Private & Confidential

HRD/Aptlr/111583

May 25, 2009

Mr. Amit Patni

C/o- J.N Jha, Shiv Mandir Gali,
Nawabganj, Hazaribag,
Hazaribag 825301

Dear Mr. Patni,

Congratulations !

With reference to your application and subsequent selection process, we are pleased to
appoint you in the services of ICICI Prudential Life Insurance Company Ltd.

We look forward to your joining the Company and wish you a long and successful career
with the organization.
You will be designated as ASSOCIATE HEALTH ASSU. MGR-HP in Grade I Your
initial posting will be at Delhi-Connaught Place.

Your emoluments for the position will be as per Annexure I and the terms of
engagement with the Company are as outlined in Annexure II.

The offer stated in is valid only for a period of 7 days. If you are in agreement with the
above-mentioned terms and conditions mentioned in Annexure I and II, please sign the
attached copy of the appointment letter and send it to us as a token of your acceptance
to reach us within the validity period of 7 days from the receipt of this letter.
You are requested to inform us regarding your date of joining at the earliest.

Yours sincerely,

Sachin Joglekar
Human Resources
 ANNEXURE I

Salary Components Monthly Salary before Monthly Salary on

Lap 1 of goal sheet (Rs.) successful completion of
Lap 1 of goal sheet (Rs.)
Basic 5833 5833
Personal Pay 1428 3511
HRA 3500 3500
Conveyance Allowance 800 800
Medical Reimbursement 1125 1125
Telephone Reimbursement 625 625
Employers Contribution to PF 700 700
Bonus @ 8.33% 292 292
Employers Contribution to Gratuity 280 280
Total Cost to the Company 14583 16666

1. Lap 1 of the Goal Sheet

1.1. Lap 1 of the goal sheet is defined as the first quarter of the goal sheet. Goal
sheet is a document containing targets to be achieved by the employee in a
given time period as specified in the Employee Service Rules of the Company.

1.2. Your compensation details as above are based on successful completion of

Lap 1 of your goal sheet as per Company’s records.

1.3. This will be paid out only if you are active on the Company’s rolls while paying
the subsequent month’s salary.

2. Compensation:

2.1. Basic:

2.1.1. The basic salary of Rs 5833 per month will be paid monthly through
payroll and is subject to tax as per the prevailing Income tax rules.

2.1.2. On successful completion of Lap 1 of goal sheet, the basic salary will be
revised to Rs 5833 per month and will be paid monthly through payroll
and is subject to tax as per the prevailing Income tax rules.

2.2. Personal Pay:

2.2.1. Personal pay of Rs 1428 per month will be paid monthly through payroll
and will be subject to tax as per the prevailing Income tax rules.

2.2.2. On successful completion of Lap 1 of goal sheet, the Personal Pay will be
revised to Rs 3511per month and will be paid monthly through payroll and
will be subject to tax as per the prevailing Income tax rules.

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2.3. House Rent Allowance:

2.3.1. The house rent allowance of Rs 3500 will be paid monthly through payroll.
Tax exemption may be claimed on submission of the rent receipt/lease
agreement as per the prevailing Income tax rules.

2.3.2. On successful completion of Lap 1 of goal sheet, the house rent allowance
will be revised to Rs 3500 and will be paid monthly through payroll. Tax
exemption may be claimed on submission of the rent receipt/lease
agreement as per the prevailing Income tax rules.

2.4. Conveyance Allowance :

2.4.1. The conveyance allowance of Rs 800 per month will be paid monthly
through payroll and is exempt from tax as per the prevailing Income tax
rules.

2.4.2. On successful completion of Lap 1 of goal sheet, the conveyance

allowance will be revised to Rs 800 per month and will be paid monthly
through payroll and is exempt from tax as per the prevailing Income tax
rules.

2.5. Medical Reimbursement:

2.5.1. The medical reimbursement will be paid on submission of relevant bills.

An amount up to Rs 1125 per month is exempt under Income-tax rules.
The bills should be submitted by the 19th of every month to get the credit
in the same month. Any unclaimed amount will be paid at the end of the
financial year and would be subject to tax as per the prevailing Income tax
rules.

2.6. Telephone Reimbursement:

2.6.1. The telephone reimbursement will be paid on submission of relevant bills.

An amount up to Rs 625 per month is exempt under Income-tax rules. The
bills should be submitted by the 19th of every month to get the credit in
the same month. Any unclaimed amount will be paid at the end of the
financial year and would be subject to tax as per the prevailing Income tax
rules.

2.7. Provident Fund: Your contribution towards provident fund would be 12% of
the basic salary. The same will be deducted every month through payroll. A
contribution of 12% of basic salary would be made by the Company as well.

2.8. Gratuity: Staff members completing 5 years of continuous service with the
Company would be eligible for Gratuity at the time of retirement/resignation.
The same is computed on 15 day’s basic salary for each completed year of
service. The last basic salary drawn will be considered at the time of payment
of Gratuity.

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 2.9. Bonus: You shall be eligible for Bonus at the rate of 8.33% or Performance
based Bonus, annually, on pro rata basis, which ever is higher.

2.9.1. Depending on your performance in Lap 1 of your goal sheet, you will be
eligible for a one-time performance based bonus of Rs 14000.

