Date

Name & Address

(of the Independent Director)

Subject: Appointment as an Independent Director of Bajaj Allianz General

Insurance Company Limited (‘the Company’)

Dear Sir,

As approved by the Board of Directors at its meeting held on _______ (Date of Board
and by the shareholders by way of Ordinary / Special resolution at their
Meeting)
meeting held on ________ (Date of General Meeting), we are pleased to confirm your
appointment as Independent Director of the Company for a term of five
consecutive years with effect from _______ (Date of Appointment), which is pursuant to
the provisions of Companies Act, 2013 (‘the Act’) and the Rules made
thereunder, as amended.

As required under section 149(7) of the Act, we have received from you a declaration
that you meet the criteria of independence as provided under section 149(6) of the
Act.

Further, as stipulated under the Act, the appointment of Independent Directors shall
be governed by the “Schedule IV of the Companies Act, 2013 Code for
Independent Directors”, enclosed to this letter as Annexure A, which primarily covers:

I. Guidelines of professional conduct

II. Role and functions
III. Duties
IV. Manner of appointment
V. Re-appointment
VI. Resignation or removal
VII. Separate meetings
VIII. Evaluation mechanism

The terms of the appointment, which in any event shall be subject to the provisions of
the Act, Rules made thereunder and the Articles of Association of the Company, are
set out below, as stipulated in Schedule IV to the said Act.

Appointment

1) The appointment is for a term of five consecutive years, i.e. from _____up to
_______ (the “Termination Date”).

2) During your tenure as an Independent Director, you may be asked to serve on

one or more of the Board Committees. Copies of the terms of reference for each
of those Committees would be provided to you at the appropriate time, if not
already provided for.

3) You will strictly abide by the Code for Independent Directors referred to above

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4) The Company expects a commitment of sufficient time and attention as
necessary in order to perform your duties under the appointment. This will
include attendance at regular and emergency Board meetings, any annual
meeting of Independent Directors and the Annual General Meeting. You may also
be required to attend regular meetings of any Board Committee of which you are
a member. In addition, you will be expected to devote appropriate preparation time
ahead of each meeting.

5) By accepting the appointment, you confirm that you are able to allocate sufficient
time to perform your role.

Role & Duties

6) As an Independent Director you have the same general legal responsibilities to

the Company as any other Director, except that you shall be held liable only in
respect of such acts of omission or commission by the Company which had
occurred with your knowledge, attributable through Board processes and with
your consent or connivance or where you had not acted diligently.

7) You will adhere to the following duties of Directors, which are more
specifically stipulated in Section 166 of the Act:

(i) Subject to the provisions of this Act, a director of a company shall act
in accordance with the articles of the company.
(ii) A director of a company shall act in good faith in order to promote the
objects of the company for the benefit of its members as a whole and
in the best interests of the company, its employees, the shareholders, the
community and for the protection of environment.
(iii) A director of a company shall exercise his duties with due and
reasonable care, skill and diligence and shall exercise independent
judgment.
(iv) A director of a company shall not involve in a situation in which he may have
a direct or indirect interest that conflicts, or possibly may conflict, with
the interest of the company.
(v) A director of a company shall not achieve or attempt to achieve any
undue gain or advantage either to himself or to his relatives, partners, or
associates and if such director is found guilty of making any undue gain, he
shall be liable to pay an amount equal to that gain to the company.
(vi) A director of a company shall not assign his office and any assignment
so made shall be void.

Fees / Commission

8) Unless decided otherwise, you will be paid a sitting fee for your services as
an Independent Director of Rs. 1,00,000 per meeting of the Board and Committee
thereof attended, except meeting of Corporate Social Responsibility Committee,
along with reimbursement of expenses towards travelling and hotel
accommodation for attending these meetings. In addition, commission shall be
payable by the Company at the rate of Rs. 1,00,000 per meeting of Board and
Committees thereof attended, except meeting of Corporate Social Responsibility

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 Committee, subject to maximum as specified by Insurance Regulatory and
Development Authority of India and permissible under the Companies Act, 2013
from time to time.

