ICICI Bank notes Maturity Date

The Offering

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . ICICI Bank Limited, a public limited company incorporated under the laws of the Republic of India ("ICICI Bank").

Notes Offered . . . . . . . . . . . . . . . . . . . . . 6.375% Fixed to Floating Rate Subordinated Notes due April 30, 2022 issued by ICICI Bank in an aggregate principal amount of US$ 750,000,000 (the "notes").

Maturity . . . . . . . . . . . . . . . . . . . . . . . . . The notes will mature on April 30, 2022 (the "Maturity Date").

Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . Interest will be payable on the outstanding principal amount of the notes from January 12, 2007 (the "Issue Date") (i) semi-annually in arrears on April 30 and October 31 of each year, at a fixed rate per annum equal to 6.375%, during the period from (and including) the Issue Date to (but excluding) April 30, 2017, and (ii) thereafter semiannually in arrears on April 30 and October 31 of each year, at a variable rate per annum equal to the 6-month LIBOR plus a margin of 2.28%. The first payment of interest will be made on April 30, 2007 in respect of the period from (and including) the Issue Date to (but excluding) April 30, 2007. See "Description of the Notes--Interest". Each such date is an "Interest Payment Date".

Each period from and including an Interest Payment Date or the Issue Date, as applicable, to but excluding the next Interest Payment Date until April 30, 2017 is called a "Fixed Interest Period". The period from and including April 30, 2017, to but excluding the next following Interest Payment Date, and each successive period from and including an Interest Payment Date to, but excluding, the Maturity Date is called a "Floating Interest Period". Each Fixed Interest Period and Floating Interest Period is referred to as an "Interest Period".

If and to the extent that, on any Interest Payment Date, ICICI Bank has:

? a Capital Deficiency (as defined below), then ICICI Bank shall not pay any principal or interest on such date and (i) with respect to any Interest Payment Date other than the Maturity Date, the interest payable on such date shall be deferred until the next succeeding date on which interest is payable under the notes, and (ii) with respect to the Maturity Date, any interest (including Interest Arrears and Additional Interest (each as defined below)) and principal payable on such date shall be deferred until the Compulsory Payment Date (as defined below); or

? a Net Loss (as defined below) or increase in Net Loss without a Capital Deficiency, then ICICI Bank shall not pay any principal or interest on such date except that it may pay interest with the prior approval of the Reserve Bank of India ("RBI") and, in the event that the RBI does not grant approval for payment of interest (i) with respect to any Interest Payment Date other than the

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Maturity Date, the interest payable on such date shall be deferred until the next succeeding date on which interest is payable under the notes, and (ii) with respect to the Maturity Date, any interest (including Interest Arrears and Additional Interest (each as defined below)) and principal payable on such date shall be deferred until the Compulsory Payment Date (as defined below).

"Capital Deficiency" means, for any Interest Payment Date, that ICICI Bank determines that its capital to risk assets ratio ("CRAR") has declined below the minimum regulatory requirement prescribed by the RBI from time to time, (i) as at the immediately preceding March 31 in the case of the Interest Payment Date in April and (ii) as at the immediately preceding September 30 in the case of the Interest Payment Date in October.

"Compulsory Payment Date" means, in the case of principal and interest (including Interest Arrears and Additional Interest), a date after the Maturity Date following deferral of the payment of principal and interest which is one business day after the first date on which ICICI Bank determines that it has (i) neither a Capital Deficiency nor a Net Loss or (ii) no Capital Deficiency, but a Net Loss or increase in Net Loss and has received approval from the Reserve Bank of India to make the payment of principal and interest, provided that any such payment will not cause ICICI Bank to have a Capital Deficiency or in the case of (i) a Net Loss.

"Net Loss" means, for any Interest Payment Date, a determination made by ICICI Bank as per (a) unconsolidated Indian GAAP financial statements that it has either (i) a negative balance reported in the balance in the profit and loss account line item in its Balance Sheet, or (ii) a net loss reported in its profit and loss account, as at and for the 12 month period ended on the immediately preceding March 31 in the case of the Interest Payment Date in April or as at and for the six month period ended on the immediately preceding September 30 in the case of the Interest Payment Date in October, or (b) regulations or guidelines prescribed by Reserve Bank of India from time to time in this regard. In case of any conflict between the determination made under (a) and (b) hereinabove, the determination made under (b) shall prevail.