2.9.2. The performance based bonus is as per the Management Bonus Scheme
of the Company, as in force from time to time. Performance based Bonus
is paid on the achievement of agreed performance parameters, and is
subject to completion of minimum tenure in the organization. The
performance based bonus is at the satisfaction of the Company, as to your
performance and productivity, under the Management Bonus Scheme.
The performance based Bonus payment is at the discretion of the
Company and the Company reserves the right to discontinue / modify any
entitlement to any performance bonus scheme and to change the level
and terms of the scheme at its sole discretion from time to time.

3. Medical Insurance

3.1. You and your family (spouse and up to two children) are covered under
Medical Insurance (Hospitalisation expenses) up to Rs 2 Lakhs per annum.

4. Incentive Plan

4.1. You are eligible to a performance incentive based on existing plan. The same
will be computed and payable as per schemes announced and will be taxable
as per the prevailing Income tax rules.

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 ANNEXURE II

Terms & Conditions of Employment

1. You will be required to comply with the Rules of the Company and our Standards.

2. Proficiency Criteria

2.1. Post your joining you will be required to undergo mandatory training within 7
days of joining the Company.

2.2. At the end of this training you will be required to take skill certification
assessment(s) based on the training imparted to you.

2.3. You will be eligible to take only 2 attempts to pass the skill certification
assessment(s) within one month of completion of your training as per the policy
of the Company.

2.4. In the event you fail to pass the test in the permitted number of attempts; the
Company may terminate your services by giving 30 days notice or on payment
of an amount equivalent to 30 days basic salary in lieu of the notice period.

3. At the time of joining the Company you shall not be engaged as an Advisor of ICICI
Prudential Life Insurance Company Limited

4. In case you are associated with any other Life Insurance organization as advisor or
Financial consultant or in any such other designation in the nature of an Insurance
Agent then you will be required to submit ‘No objection certificate’ stating that you
have surrendered the license or resigned from the post of advisor or Financial
consultant or such other designation as the case may be at the time of your joining
ICICI Prudential Life Insurance Company Limited

5. You will not, without prior written permission from the Company or its authorized
officials, carry on any business or profession or enter, for any part of your time, in
any capacity, the services of, or be employed by or engaged with any other firm,
company or person. You will devote your whole time and attention to your office
work to promote the interest of the Company and will not divulge to any person or
utilize any intellectual property, trade secrets or other related information (which you
may possess by reason of your association with the Company) outside the Company.

6. You will be entitled to leave as per the Company’s HR policy. Any unauthorized
(without prior appropriate approval) leave of absence for a period exceeding seven
days may lead to termination of employment except in cases of medical exigencies.

7. The appointment is made relying upon the information furnished and representation
made by you from time to time. If any information or representation is found to be
incorrect or if any material information is detected by us to have been suppressed by
you or any action on your part is found to be in contravention to the terms and
conditions of employment or the Company’s Code of Conduct, the Company will
have the right to terminate your services at any time without notice.

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8. You will be required to comply with the Rules of the Company and the "Code of
Conduct".

9. In case you decide to resign from the services of the Company, you will be required
to give to the Company 30 days notice or reimburse salary in lieu of such notice
period. Where you wish to serve the notice period, fully or in part, the Company, in
its absolute discretion, may waive the notice period, fully or in part. In case the notice
period is waived by the Company, the waived notice period will not be considered
for the purpose of remuneration and entitlements payable to you, if any. You will not
be entitled to avail privilege leave while serving the notice period.

10. The Company also has a right to terminate your employment by giving 30 days
notice or on payment of an amount equivalent to 30 days base salary in lieu of the
notice period. The Company also has a right to terminate your employment on
grounds of non performance as per the Employee Service Rules, 2009.

11. You will not, during the course of service, or for a period of six months from the date
of Cessation of service, directly or indirectly, on your own accord or on behalf of or
in conjunction with any other person, convey or solicit or attempt to induce any
employee or business associate to leave their current employment with the company
and join the service of any competitor or your new employer.

12. You will be bound by the Rules of the Company. The Company shall have the right to
transfer you to any of its departments / offices or depute you to group companies,
anywhere in India. In case of deputation to a group company the terms and
conditions of your employment including gross salary and benefits, etc. as stated in
this letter will continue to be applicable.

13. The Company reserves the right to conduct background checks including with your
past employers. Your continuation in employment will be subject to satisfactory
reports being received by the Company.

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Welcome to ICICI Prudential Life Insurance Company!

On the day of your joining, we request you to carry the following for completing your
joining formalities.

1) Signed copy of the Appointment letter.

2) 2 Passport & 2 stamp sized photographs
3) PAN number & photocopy of PAN card. In case you have not been allotted a PAN
number, please submit an acknowledged photocopy of the application form or apply
for a PAN number on an immediate basis.
4) One Copy of each of the following
a) Relieving letter/ Resignation Acceptance Letter
b) Last salary slip of Previous Employer
c) Std. X Mark-sheet.
d) Std. XII Mark-sheet.
e) Graduation and Post graduation degree certificates.
f) Proof of Date of birth
g) Tax Computation/Form 16 from your Previous Employer

Should you need any further clarifications, please get in touch with Chanchal Singh
at the following address:
Chanchal Singh
Human Resources
ICICI Prudential Life Insurance Company
Videocon Tower E-1 Block
3rd Flr Jhandawala Extension
Delhi 110055
Email: chanchal.singh@iciciprulife.com