interest in the
functional role of the employee concerned.

 Ensure that transactions of third party/customers/vendors are not routed through the
employee’s own account to bypass internal guidelines and thereby jeoparadise the interest of
the bank

===========

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EMPLOYMENT
AGREEMENT

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 EMPLOYMENT AGREEMENT
I. This Employment Agreement (hereinafter referred to as this “Agreement”) is made on
the date of joining of the employee

BY AND BETWEEN

II. HDFC Bank Limited, a banking Company incorporated under the provisions of the
Companies Act,1956 and having its registered office at HDFC Bank House, Senapati
Bapat Marg, Lower Parel, Mumbai, India - 400 013 hereinafter referred to as "the
BANK" (which expression shall, unless repugnant to the meaning or context thereof,
also mean and include its successors and assigns of the One Part);

AND

III. The “Employee”(which expression shall, unless it be repugnant to the context or the
meaning thereof be deemed to mean and include his heirs, legal representatives,
executors and administrators) of the other part.

IV. The Bank and Employee shall hereinafter jointly be referred to as the “Parties” and
severally as the “Party”.

V. WHEREAS:

i. The Employee has approached the Bank for an employment opportunity.

ii. Based on the credentials of the Employee at the time of recruitment, including,
but not limited to academic education, background, work experience, the Bank
proposes to engage the services of the Employee. The Employee is desirous of
employment in the Bank by accepting, the terms and conditions set out in the
offer letter, this agreement of terms of service and bound by all such policies of
the Bank made applicable from time to time.

.iii. The Parties desire that this Agreement shall be in effect from the date of joining
of the employee

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET

FORTH HEREIN, THE BANK AND THE EMPLOYEE HEREBY AGREE AS
FOLLOWS:

VI. EMPLOYMENT AND TERM

i. Relying upon the representations made by the Employee with regard to the
Employee’s right to be employed, academic education, background, work
experience etc. The Bank has employed the Employee upon the terms and
conditions set forth in this Agreement and the Offer Letter, with effect from the
Effective Date.

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 ii. Subject to the provisions of term as hereinafter provided, the term of this
Agreement shall be deemed to have begun from the Effective Date and shall
continue until terminated by either Parties in accordance with Clause VI hereof.

iii. Employee agrees that at the time of employment or any time during employment,
the Bank shall have the right to conduct, either by itself or through its
representative, background checks on the Employee, references provided by the
Employee or with the Employee’s previous employer(s) or existing creditors who
may have provided loans to the Employee.

iv. Employee agrees that at the time of employment or any time during employment,
the Bank shall have the right to use and disclose all information of the Employee
for the purpose of carrying on Business of the Bank and for complying with laws,
rules and regulations as applicable.

v. The Employee shall have read the Terms of Service and shall be bound by any
and all policies of the Bank made applicable from time to time.

vi. Subject to the provisions of the Terms of Service, the Employee shall be required
to undergo at the time of joining and any time during the employment, routine
check-ups and medical tests (including drug tests) at the Bank’s appointed
laboratories.

vii. The Employee agrees and undertakes to protect Bank’s confidential information
and agrees to disclose and assign to the BANK as its exclusive property, all
developments developed or conceived by him / her solely or jointly with others
during his / her employment with the BANK.

VII. PROBATION & CONFIRMATION

i. The Employee will be on probation for a period of six / twelve months, as

applicable, from the Effective Date of Joining. Subject to satisfactory
performance during the probationary period the Employee will be confirmed in
the services of the Bank.

ii. During the probationary period either party may terminate the services by giving
one month’s notice or gross salary in lieu thereof, at the bank’s discretion. Upon
confirmation either party will be required to give three months notice or gross
salary in lieu of notice, at the bank’s discretion.

iii. However, the decision whether or not to accept the gross salary in lieu of the
notice period will rest solely with the Management and the employee may be so
required to serve the eligible notice period at the discretion of the Management
as per the Separation policy of the Bank

