STAR UNION DAI-ICHI LIFE INSURANCE CO.

LTD

Ref: SUD/ DIST / 2009/AM(Banca)/362

Mr.S.Rajasekaran rd 54 Cak,road,3 Cross, Thiruppathy Layout Karur, Tamilnadu-639001 9042245093 rajasbilife@gmail.com Dear Mr.Rajasekaran,

Dated- 27/11/2009

CONFIDENTIAL
Re: OFFER OF EMPLOYMENT Further to the recent discussions, we are pleased to confirm offer of employment as follows: Position Title Location Functional Reporting to Commencement Date : Assistant Manager - Trainee : Coimbatore : Assistant Vice President (Group Business) at Chennai : Immediately

This offer is subject to the receipt of references and necessary background / antecedent verification, Including but not limited to, proof of educational and professional qualifications, employment history, Proof of present salary and proof of identity which are satisfactory to us. In the event of any of the above being found unsatisfactory, the company reserves the right to revoke this offer of employment, without assigning any reasons, at any point of time. Job Description: As Assistant Manager (Bancassurance), you will be responsible for 1. Promoting sales of the companys products in the cluster of branches / outlets allotted to you. 2. Achieving and exceeding business targets set by the company in respect of the cluster of Corporate Agents Banks branches(the cluster)assigned to you; the targets being liable to be revised from time to time depending upon the companys business plan; Achieving these targets by providing all possible support to the allotted cluster of banks Branches in prospecting life insurance business from their customers including the walk-in Customers. All the new business sales and service functions within the cluster assigned to you viz. Closing sales calls, aiding in completion of documentation, facilitating pre-insurance medical Examination, scrutiny of the proposal papers so as to minimize the turnaround time in policy

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Registered Office: *Star House*,C-5,G Block,Bandra-Kurla complex, Bandra (East),Mumbai 400051.

Corporate Office: Star Union Dai-ichi Life Insurance Company Limited,11th Floor, Raghuleela Arcade,
IT park, Sector 30 A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400703

Issue; facilitating renewal premium collections, customer service , etc.

Mr.S.Rajasekaran

Attending and conducting training for the personnel of the clusters Providing daily MIS/report of performance. Arranging exhibitions, customer meets, cluster meets etc. Such other duties as may be entrusted to you from time to time; Compensation and Incentive Package: The components of this package include A. Compensation and Incentives B. Employee Benefits A. Compensation & Incentives The Compensation & Incentives are as detailed here under;

S. No. 1

Particulars Salary

Amount Rs. ( per annum) 1. Fixed salary Rs 152,000 per annum 2. Flexible Pay benefits Rs 72,000 per annum Total Salary Rs 224,000 per annum#

Reimbursement

#This is inclusive of the company's contribution to PF. 3. Conveyance up to Rs 24,000 Per annum 4. Mobile charge up to Rs 12,000 Per annum *subject to production of bills and satisfactory performance

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Grand Total Performance Incentive

Rs 260,000 per annum You will also be eligible for performance based Incentive Such as determined by the company from time to time. You will be allotted appropriate performance targets and familiarized with the incentives for achieving those targets on your reporting at your place of posting The targets and incentive structure are subject to revision from time to time

All payments are subject to taxes as applicable. B.Employee Benefits. You will be eligible for holidays, annual leave and medical and health care benefits as per the companys HR policy. So also your retirement age will be as per HR policy

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Registered Office: *Star House*,C-5,G Block,Bandra-Kurla complex, Bandra (East),Mumbai 400051.

Corporate Office: Star Union Dai-ichi Life Insurance Company Limited,11th Floor, Raghuleela Arcade,
IT park, Sector 30 A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400703

as applicable to employees of your cadre. The Company reserves the right to revise the HR policy as it may deem necessary and all such revision shall, unless otherwise specified, shall be applicable to you as if incorporated in this letter.

Employment Conditions (a) Code of Ethics and Business Conduct Commitment to excellence is the fundamental philosophy of the Company. In pursuit of this commitment, you will strive to achieve the highest business and professional standards in Compliance with the regulatory regime that applies to our industry and the business ethics set Down by the Company for itself such as but not limited to the following; i Honest and ethical handling in respect of all professional relationships and dealings; ii Full , fair, accurate, timely and understandable disclosure in reports and documents, iii Compliance with all applicable laws, rules, and regulations; iv Prompt internal reporting of an violations of this Code; and v Accountability for adherence to the Code. (b) Employee Non-disclosure and developments Clause The Company requires all employees during and post employment ,to maintain confidentiality And protect intellectual property of the Company. It also requires employees to disclose to the Company an discovery, invention, process or improvement related to the life insurance business Made or discovered by the employees while in the service of the company, and such Discovery, invention process or improvement shall belong absolutely to and be the sole and Absolute property of the Company. (c) Working hours, Holidays and Retirement: On every working day you will report not later than 10 am at one of the bank branches within The cluster allotted to you. However, your work hours will not be fixed in view of the nature of your job involving customer touch point for sales and services. You shall ensure that all the daily activities are reported to your Reporting Officer at the end of the day. (d)Transferability Your initial location will be as stated above. The company reserves the right to transfer you to Any other location in India. (e)Exclusivity of Employment

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Registered Office: *Star House*,C-5,G Block,Bandra-Kurla complex, Bandra (East),Mumbai 400051.

