STRICTLY PRIVATE AND CONFIDENTIAL

Kamakshi Tikoo
H. NO 2003,
Sector 8
Faridabad
121001

09 August 2010

Dear Kamakshi

I am writing to make you an Offer of Employment with Barclays Shared Services Private Limited ("BSS").

This offer is made subject to and conditional upon the following criteria:

• A pre−employment screening check, including the receipt of references satisfactory to BSS; CID Clearance if applicable.
• Required regulatory approvals.
• Verification to the satisfaction of BSS of the information that has been provided to BSS in the course of the application
process.
• You being and, where requested, providing documentary proof to BSS that you are (and continue to be throughout your
employment) in possession of the necessary permission to live and work in India, and BSS being able to obtain all
necessary work and residence permits for you. This includes satisfying the requirements of the government medical
check.

Every effort will be made to complete the BSS recruitment procedures before the Start Date (as defined in clause 3 below). The
checks listed above may be repeated at any time during your employment.

If the checks listed above are not completed to our satisfaction prior to the commencement of your employment, BSS may withdraw
its offer of employment immediately and you will not be entitled to any pay in lieu of notice or any other compensation.

If the checks are carried out while you are employed but do not return satisfactory results, BSS may terminate your employment
without notice or pay in lieu of notice if you have been employed for less than one month or by giving one week's notice if you have
been employed for 1 month or more (subject to any greater notice period required by law).

You should be aware that if it is found at any time that you have made any false statements to BSS or have suppressed any
information including in relation to your past services or other records, your employment may be terminated without notice or
payment in lieu of notice (subject to any greater notice period required by law).

Provided the criteria listed above are satisfied, your employment will be based on the following terms:

1. Warranty

You represent and warrant that you are not prevented directly or indirectly by any agreement, arrangement, contract,
understanding, Court Order or otherwise from fully performing any of the duties of your employment in accordance with the terms of
this agreement.

2. Job Description

You will be employed as Process Advisor in BSS. The position is graded B2. Specific duties included as part of this role are
outlined in the role profile which will be provided to you by your reporting manager.

You will report to the Team Manager or any other person nominated by BSS.

BSS has the right to transfer or second you or require you to undertake alternative duties and/or transfer you to an alternative role
with commensurate duties and remuneration on a temporary or permanent basis within BSS or the Barclays Group.

Your Employment will continue unless or until terminated in accordance with clause 20. However, your employment will terminate
automatically upon your 58th birthday, subject to BSS retirement policy in force from time to time and unless otherwise
communicated to you in writing by BSS.
3. Start Date

Subject to you satisfying the criterion set out herein, your period of continuous employment will commence on 16 August 2010. No
period of employment with a previous employer will count as part of your continuous period of employment with BSS.

4. Probationary Period

Your employment will be subject to a probationary period of no less than six months from your Start Date or such additional period
as BSS considers necessary in its absolute discretion. During the probationary period your employment may be terminated by
BSS, at any time, by giving One Month notice in writing or paying you Basic salary in lieu of such notice. No reciprocal right is
available to you on account of the nature of the duties assigned to you.

5. Duties

You will carry out such duties as are reasonably required of you by BSS. During working hours you will devote the whole of your
time, attention and abilities to BSS' business and will adhere to all policies and procedures applicable to your employment that are
in effect from time to time.

6. Suspension from Duties

BSS has the right to suspend you at any time from the performance of all or any of your duties and/or exclude you from any
premises of BSS or any member of the Barclays Group for such periods and on such terms as it considers expedient to allow it to
undertake any investigation. During any period of suspension, this Agreement will continue and you will continue to be bound by
your obligations under this Agreement. In addition, BSS shall have the right to require you

(a) not to speak to or otherwise communicate with any director, consultant, agent or employee of any member of BSS or the
Barclays Group of any person, firm or company who at the date of such suspension or exclusion is a client or customer of any
member of the Barclays Group unless they are members of your immediate family;

(b) at any time to carry out such special projects or duties commensurate with your abilities as BSS shall in its absolute discretion
determine; and

(c) at any time meet with representatives from BSS in order to facilitate a handover of work and provide assistance with ongoing
business activity.

7. Hours of Work

BSS is operational 24 hours a day, 365 days a year. You will be required to be flexible as regards your actual working times across
our operational working week in order to help us achieve our business objectives. This will involve day and night shifts, weekends
and public holidays as permitted under law.