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VIII. TRANSFER

i. The Bank may, at its sole discretion, depute or transfer the Employee to any other
office of the Bank in India or overseas or to any Affiliates or joint ventures that
the Bank may be engaged in, so long as the benefit of his employment accrues to
the Bank. In such case, the Employee shall also be bound by any policy of such
other office or Affiliate or joint venture, in existence at the date of this
Agreement or that may he subsequently framed by the Bank or the Affiliate. The
Employee will also be expected to make visits and travel both within India and
overseas, as may be necessary for the proper discharge of his duties. Unless
otherwise specified, in the event the Employee has been deputed abroad, the
Employee shall be responsible to settle his account with the Bank within two
weeks of return from such deputation. In event of failure to settle accounts with
the time frame specified, the Bank may initiate disciplinary action against the
Employee, including withholding of salary or any other form of remuneration.

IX. DUTIES

i. The Employee shall devote his entire working time, energy, and attention
exclusively to his duties in connection with the Bank and its Business, and shall
not take up employment or engagement, either full time or part time and neither
directly or indirectly, with any other Person while in employment with the Bank,
nor shall the Employee accept compensation in any form from any outside party
for any actions performed on behalf of the Bank without the express written
permission of the Bank.

ii. The Employee hereby agrees and undertakes to perform various duties and
undertake various responsibilities to the best of his skills and abilities including
the following:

a. to promote the interests and welfare of the Bank and its Business.

b. to represent the Bank in accordance with the authority vested in the

Employee

c. to conform to and comply with the policies of the Bank and such
directions and orders as given by the Bank from time to time

d. to diligently use the Bank’s Property and infrastructure facilities only for
the purpose indicated by the Bank.

e. to participate or attend, upon instructions given by the Bank training

courses, seminars and conference, while representing the Bank

f. to comply with all laws and regulations, including Indian labor laws as
may be applicable.

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 g. to comply with the Bank’s policy prohibiting insider trading and to
comply with the guidelines issued by the Securities and Exchange Board
of India. The Employee, his / her family members, relatives or friends
shall not indulge in insider trading in the stocks of the Bank or any other
Bank that is an affiliate or a client of the Bank based on certain
information, which is not publicly available and may be price sensitive.
The Employee shall trade only based on the procedures laid down in the
Bank’s Insider Trading Policy / Code. The Employee is not permitted to
communicate any unpublished price sensitive information to any person
by any means, including but not limited to phone, email, fax and short
messaging service (SMS).

X. RESPONSIBILITIES

i. In view of his / her position and office, the employee must effectively, diligently
and to the best of his / her ability perform all responsibilities and ensure results.
There may be times when the employee will be expected to work extra hours to
achieve the above when the job so requires. In this connection, he / she is
required not to engage in activities that have or will have an adverse impact on
the reputation / image and business of the BANK, whether directly or indirectly.

ii. The BANK is committed to ensure 'Integrity' in all aspects of its functioning. The
Employee is expected to comply with the policies of the BANK including the
Code of Conduct and other policies of the BANK as they form an integral part of
the terms of employment with the BANK. Consequently, he / she is required to
understand the scope and intent behind these policies and to comply with the
same. These Policies are updated / modified on a periodic basis and new Policies
may be introduced and notified to employees from time to time and the employee
will be required to comply with the same.

iii. The Employee shall:

a. diligently and faithfully serve the Bank, use his/her best endeavors to promote
the interests of the Bank, perform all the duties entrusted to him/her from time
to time and for the performance of all such duties, use all the knowledge, skill
and experience which he/she possesses;

b. obey and comply with and faithfully observe all the rules, procedures, processes
and regulations of the Bank as may be in force from time to time, stipulated by
the Reserve Bank of India and/or any such authority and all laws as applicable
to transactions directly or indirectly handled by the Employee in compliance
of all the orders and directions given to him/her by the Bank from time to time in
this behalf and all rules and regulations of the Bank as may be in force from time
to time, including any additions and alterations thereto and all such rules and
regulations shall be deemed to be incorporated in and form part of this
Agreement;