If, as a consequence of a Capital Deficiency or a Net Loss, ICICI Bank shall not pay principal or interest on an Interest Payment Date then, no later than the 5th day prior to the relevant Interest Payment Date, it shall deliver to the Trustee a notice indicating the existence of such Capital Deficiency or Net Loss and that it will as a consequence thereof not pay principal or interest on such Interest Payment Date (a "Payment Suspension Notice"). A Payment Suspension Notice will have no force or effect unless ICICI Bank has delivered it to the Trustee in accordance herewith.

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Interest on the notes will be cumulative. This means that, if interest is not paid on the notes on any Interest Payment Date, holders of the notes will have the right to receive those interest payments on the next succeeding date on which interest is payable under the notes.

In the event that ICICI Bank determines there is a Net Loss without a Capital Deficiency for any Interest Payment Date, ICICI Bank shall apply to the RBI for permission to pay interest which would otherwise be due on such Interest Payment Date. If the RBI grants such permission, notwithstanding any prior delivery of a Payment Suspension Notice in relation to such Interest Payment Date, ICICI Bank shall, subject to compliance with such conditions as may be stipulated by the RBI while granting its approval, proceed to pay the interest due on such Interest Payment Date, either (i) on such Interest Payment Date, if approval from the RBI is received in advance thereof, or (ii) within 1 business day of receipt of the approval from the RBI if such approval is received after the date which is 1 business day prior to the relevant Interest Payment Date.

In the event that any interest in respect of the notes is not paid on an Interest Payment Date (any such amount, "Interest Arrears"), such Interest Arrears shall bear interest ("Additional Interest") from the Interest Payment Date on which the interest first became due to (and including) the actual date of payment. Additional Interest shall be calculated at the interest rate payable on the notes. Additional Interest accrued to any Interest Payment Date shall be added, for the purpose only of calculating the Additional Interest accruing thereafter, to the amount of Interest Arrears remaining unpaid on such Interest Payment Date.

Dividend and Capital Restriction . . . . So long as any Interest Arrears or Additional Interest thereon remain unpaid, ICICI Bank will not (i) other than to the holders of Existing Preference Shares to the extent permissible and subject to prevailing Indian laws, declare or pay any dividend, distribution or other payment in respect of its Ordinary Shares, any other security or obligation of ICICI Bank ranking junior to the notes, or any Other Pari Passu Claims (other than as required under the terms of any preference shares or other security or obligation ranking junior to the notes (but not including Ordinary Shares) or Other Pari Passu Claims), or (ii) other than as required under the terms of such security or obligation, effect any repurchase or redemption of any of its Ordinary Shares, any other security or obligation of ICICI Bank ranking junior to the notes or any Other Pari Passu Claims, (or contribute any moneys to a sinking fund for the redemption of any such shares, securities or claims).

"Ordinary Shares" means ordinary shares of ICICI Bank.

"Existing Preference Shares" means the three hundred fifty 0.001% preference shares of Rs. 10,000,000 each of ICICI Bank allotted as fully paid preference shares to preference shareholders of erstwhile ICICI Limited, redeemable at par on April 20, 2018.

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Subordination . . . . . . . . . . . . . . . . . . . . The payment obligations of ICICI Bank under the notes constitute unsecured subordinated obligations of ICICI Bank and will rank (i) behind (junior to) the claims of holders of Senior Indebtedness, (ii) pari passu with Other Pari Passu Claims and (iii) before (senior to) (x) the claims for payment of any obligation that, expressly or by applicable law, is subordinated to the notes, (y) the claims of holders of preference and equity shares of ICICI Bank and (z) the claims of investors in instruments eligible for inclusion in Tier I capital of ICICI Bank, in accordance with the subordination provisions of the Indenture.

"Other Pari Passu Claims" means claims of creditors of ICICI Bank which are subordinated so as to rank pari passu with claims in respect of the notes.