Normal work patterns are established for all employees and these will be discussed, agreed, and recorded at the commencement
of your employment. However, BSS is a customer−focused organisation and work patterns are reviewed on an ongoing basis.

BSS reserves the right to change your working hours to reflect operational requirements and as may be required under law. As
much notice as possible will be given of any changes to your normal working pattern.

8. Place of Work

Your normal place of employment will be at BSS office at Logix Cyber Park,C / 28 — 29, Tower—B, Sector− 62, Noida− 201307
Uttar Pradesh. but you may be required to work at such alternative locations within India and outside India as part of your
employment as required by the needs of the business.

9. Remuneration and Benefits

Your remuneration is set out in the enclosed annexure. All tax liabilities arising out of your entire remuneration package, present or
future, shall be borne by you.

10. Performance Bonus

Subject to the rules of any bonus scheme as may be in force from time to time, you will be eligible to be considered for a
discretionary performance bonus in respect of each performance year of your Employment. In the event that you are awarded a
discretionary performance bonus, payment would normally be made on or around 1 March of each year or as soon as practicable
thereafter.
The payment of any bonus is contingent upon your achievement of the agreed performance standards for your job and/or level. All
bonus awards and the mode of delivery of those awards are at BSS absolute discretion and BSS reserves the right to make a nil
bonus award.

You will only be eligible to receive a discretionary performance bonus if you are in BSS employment at the date of payment and
you have not given or received notice to terminate your employment nor under suspension for a disciplinary matter which may
result in your dismissal for gross misconduct. You have no contractual entitlement to receive a bonus, and payment of a bonus in
any year does not give rise to any obligation on BSS to make a payment of bonus in any future year.

11. Deductions

You hereby consent to the deduction of any sums owed by you to BSS or any Barclays Group Company at any time from your
salary or any other payment due to you from BSS and/or agree to make a payment to BSS of any such sums owed by you to BSS
upon demand by BSS at any time.

12. Annual Leave

You will be entitled to 40 days' paid leave per annum. BSS leave year runs from January to December. During the probationary
period you may only take such annual leave as has accrued in your favour up until the time of taking such leave. BSS reserves the
right to require you to take any accrued but unused annual leave during any notice period. Alternatively, BSS may at its sole
discretion pay basic salary in lieu of any annual leave entitlement which is accrued but unused at the end of your Employment. If
you have taken more annual leave that your accrued entitlement on leaving BSS, you will be required to repay BSS an amount
equivalent to any annual leave taken in excess of your pro rata entitlement and BSS is entitled to deduct the appropriate amount
from your final salary instalment or any other sum owed by BSS to you on the termination of your Employment.

13. Sick Leave

You will be entitled to sick leave in accordance with the policy on Leave and Holidays, which can be found in the BSS Intranet.

BSS will only approve sick leave of more than two consecutive workdays if certified by a qualified medical doctor, practising in
India.

If you are unable to attend work through ill health or injury you should provide BSS with satisfactory evidence of your incapacity in
accordance with the provisions set out in the BSS Intranet. You may be asked to submit to an examination by a medical practitioner
of BSS choice, and you hereby agree to co−operate with such an examination and to authorise the full disclosure of any resulting
report to BSS.

The payment of Basic Salary and Allowances during periods of sickness will be subject to you following the requirements regarding
notification and certification of absence in the BSS Intranet amended from time to time, and BSS being satisfied that you are unable
to work due to illness or injury.

14. Intellectual Property

14.1 You will promptly disclose to BSS and keep confidential all inventions, processes, copyright works, designs, technical
know−how or any other materials whatsoever conceived, developed or made by you at any time in the course of your Employment
(whether or not conceived, developed or made during normal working hours and whether or not alone or in conjunction with others)
(the "Works"). You acknowledge that all Works and all Intellectual Property rights therein shall belong to and vest in BSS absolutely
and save as may be expressly provided by law, no further remuneration or compensation other than that provided for under this
Agreement is or may become due to you as a result of your compliance with this clause .

14.2 You will hold all such Works and Intellectual Property rights in trust for BSS to the extent that the Works and all Intellectual
Property rights therein may not be assigned unless and until the Works and all Intellectual Property rights therein are vested
absolutely in BSS.

14.3 You assign all current and future copyright, database rights and design rights in the Works and any other proprietary rights
capable of assignment by way of present assignment of future rights for the full term of such rights.

14.4 You unconditionally and irrevocably waive your rights to be identified as the author of the Works and not to have the Works
subject to derogatory treatment.