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c. attend punctually at such place or places as his/her duties may require for such
period as the Bank in its absolute discretion may decide as necessary and subject
to the requirement of the Bank, devote a longer period than the ordinary working
hours in the service of the Bank free of any remuneration other than that provided
for in this Agreement;

d. not be/become a member of, nor associate in any manner whatsoever with, any
Union / Organization/ Association/Movement, etc., of employees except with
the prior and express consent of the Bank;

e. not absent himself/herself from work pursuant to or in sympathy with any strike
perpetrated by any Union/ Organization/ Association/ Movement, etc., and/or in
any manner involve himself/herself either in his/her individual capacity and/or as
a member of any such Union / Organization / Association/ Movement etc., in any
activity/ies affecting the image/working of the Bank in any manner whatsoever;

f. observe strict secrecy respecting all transactions of the customers of the Bank or
of a subsidiary or of an associate Bank, and in all matters relating to the business
and affairs of the Bank or of a subsidiary or of an associate Bank, not reveal at
any time even after the termination of this Agreement any of the
matters/information/transactions relating to the Bank which may come to his/her
knowledge in the discharge of his/her duties, except where and when required to
do so by duly authorized executive of the Bank or of a subsidiary or of an
associate Bank, or by a Court of Law, or by the person to whom such matters
relate, provided such person be entitled to be informed in respect thereof;

g. during the continuance of his/her employment hereunder, give to the Bank all
such explanations, information, data and assistance regarding the work under
the control and supervision of the Employee as the Bank may require;

h. not, without the prior express consent of the Bank in writing, pledge the credit
of the Bank or enter into any commitments, dealings or obligations on behalf
of the Bank for which the Employee has no express authority from the Bank;

i. not, directly or indirectly accept any commission, profits, presents, or

gratification of any kind from any person, firm or Bank having dealings with
the Bank and if he/she is offered any such commission, profits, presents or
gratification immediately report the same to the Bank in writing and be guided by
its directions in this connection;

j. inform the Bank without delay of any dishonesty on the part of any other
employee of the Bank that may come to the Employee's knowledge;

k. not, during his/her employment with the Bank, willfully waste, spoil,
misappropriate or damage any property of the Bank;

l. not do any act prejudicial to the interests of the Bank or gross negligence or
negligence involving or likely to involve the Bank in serious loss;

m. be accountable and responsible for the efficient and disciplined running of the
department / section under him/her;

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 n. Code of Conduct at Work

Given the strong emphasis on ethical and professional conduct, employees

shall not resort to any act of :

i. Sexual Harassment :

These include unwelcome sexual advances, requests for sexual

favours and other unwelcome gestures, verbal or physical or by
electronically generated communication of a sexual nature, including
sexual discrimination.
A clearly defined policy is detailed on the Employee portal.

ii. Refrain from the use of abusive or unparlimentary language, or acts

considered to be unbecoming of a Bank employee, as stated in the
relevant policies on the Employee Portal.

iii. General conduct :

not at any point in time indulge in or exhibit such behavior whether
professionally or personally that could bring the Employee or the
Bank into disrepute, or could be considered to be prejudicial to the
interest of the Bank or it’s constituent, or result in a financial loss or
could cause damage to the Bank’s reputation / image. This would
include placing the Employee into a position where his independence
of action and loyalty to the Bank might be prejudiced;

o. Information Security at work place

i. The Employee undertakes not to disclose, use, lecture upon or

publish any of the Banks confidential information, except as such
disclosure, use or publication may be required in connection with
his/her work on a “need-to know” basis or unless the Bank expressly
authorizes such disclosure in writing. Such obligation to maintain
the confidentiality, privacy and security of confidential information
remains even after his/her employment with the Bank cease to exist.