9) You will have no entitlement to any bonus during the appointment and no
entitlement to participate in any share scheme and no stock options will be issued
to you by the Company.

Reimbursement of Expenses

10) In addition to the fees / commission described in 8 above, the Company will
reimburse you for all reasonable and properly documented expenses you incur in
performing your role. You may submit any details of expenses incurred to the
Company Secretary.

11) During the appointment, circumstances may arise in the furtherance of your duties
as a Director when it will be appropriate for you to seek advice from
independent advisors at the Company’s expense. The Company will reimburse
the full cost of expenditure incurred as deemed necessary.

Other directorships and business interests

12) The Company acknowledges that you may have business interests other than
those of the Company and that you may have declared any conflicts that are
apparent at present. In the event that you become aware of any potential conflicts
of interest, not declared so far, those may be disclosed to the Chairman and
Company Secretary as soon as they become apparent.

13) During the appointment, you may please inform us prior to accepting any other
(or further) directorships of any company or any major external appointments or
changes in such directorships or appointments, to avoid any conflict of interest
with your current position in the Company.

Code of Conduct & other compliances

14) During the appointment, you will comply with any relevant regulations as may
be issued by the Government of India and such other authorized bodies as set up
by the Government on its behalf, including the Code for Independent Directors,
Insider Trading Code and such other requirements as the Board of Directors may
from time to time specify.

15) At the first meeting of the Board in every financial year or whenever there is
any change in the circumstances which may affect your status as an Independent
Director, you shall give a declaration to that effect confirming that you meet the
criteria of independence as provided in Section 149(6) of the Act, in the format
as per Annexure B to this Letter.

16) During the appointment, you will ensure compliance under Rule 6(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 for inclusion of
your name in the data bank of Independent Directors.

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Confidentiality

17) You must apply the highest standards of confidentiality and not disclose to any
person or company (whether during the course of the appointment or at any
time after its termination) any confidential information concerning the Company
and any Group Companies with which you come into contact by virtue of your
position as an Independent Director of the Company.

18) Your attention is drawn to the requirements as to the disclosure of price

sensitive information. Consequently you should avoid making any statements that
might risk a breach of these requirements without prior clearance from the
Chairman or the Company Secretary.

19) On termination of the appointment, you will deliver to the Company all books,
document, papers and other property of or relating to the business of the
Company which are in your possession, custody or power by virtue of your
position as an Independent Director of the Company.

Performance Review Process

20) The performance of individual Directors and the whole Board and its Committees
shall be evaluated by the Nomination and Remuneration Committee/ Board/
independent external agency. If, in the interim, there are any matters arising in
connection with your role as an Independent Director which cause you concern,
you may discuss with us as soon as appropriate.

Insurance

21) The Company has Directors’ and Officers’ Liability Insurance policy and it is
intended to maintain such cover for the full term of the Appointment.

Publication of the Letter of Appointment

22) In line with the provisions of the Act, the Company may make public a generic
copy of this letter on its website at www.bajajallianz.com/general-insurance and
the same shall be open for inspection at the Registered Office of the Company
by any member during normal business hours.

This letter is governed by, and shall be construed in accordance with, the laws of India,
and the parties agree to submit to the exclusive jurisdiction of the courts of Pune, India.
This letter constitutes neither a contract for services nor a service contract.

Please confirm your agreement to the above by signing and returning to me the enclosed
duplicate of this letter.

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Yours sincerely,
For Bajaj Allianz General Insurance Company Limited

Sd/-
Director

To
Bajaj Allianz General Insurance Company Limited

I have read and I agree to the above terms regarding my appointment as an

Independent Director of Bajaj Allianz General Insurance Company Limited.

Sd/-
Name of Independent Director

Place:
Date:

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