14.5 You will do everything necessary or desirable at BSS expense to vest the Works and Intellectual Property rights fully in
Barclays and/or to secure patent or other appropriate forms of protection for the Intellectual Property rights in the Works. Decisions
as to the protection or exploitation of any of the Works and the Intellectual Property rights therein shall be in the absolute discretion
of BSS.

15. Confidential Information

15.1 You shall not during your Employment (except as necessary for the proper performance of your duties) or at any time after its
termination for any reason whatsoever disclose to any person whatsoever or otherwise make use of any confidential information or
information which you have or may have acquired in the course of your Employment concerning the business or affairs of BSS or
any member of the Barclays Group or any of their suppliers or customers. In this regard you are required to provide BSS with a
declaration and undertaking regarding non−disclosure in the form annexed at Annexure II of this Agreement and you agree to be
bound and comply with the terms of the same.

15.2 Confidential information includes but is not limited to:

15.2.1 corporate and marketing strategy, business development plans, sales reports and research results;

15.2.2 business methods and processes, technical information and know−how relating to BSS and/or the Barclays Group's
business and which is not available to the public generally, including inventions, designs, programmes, techniques, database
systems, formulae and ideas;

15.2.3 business contacts, lists or details of customers and suppliers and details of contacts with them, their business or affairs;

15.2.4 information on employees and the terms and conditions of their employment, details of employee benefits, incentive
schemes/plans, salary scales, trade union/employee disputes current or anticipated;

15.2.5 information or details of any actual, potential or threatened litigation, legal action, claim, dispute or arbitration against or
with BSS and/or any member of the Barclays Group or any director, officer or employee of BSS and/or the Barclays Group in such
capacity and any information in respect of provisions for any such action;

15.2.6 budgets, management accounts, trading statements and other financial reports;

15.2.7 unpublished price sensitive information relating to shares or securities listed or dealt in on any recognised stock exchange;
and

15.2.8 any other information which BSS and/or any member of the Barclays Group or any its employees or consultants has
identified (orally, in writing or by its (or their) actions) as being secret or confidential in nature.

15.3 You shall at all times comply with any relevant BSS policies on the security of information and shall use your best endeavours
to prevent any unauthorised publication or disclosure of any confidential or secret information.

15.4 The restrictions in this clause 15 shall not apply in respect of information in the public domain (save as a result of default by
you) or if such information is required to be produced by a court of law, or by a governmental or regulatory body.

Any divulgence of confidential information of BSS and/or the Barclays Group shall be regarded as grounds for summary dismissal
or alternative action, should your employment have already terminated.

16. Post Termination Covenants

16.1 You covenant with BSS (for itself and as trustee and agent for each member of the Barclays Group) that you shall not,
whether directly or indirectly, on your own behalf or on behalf of or in conjunction with any other person, firm, company or other
entity:

(a) for a period of 3 months from the date your Employment terminates carry on, set up, be employed, engaged or interested
(whether as a director, shareholder, principal, consultant, agent, partner or employee) in the UK, European Union and the rest of
the world in any business which is competitive or likely to be competitive with BSS and/or the Barclays Group in the provision of
banking or financial services and which is carried on by BSS and/or the Barclays Group as at the date your Employment terminates
and in which you were actively involved in the 12 months prior to the termination of your Employment;

(b) for a period of 3 months from the date your Employment terminates deal with any person, firm or company or other entity who is
or has been a customer of BSS or the Barclays Group in the 12 months prior to the date your Employment terminates with whom
you had material dealings in respect of banking facilities or other products or services provided by BSS or the Barclays Group in
such period;

(c) for a period of 6 months from the date your Employment terminates solicit or entice away or attempt to solicit or entice away or
engage any director, officer or employee of executive status in BSS or the Barclays Group with whom you had material dealings in
the period of 12 months prior to the termination of your Employment or appointment with BSS. For the purpose of this clause
"employee of executive status" shall include without limitation any employee of BSS or the Barclays Group with a corporate grading
of B7/SX and any employees with a lower corporate grading where in the relevant 12 month period they have had line manager
responsibilities or have been engaged in work or projects which in BSS reasonable opinion are key to its business.

16.2 The periods of restriction stated in this clause 16 shall be reduced by the length of time, if any, that you are suspended from
your duties pursuant to clause 20 or for any period during your notice period where you are required to work on matters which (in
reasonable opinion of your line manager) are not confidential to BSS and/or the Barclays Group.