Corporate Office: Star Union Dai-ichi Life Insurance Company Limited,11th Floor, Raghuleela Arcade,
IT park, Sector 30 A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400703

You will not, without the companys previous written permission. Carry on by yourself or in Association with other/s any business or trade or any other activity which is competitive of the Business of the company or enter into any other employment, whether similar or not as the one held by you with the Company ,for any part of your time in any capacity, whether remunerative or not. You will devote your whole time and attention to your duties to the Company and promote wholeheartedly the interests of the Company.

(f) Performance Monitoring You are required to deliver performance up to the expected levels as per the targets entrusted to you by your Reporting Officer . In case your performance is not found satisfactory, you will be put on appropriate Performance Enhancement Plan. In case your performance does not improve even after you are put on such Plan. The Company will review the matter of continuance of your employment with the company and take appropriate action, including termination.

D. Termination (a) Notice period/pay Both the Company and you agree to provide the other with thirty(30) days prior written notice of termination. If you fail to give the required thirty(30) days notice, the Company has the right to withhold any sum due and payable to you to the extent of the requisite notice/the other such amount as is equal to your pay for the notice period or for such part of it as is short of the requisite notice of 30 days. (b)Termination without cause The company may pay you an amount equal to the Notice Pay, referred to the previous paragraph and dispense with your services in which event your employment with the company will terminate immediately upon such payment being made .Alternatively ,the Company may enquire you not to carry on any of the activities connected with your employment and/or to attend the work place during this period. In that event, until the date of termination of your service, you will: (i) continue to receive your full remuneration ; (ii)remain an employee of the Company ; and (iii) continue to be found by your obligations of confidentiality and fidelity and exclusivity of employment. (c)Termination with cause The Company may terminate your employment with the Company at any time without prior notice or without Notice Pay if such termination arises as the result of misconduct either during your employment with the Company or in securing the employment with the Company, negligence and/or breach of any express or implied term of the employment including; i committing any willful misconduct, fraud or dishonesty, or being grossly negligent in the performance of duties; ii being in breach of the Code and/or Non-Disclosure Agreement;

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Registered Office: *Star House*,C-5,G Block,Bandra-Kurla complex, Bandra (East),Mumbai 400051.

Corporate Office: Star Union Dai-ichi Life Insurance Company Limited,11th Floor, Raghuleela Arcade,
IT park, Sector 30 A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400703

iii committing a material breach of this letter of employment, and not remedying the breach within one (1) business day after the Company advises you in writing of the breach; iv absence from duty without permission v conviction for any criminal offence, becoming incapacitated or prevented by illness, accident, or unsoundness of mind or any other circumstances from discharging your duties. Vi Non-performance of your duties persistently and in accordance with the performance targets set by the company from time to time. Vii Any other ground which , in the opinion of the Company renders your employment with the Company as conflicting with its interests. Please note that notwithstanding anything contained in this Employment Offer or in any discussions prior to this offer, in the event that you accept this Employment Offer , the Company will not bear responsibility in any manner whatsoever , for any claim , monetary or otherwise, that any previous employer , firm, company or person may have against you . As an acknowledgement of the acceptance of this offer , please sign the enclosed copy, initial all pages and return it to the Company. If your response as aforesaid is not received within one week of this letter it will be assumed that you have not accepted this offer of employment and the same will stand withdrawn automatically. We welcome you to the Star Union Dai-ichi Life Insurance Company Limited, and we look Forward to you joining our team. Yours sincerely, For Star Union Dai-ichi Life Insurance Company Limited

Vice President Distribution

------------------------------------------------------------------------------------------------------------------------------------------------------------------------Acceptance I , Mr. S.Rajasekaran accept your offer of employment as set out in this Offer of Employment dated 27/11/2009 and I have carefully read and understood the terms and conditions of employment. I Agree to abide by them.

Signed at.onday of..2009 Signature..

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Registered Office: *Star House*,C-5,G Block,Bandra-Kurla complex, Bandra (East),Mumbai 400051.

Corporate Office: Star Union Dai-ichi Life Insurance Company Limited,11th Floor, Raghuleela Arcade,
IT park, Sector 30 A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400703

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Registered Office: *Star House*,C-5,G Block,Bandra-Kurla complex, Bandra (East),Mumbai 400051.

Corporate Office: Star Union Dai-ichi Life Insurance Company Limited,11th Floor, Raghuleela Arcade,
IT park, Sector 30 A, Opp. Vashi Railway Station, Vashi, Navi Mumbai - 400703