ii. The Employee recognize that all information created / accessed /

processed by him/her shall remain the sole property of the Bank and
shall be returned to the Bank when his /her employment cease to
exist.

iii. The Employee further undertakes to be vigilant and report all

violations of information security and all suspected security events
immediately to the Information Security Group at
information.security@hdfcbank.com

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 iv. He/She further confirms and agree that he/she shall ensure (i) to
comply with the rules as laid down in the Information Technology
(Reasonable security practices and procedures and sensitive
personal data or information) Rules, 2011; (ii) to monitor the
security practices, control processes and checks in respect of the
confidential information on a regular basis; and (iii) to disclose any
breaches in the security practices, control processes and checks
immediately to the Information Security Group of the Bank.

v. The Employee undertakes to read and understand the Information

Security Policy on the Information Portal of the Bank and recognize
that monitoring takes place to protect the system and ensure
compliance with this policy."

XI. REMUNERATION AND TAXES

i. The Employee shall be entitled to remuneration as per the Appointment / Offer

Letter. The Bank shall inform the Employee of any changes in the remuneration
in writing or in electronic form and from the date indicated in such
communication the remuneration shall stand amended.

ii. It is agreed between the bank and the employee that the incentive, payable if any,
based on performance and productivity is in lieu of any other bonus including
bonus based on profits payable under any law.

iii. The Bank may withhold from any amounts payable under the Agreement such
central, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.

iv. It is agreed between the Bank and the employee that the employee shall apply for
settlement of his / her terminal dues viz., PF / Gratuity, etc within the stipulated
time, else the Bank may credit the dues payable to their account. Further, in the
event of any loan or any other dues, payable to the Bank remain outstanding, the
employee mandates / authorizes the bank to recover/deduct the same from his/her
account .

XII. TERMINATION OF EMPLOYMENT

i. Notwithstanding anything to the contrary contained herein, the Managing

Director of the Bank or his/her deputy nominated by him/her shall in his/her sole
discretion be entitled to forthwith terminate the employment of the Employee
without any notice or payment of any kind whatsoever in lieu of notice or
otherwise in the case of :

a. any act of dishonesty, disobedience, insubordination, intemperance, or

other misconduct or neglect of duty or incompetence in the discharge of
duty on the part of the Employee or the breach by the Employee of any
of the terms, conditions, or stipulations contained in this Agreement;

26
 b. the Employee being adjudged an insolvent or applying to be adjudged an
insolvent or making a composition or arrangement with his/her creditors
or being held guilty by a competent court for any offence involving
mortal turpitude.

ii. For the purpose of sub-clause (a) hereof the opinion of the Managing Director of
the Bank or his/her deputy nominated by him/her as to whether any of the events
mentioned therein have occurred shall be final and binding upon the Employee
and the Employee shall not be entitled to question the same on any ground
whatsoever

iii Subject to as herein provided, either of the parties hereto wishing to

terminate this Agreement may do so at any time by giving not less than
three months notice thereof to the other party, without the necessity of
showing any cause and at the expiry of the period of such notice, this
Agreement shall stand terminated. Such notice shall be given by registered
letter as follows:

a. if the notice be given by the Employee, the letter conveying the same
shall be dispatched by mail through the Post Office to the Managing
Director of the Bank or his/her deputy or of any subsidiary Bank/s or
associate Bank/s as the case may be and the term of three months shall
reckon from the date when such letter is posted by the Employee and a
copy thereof shall also on the same date be delivered by the Employee in
person to the said executive of the Bank, or his/her deputy or of any
subsidiary Bank/s or associate Bank/s of the Bank as the case may be at
the Employee's place of work or if the Employee be himself/herself the
said executive then to such officer as may then be in charge of the
Function hitherto held by the Employee at the Employee's said place of
work.

b. if the notice be given by the bank the letter conveying the same shall be
despatched by mail through the Post Office in India to the Employee at
his/her place of work or his/her last known address and the term of three
months shall reckon from the date when such letter is posted in India by
the Bank, its servants or agents.

iv. PROVIDED, however, that either party shall be entitled to terminate this
Agreement by the Bank giving the Employee one/three months gross salary in
lieu of notice, depending on whether the employee is confirmed / not – confirmed
in the services of the Bank.

v. The Parties hereby agree that if the termination is found to be wrongful by an

appropriate Court in India, based on a non-appealable order, the maximum
liability of the Bank shall not exceed upto a maximum of the employee’s three
(3) months last drawn gross salary, at the discretion of the Bank.