16.3 Each of the restrictions contained in this clause are considered by the parties to be reasonable in all the circumstances as at
the date of this Agreement. However, the parties agree that if any one or more of such restrictions shall be judged to be void as
going beyond what is reasonable in all the circumstances for the protection of the interests of the Barclays Group but if words were
deleted or the period was reduced or the range of activities or area covered was reduced in scope the restrictions shall be deemed
to apply with such modifications as may be necessary to make them valid and effective. Any such modification shall not affect the
validity of any other restriction contained in this Agreement.

16.4 You are obliged to show the obligations and restrictions set out in clauses 14, 15 and 16 to any prospective employer or client
(if working on a consultancy basis) prior to you joining such employer or starting work with such client.

17. Rules and Policies

You will be bound by all the rules and policies of BSS in force from time to time, which are set out in the BSS Intranet.

18. Disciplinary and Grievance

The disciplinary and grievance procedures that apply to you are set out in the BSS Intranet.

Neither the disciplinary nor the grievance procedure are incorporated by this reference into your contract of employment and
therefore do not form part of your terms and conditions of employment.

In the event of any complaint of misconduct against you, BSS may suspend you from your duties on full pay in order for a full
investigation to be carried out.

19. Termination

Subject to you successfully complete the probationary period, your employment may be terminated by either party giving not less
than One Month notice in writing to the other at any time.

Without prejudice to the above, BSS may in its sole discretion terminate your Employment at any time with immediate effect by
giving you written notice and paying you One Month Basic salary in lieu of notice (Payment in Lieu). No reciprocal right is available
to you on account of the nature of the duties assigned to you.

BSS may at its sole discretion relieve you of all or any of your duties anytime during your notice period. In exercising this right, BSS
will be under no obligation to provide work for or assign any duties to you and may require you not to:

(a) attend any of its premises or those of any Barclays Group company; and/or
(b) speak to, contact or otherwise communicate with or engage with any director, consultant, agent, contractor or employee of BSS
or any member of the Barclays Group.

BSS may at your request, but at its sole discretion, relieve you of your duties before the completion of your notice period. If BSS
grants such a request it will be without further payment of salary in lieu of the unexpired part of your notice period.

Your employment may be terminated by BSS without notice or pay in lieu of notice if you commit an act of gross misconduct or
other fundamental breach of contract by you. Any delay by BSS in exercising its rights under this provision shall not constitute a
waiver of those rights.

20. Return of BSS Property

Upon termination of your Employment with BSS for whatever reason or if requested by BSS at any time, you shall immediately
return in good condition all property of BSS or any member of the Barclays Group or any of its clients or customers in your
possession or under your control, including vehicles, keys, access cards, credit and purchase cards, any IT or mobile phone
equipment, correspondence, documents, specifications, reports, data, papers and records (in whatever medium or form including
any computer material such as discs or tapes) all confidential information or documents together with any copies of the same which
you have in your possession or under your control.
21. Exclusivity

During the term of your employment, you shall not without the prior written permission of BSS be entitled to directly or indirectly,
temporarily or permanently be engaged by or do any business with individual(s) or companies other than BSS, and you shall
dedicate all your time and attention to your duties with BSS.

You shall at all times faithfully serve BSS and use your best endeavours to promote BSS' interests. You shall devote the whole of
your time, attention and abilities to the affairs and business of BSS in accordance with such instructions as you may receive from
BSS from time to time.

22. Arbitration

If at any time during the term of this Agreement any dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute, difference, and disagreement shall be referred to a
single arbiter appointed by BSS and such dispute, difference, or disagreement shall be settled by arbitration in accordance with the
Arbitration Act and judgment upon the award rendered by the arbiter or arbiters may be entered in any court having jurisdiction
thereof. Any arbitration hereunder shall be conducted in Noida.

23. Other Terms & Conditions

Your employment shall be governed by and construed in accordance with the laws of India and you hereby submit to the
jurisdiction of the courts in Delhi and NCR.

BSS reserves the right to make changes to the terms on which you are employed. All changes to your terms and conditions will be
documented and may require you to sign an amended contract.

This agreement, together with any documents and annexures referred to in it as forming part of your contract of employment
contains the entire agreement between you and BSS in relation to your employment and overrides all previous agreements,
representations and arrangements in connection with your employment by BSS. You acknowledge that you have not entered into
this agreement in reliance upon any representation, warranty or undertaking which is not set out in this Agreement or expressly
referred to in it as forming part of your contract of employment.