"Senior Indebtedness" means all deposits and other senior liabilities of ICICI Bank (including those in respect of bonds, notes and debentures), and debt instruments constituting "lower Tier II" capital of ICICI Bank from time to time, other than liabilities of ICICI Bank under the notes. For the avoidance of doubt, Senior Indebtedness shall not include any other debt securities of ICICI Bank which qualify for Upper Tier II treatment under the RBI guidelines.

Additional Amounts . . . . . . . . . . . . . . . All payments of principal and interest in respect of the notes will be made without withholding or deduction for any taxes or other governmental charges imposed by a Taxing Jurisdiction, unless such withholding or deduction is required by law. In the event ICICI Bank is required by law to withhold or deduct amounts for any such taxes or other governmental charges, ICICI Bank will pay such additional amounts so that the holders of the notes will receive the same amounts as they would have received without such withholding or deduction, subject to certain exceptions. ICICI Bank will pay any stamp, administrative, court, documentary, excise or property taxes imposed on the initial issuance and delivery of the notes in a Taxing Jurisdiction and will indemnify the holders of the notes for any such taxes paid by the holders of the notes, excluding any such duties or taxes which may relate to any transfer or transmission of the notes following their initial issuance and delivery by us. See "Description of the Notes--Additional Amounts."

"Taxing Jurisdiction" means India, or any political subdivision thereof or any authority or agency therein or thereof having the power to tax, or any other jurisdiction or any political subdivision or any authority or agency therein or thereof having the power to tax to which ICICI Bank becomes subject in respect of payments made by it of principal or interest on the notes.

Optional Redemption . . . . . . . . . . . . . . The Notes are not redeemable at the option of the holders thereof at any time and are not redeemable at the option of ICICI Bank prior to

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April 30, 2017 (the "First Call Date"), except in certain circumstances in the event of certain changes in withholding taxes (see "Description of Notes--Optional Tax Redemption") or upon the occurrence of a Regulatory Event (see "Description of the Notes-- Redemption Upon a Regulatory Event").

The notes may be redeemed at the option of ICICI Bank, in whole (and not in part), on the First Call Date or on any subsequent Interest Payment Date; provided that ICICI Bank will give notice to holders of notes not less than 15 business days but not more than 30 business days prior to any such redemption. This notice will be published in accordance with the notice provisions described under "Description of the Notes--Notices".

The redemption price for any redemption of the notes will be 100% of the principal amount of the notes then outstanding, plus Interest Arrears (if any) and Additional Interest (if any) on the principal amount being redeemed to (but excluding) the redemption date (the "Base Redemption Price").

Any optional redemption of notes is subject to compliance with applicable regulatory requirements, including the prior approval of the RBI. The RBI, whilst considering the request of ICICI Bank to so redeem the notes, may take into consideration, among other things, ICICI Bank's CRAR position both at the time of the proposed redemption and thereafter.

Optional Tax Redemption . . . . . . . . . . In the event ICICI Bank determines that, as a result of certain changes in or amendments to the laws or regulations of a Taxing Jurisdiction (as defined above) ICICI Bank has been or will be required to pay additional amounts as described under "Description of the Notes-- Additional Amounts," ICICI Bank may, at its option, but subject to approval by the Reserve Bank of India, redeem the notes at a redemption price equal to the Base Redemption Price. See "Description of the Notes--Optional Tax Redemption".

Redemption Upon a Regulatory Event . . . . . . . . . . . . . . . . . . . . . . . . . . Upon the occurrence of a Regulatory Event, and subject to the conditions (see "Description of the Notes"), ICICI Bank, upon the receipt of prior permission from the RBI, will have the right to redeem the notes in whole (and not in part) at a redemption price equal to (A) in the case of redemption prior to April 30, 2017, the higher of the Base Redemption Price and the Make Whole Amount (as defined herein), or (B) in the case of a redemption on or after April 30, 2017, the Base Redemption Price.

"Regulatory Event" means the receipt by ICICI Bank of an opinion, declaration, rule or decree of the RBI or any other regulatory or

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