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XIII. NON-SOLICITATION

i. The Employee hereby agrees and undertakes that during the term of the
employment with the Bank and for a period of six months following the date of
separation from the Bank, the Employee shall not, directly or indirectly, either as
an individual on his own account or as a partner, employee, consultant, advisor,
agent, contractor, director, trustee, committee member, office bearer, or
shareholder (or in a similar capacity or function);

a. Solicit employment of or advise any of the Bank’s existing employees or

any person who was employed by the Bank within six months prior to
such solicitation; or

b. Cause any person or organization providing services to or through Bank

to terminate his or her contract or relationship with Bank.

c. Contact any of the existing or prospective clients (i.e. any person or

organization with whom the Bank is in advanced stages of exploring a
professional or business relationship) of the Bank to entice such clients
away from the Bank or to damage in any way their business relationship
with the Bank or for the provision of substantially the same services
provided to such clients by the Bank.

ii. The Employee hereby acknowledges and agrees that the limitations as to time
and the limitations of the character or nature placed in this Clause XII are
reasonable and fair and will not preclude the Employee from earning a
livelihood, nor will they reasonably impose limitations on the Employee’s ability
to earn a living. In addition the Employee agrees and acknowledges that the
potential harm to the Bank of the non-enforcement of this Clause XII outweighs
any potential harm to the Employee by this Agreement and has given careful
consideration to the restraints imposed upon the Employee by this Agreement
and is in full accord as to their necessity for the reasonable and proper protection
of the confidential information and intellectual property of the Bank now existing
or to be developed in the future. The Employee expressly acknowledges and
agrees that each and every restraint imposed by this Agreement is reasonable
with respect to subject matter, time period and geographical area.

iii. It is expressly understood and agreed by the Parties that although the Employee
and the Bank consider the restrictions contained in this Clause XII to be
reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in this
Agreement is an unenforceable restriction against the Employee, the provisions
of this Agreement shall not be rendered void but shall be deemed amended to
apply as to such maximum time and territory and to such maximum extent as
such court may judicially determine or indicate to be enforceable. Alternatively,
if any court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

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 iv. The Bank may at its sole discretion relieve, wholly or in part, the Employee,
from complying with the provisions of this Clause XIII.

XIV. BANK’S PROPERTY - EMPLOYEE’S DUTY TO RETURN

i. Any and all of the Bank’s Property acquired by or in the possession of the
Employee under this Agreement, shall be returned to the Bank immediately upon
termination of this Agreement.

ii. Employee agrees and understands that until such time as all of the Bank’s
Property is returned, the Bank shall, in addition to initiating legal proceedings for
recovery (and without prejudice to any other rights or remedies that Bank may
have under law or equity), be entitled to wage and salary, emoluments or other
dues of the Employee then or in future payable to the Employee, and may further,
at its discretion, deduct therefrom the full value of the property/properties
calculated at its then replacement price.

iii. Employee recognizes and agrees that the Bank shall be entitled to recover from
the Employee and the Employee shall be bound and liable to make good to the
Bank any loss suffered by the Bank on account of misuse of the Bank Property
by the Employee and/or any damage occasioned to the Bank Property whilst in
the custody of or entrusted to the Employee.

XV. BANK’S POLICIES

i. The Employee agrees and undertakes that the Employee shall be bound by all the
policies of the Bank including the policies which are documented, adopted or to
be adopted by Bank or as published in the Intranet, as may be specified &
amended from time to time.

