Date: 02-Mar-2012

To,

Mudit MishraF-17, Kumar ParkBibhvewadiKhondwe RoadPune-411037

Dear Mudit Mishra.

Subject: Offer of Employment

With reference to your application and the subsequent interviews, we are pleased to offer you a promising career with us. Youwould be a part of Agency function, as Sales Development Manager based at our Pune - Law College Office. A detailedCompensation package is attached along with this letter.

An appointment letter along with the terms and conditions of employment will be issued to you on joining.

You are required to sign and return to us the duplicate copy of this offer letter clearly indicating your date of joining, within one weekfrom the date of issue. Please note that the offer stands valid subject to you communicating your acceptance within one week andyou joining within one month from the date of issue of this letter.

We hope to have a long term and mutually beneficial relationship. Wish you a very successful career with HDFC Standard LifeInsurance.

Warm Regards,

For & on behalf of HDFCSL Co Ltd.

Abhay DhayagudeAVP - Human Resources

Date: 02-Mar-2012Name: Mudit MishraDesignation: Sales Development ManagerLocation: Pune - Law CollegeBand: E

Fixed CTC

Per Annual (Rs) Per Month (Rs)

Salary Part

Basic 60,000 5,000House Rent Allowance 30,000 2,500Conveyance 9,600 800

Special Allowance 85,300 7,108Monthly Gross 184,900 15,408

Retirement and OtherBenefits

Hospitalization 5,000

Provident Fund 7,200Gratuity 2,900Total Fixed CTC 200,000

Illustration

Variable Compensation:

Your monthly payout will be the higher amount of Total Fixed CTC per month mentioned above OR Monthly Variable Pay for thatmonth. Details of the earning potential are given below.

1. Monthly Variable Pay - 12% of FYNRP*

2. Annual Bonus – Up to 5% of FYNRP (based on productivity)

3. Self Sourced Incentive - 75% of Implied FC commissions

4. Reimbursements – Up to Rs 1000 p.m.*

*subject to achieving certain distribution criteria.

Note: This is the current variable plan applicable in the Agency channel.

Other Eligibilities

On appointment you will be covered under the Group Term insurance as per company policy for a term cover of Rs. 750,000.

Illustration of earning potential:

Business for the month (FYNRP*) Amount (Rs)FC based business 100000Self sourced business 100000Total Business 200000

Total Fixed CTC per month (assumed) 20833Variable accrued @ 12% of Total Business 24000Higher of Fixed CTC pm or Monthly Variable 24000Implied Commission on Self Sourced Business (75% of an assumed 6% FCcommission) 4500Total Earnings for the month** 28500Illustrative Annual Bonus @ Total business of Rs 2 lacs pm or 24 lacs pa 72000

*First year net received premium** This is subject to statutory and income tax deductions.

Date: 02-Mar-2012

To,

Mudit MishraF-17, Kumar ParkBibhvewadiKhondwe RoadPune-411037

Dear Mudit Mishra.

Subject: Offer of Employment

With reference to your application and the subsequent interviews, we are pleased to offer you a promising career with us. Youwould be a part of Agency function, as Sales Development Manager based at our Pune - Law College Office. A detailedCompensation package is attached along with this letter.

An appointment letter along with the terms and conditions of employment will be issued to you on joining.

You are required to sign and return to us the duplicate copy of this offer letter clearly indicating your date of joining, within one weekfrom the date of issue. Please note that the offer stands valid subject to you communicating your acceptance within one week andyou joining within one month from the date of issue of this letter.

We hope to have a long term and mutually beneficial relationship. Wish you a very successful career with HDFC Standard LifeInsurance.

Warm Regards,

For & on behalf of HDFCSL Co Ltd.

Abhay DhayagudeAVP - Human Resources

Date: 02-Mar-2012Name: Mudit MishraDesignation: Sales Development ManagerLocation: Pune - Law CollegeBand: E

Fixed CTC

Per Annual (Rs) Per Month (Rs)

Salary Part

Basic 60,000 5,000House Rent Allowance 30,000 2,500Conveyance 9,600 800

Special Allowance 85,300 7,108Monthly Gross 184,900 15,408

Retirement and OtherBenefits

Hospitalization 5,000

Provident Fund 7,200Gratuity 2,900Total Fixed CTC 200,000

Illustration

Variable Compensation:

Your monthly payout will be the higher amount of Total Fixed CTC per month mentioned above OR Monthly Variable Pay for thatmonth. Details of the earning potential are given below.

5. Monthly Variable Pay - 12% of FYNRP*

6. Annual Bonus – Up to 5% of FYNRP (based on productivity)

7. Self Sourced Incentive - 75% of Implied FC commissions

8. Reimbursements – Up to Rs 1000 p.m.*

*subject to achieving certain distribution criteria.

Note: This is the current variable plan applicable in the Agency channel.

Other Eligibilities

On appointment you will be covered under the Group Term insurance as per company policy for a term cover of Rs. 750,000.

Illustration of earning potential:

Business for the month (FYNRP*) Amount (Rs)FC based business 100000Self sourced business 100000Total Business 200000

Total Fixed CTC per month (assumed) 20833Variable accrued @ 12% of Total Business 24000Higher of Fixed CTC pm or Monthly Variable 24000Implied Commission on Self Sourced Business (75% of an assumed 6% FCcommission) 4500Total Earnings for the month** 28500Illustrative Annual Bonus @ Total business of Rs 2 lacs pm or 24 lacs pa 72000

*First year net received premium** This is subject to statutory and income tax deductions.

I confirm that the above terms and conditions are correct reproduction of what I have discussed and agreed upon with themanagement.

Signature : ________________

Date : _________________