XVI. INDEBTEDNESS

i. If, during the Employee’s employment under this Agreement, the Employee
becomes indebted to the Bank for any reason, Bank may, if it so elects, set off
any sum due to the Bank from the Employee against the compensation or other
dues, if any payable to the Employee and collect any remaining balance from him
/ her.

XVII. NOTICES

i. All notices, requests and other communications hereunder must be in writing and
will be deemed to have been duly given only if delivered personally or mailed
(first class postage prepaid) to the parties at the following addresses:

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 ii. If to the Bank:

Attention: Human Resources Department

Address: HDFC Bank, HDFC Bank House, 2nd Floor, Senapati Bapat Marg,
Lower Parel, Mumbai - 400013

iii. If to the Employee:

Attention:

Address:

All such notices requests and other communications will (i) if delivered
personally to the address as provided in the above Clause XVII, be deemed given
upon delivery; (ii) be deemed given upon receipt (in each case regardless of
whether such notice request or other communication is received by any other
Person to whom a copy of such notice, request or other communication is to be
delivered pursuant to Clause XVII). The Bank and the Employee from time to
time may change its address or other information for the purpose of notices to
that party by giving notice specifying such change to the other party hereto.

Any change in the address of either the Bank or the Employee shall be notified to
the other party in the same manner mentioned hereinabove.

XVIII. WAIVER
i. No waiver by the Bank of any breach of this Agreement shall be a waiver of any
preceding or succeeding breach. No waiver by the Bank of any right under this
Agreement shall be construed as a waiver of any other right. The Bank shall not
be required to give notice to enforce strict adherence to all terms of this
Agreement.

XIX. ACKNOWLEDGEMENT

i. The Employee agrees, recognizes and acknowledges that:

a. He/she has been provided with a copy of this Agreement for review prior
to signing it, that he/she has reviewed it and that he understands the
terms, purposes and effects of this Agreement and that he/she has signed
the same only after having had the opportunity to seek clarifications, that
he/she has been given a signed copy of this Agreement for his/ her own
records, he/she has not been subjected to duress or undue influence of
any kind to execute this Agreement and this Agreement will not impose
an undue hardship upon him/her. He/she has executed this Agreement of
his/her own free will and without relying upon any statements made by
the Bank or any of its representatives, agents or employees. This
Agreement is in all respects reasonable and necessary to protect the
legitimate business interests of the Bank

30
 b. if he/she violates any of the terms of this Agreement, the Bank will suffer
irreparable injury and damages the amount of which cannot be
adequately measured in monetary terms and that an adequate remedy at
law will not exist

c. in view of the above, the Bank shall be entitled to injunctive relief in

addition to any other remedy available at law or in equity, in the event
he/she violates any of the terms or conditions of this Agreement.

XX. AUTHORISATION TO NOTIFY NEW EMPLOYER

i. The Employee hereby grants his unconditional consent to the Bank that the Bank
is entitled to notify any new or prospective employer of the Employee about the
rights and obligations of the Employee under this Agreement with a copy to the
Employee.

XXI. OFFER ON LIQUIDATION

i. If the employment of the Employee is terminated by reason of the liquidation of

the Bank for the purpose of reconstruction or amalgamation or by reason of any
re-organisation of the Bank and the Employee shall have been offered
employment with the Bank succeeding to the Bank upon such liquidation on
terms no less favourable to the Employee than the terms in effect under this
Agreement then the Employee shall have no claim against the Bank by reason of
the termination of the employment.

XXII. DISPUTE RESOLUTION

i. The Bank and the Employee hereby agree that they intend to discharge their
obligations in utmost good faith. They therefore agree that they will, at all times,
act in good faith, and make all attempts to resolve all differences arising out of or
in connection with this Agreement in accordance with the policies of the Bank,
which also includes a dialogue with the respective HR Coordinator to address
any employment related concerns or alternatively send a mail to
employeeconcern@hdfcbank.com on the Employee Portal.

ii. The Parties agree that until attempts have been made to resolve all differences in
accordance with the policies of the Bank, they shall not take their disputes to a
Court of Law.

iii. Notwithstanding the aforesaid provisions of this Agreement. in the event of any
breach or apprehended breach by the Employee of the provisions of this
Agreement, the Bank shall be entitled, in addition to all other remedies, to an
injunction, whether interlocutory or preliminary, restraining any such breach.

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XXIII. MISCELLANEOUS

i. Entire Agreement: The terms of this Agreement are the entire agreement and
understanding with respect to the subject matter hereof and supersedes all prior
discussions or representations between the Bank and the Employee including, but
not limited to any representations made during the Employee’s interview(s) or
relocation negotiations, whether written or oral. This Agreement shall constitute
the complete and exclusive statement of his terms and no extrinsic evidence
whatsoever may be introduced in any judicial, administrative, or other legal
proceeding involving this Agreement. Any subsequent change or changes in the
Employee’s duties, salary or compensation will not affect the validity or scope of
this Agreement.

ii. Amendments: No change, modification, or termination of any of the terms

provisions, or conditions of this Agreement shall be effective unless made in
writing and signed or initialled by all signatories to this Agreement.

iii. Survival: Termination of this Agreement shall not affect those provisions hereof
that by their nature are intended to survive such termination.

iv. The Employee represents and warrants that the Employee is not subject to any
contractual restriction or obligation (including any existing bond with his or her
previous employer(s)) that will in any way limit the Employee’s activities on
behalf of the Bank or prevent the Employee from performing all or any of the
obligations, terms and conditions of this Agreement.

v. The Employee represents and warrants that he will not execute any instrument or
grant or transfer any rights, titles and interests inconsistent with the terms and
conditions of this Agreement.

vi. Assignment: The Employee acknowledges and agrees that the Bank may assign
any of its rights under this Agreement to any person or entity in connection with
(i) a merger or consolidation of the Bank. (ii) a sale or assignment of
substantially all its assets, or (iii) any other transaction with results in another
entity or person owning substantially all of the assets of the Bank provided that
the entity or person receiving or succeeding to the assets of the Bank assumes the
Bank’s obligations.

vii. Governing law and Jurisdiction: This Agreement shall be governed and
construed in accordance with the laws of India in relation to any legal action or
proceeding to enforce this Agreement. The Parties irrevocably submits to the
exclusive jurisdiction of any competent courts situated at Mumbai and waive any
objection to such proceedings on grounds of venue or on the grounds that the
proceedings have been brought in an inconvenient forum.

32
 viii. Severability: If any paragraph, sub-paragraph, or provision of this Agreement or
the application, such paragraph, sub-paragraph or provision, is held invalid by a
court of competent jurisdiction, the remainder of this Agreement and the
application of such paragraph, sub-paragraph, or provision to Persons, or
circumstances other than those with respect to which it is held invalid shall not be
affected.

ix. Force Majeure: Neither the Bank nor the Employee shall be liable nor
responsible for any damages in any manner whatsoever for any failure or delay to
perform or fulfill any of their obligations under this Agreement when such failure
or delay is due to fire, riot, strike, lockout, war, civil commotion, accident,
breakdown of plant or machinery, flood, storm, acts of God, omissions or acts of
public authorities preventing or delaying performance of obligation relating to
acts of public authorities, including changes in law, regulations or policies of the
Government regulatory authority acts beyond the control of the Bank and/ or the
Employee, or for any other reasons which cannot reasonably be forecast or
provided against, and which cannot be predicted by men of ordinary prudence.

x. Provided that such Party gives prompt written notice of such condition to the
other Party and resumes performance of the obligations as soon as possible.

xi. Parties To Act With Due Diligence And In Good Faith: The Bank and the
Employee hereto shall dutifully perform all covenants of this Agreement in letter
and spirit and shall otherwise act with due diligence and in good faith.

WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the
day and year first above written.

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