If the above offer is acceptable to you, please sign the attached Acknowledgement Form below indicating your agreement to the
terms and conditions set out in this letter and return the Acknowledgement Form to me.

Please retain your copy in a safe place for future reference. If you do not return the duplicate copy of this letter or if you do not
report for work on the date specified above, the offer of employment set out in this letter shall be withdrawn without further notice to
you.

24. Definitions

In this Agreement:

"Barclays Group" means Barclays Bank PLC (Barclays) and any company which is from time to time a holding company,
subsidiary of Barclays and member of the Barclays Group shall be construed accordingly.

"Employment" means your employment under the terms of this Agreement

"Executive Committee" means the committee tasked with the respective responsibility in accordance with the compliance
guidance in force from time to time

"FSA" means the Financial Services Authority

25. Pre − Joining Documents:

At the time that you first report for work, please ensure that you bring the following:

1. Photocopy of proof of Date of birth & Educational qualifications together with the originals.
2. Photocopy of Address Proof. (Any one of the following − Passport/Ration, Card/Electricity, Bill/Phone, Bill/Agreement
Copy)
3. Relieving Letter / Experience Certificate from the last employer.
4. Last Salary Slip / Salary Certificate OR Appointment Letter with Salary annexure OR Bank Statement.
5. Five stamp sized photographs.
6. Photo ID (Any one of the following − Driving Licence / Pan Card / Voters ID / Passport / Attested Copy of College ID)

Welcome to BSS. We hope you will have a rewarding career with us.

Yours faithfully
For Barclays Shared Services Pvt. Ltd

Authorized Signatory

Enclosures:
1. Salary Annexure
2. Annexure I
3. Declaration (Annexure II)

I accept your offer and shall report for duty on ________________________

Signature: ___________________

Date: ___________________
 Salary Annexure

Name: Kamakshi Tikoo

Designation: Process Advisor
Grade: B2
Date Of Joining: 16 August 2010
Date of Birth: 06 September 1985

Components In INR (Per Annum)

Basic 48000.00
HRA 24000.00
Special Allowance 65740.00
Medical Reimbursement 15000.00
#Voice Allowance 92000.00
Statutory Bonus 3500.00
Gross Pay 248240.00
Provident Fund 5760.00
ESIC 0.00
Total Fixed Pay 254000.00
*Performance Incentive 38000.00
Annual CTC 292000.00
Rupees Two Lakh Ninety Two
CTC (In Words)
Thousand Only

*You will be covered under the Performance Linked Incentive Plan, payable to you as per Company Policy.

# Voice Allowance is a process specific allowance, and shall be withdrawn on your movement to a non−voice process
Benefits & Deductions:

1. Gratuity as per the Payment of Gratuity Act 1972.

2. Group Mediclaim and Personal Accident Coverage for yourself and your dependants as per existing BSS policy.
3. Provident Fund deduction (Employee and employer contribution) will be deposited with the RPFC Fund in accordance with
the Provident Fund and Miscellaneous Provisions Act 1952.
4. Tax implications arising out of this structure will be borne by you, as per the prevalent Income Tax Rules.
5. Statutory Bonus will be paid in accordance with the Payment of Bonus Act
 ANNEXURE I

DECLARATION AND UNDERTAKING REGARDING NON−DISCLOSURE

I, Kamakshi Tikoo residing at H. NO 2003,, Sector 8, Faridabad, 121001 and presently working as Process Advisor do hereby
declare and state as follows.

1. I do hereby declare that I will faithfully, truly and to the best of my skills and ability, execute and perform the duties
required of me as an employee of Barclays Shared Services Pvt.Ltd a Company registered under the Companies Act.
1956 and having its office at Logix Park D−5, Sector − 59, Noida − 201307, UP.
2. I declare that in the performance of my employment and duties required of me, I will have to access documents, files,
records, customer details, project plans, strategies, developments, execution process, quality metrics etc relating to
business of BSS that is proprietary to BSS or its clients (hereinafter called "Confidential Information").
3. I will hold such confidential Information strictly confidential by not, directly or indirectly, making known, or permitting such
confidential Information to be disclosed or made known to any person or entity, either inside BSS or otherwise. I shall
faithfully and diligently hold such confidential Information from being disclosed to unauthorized persons. Such persons
include, but are not necessarily limited to, persons who are not BSS employees, persons who are BSS employees but
who do not have a need to know the Confidential Information in order to perform their duties, persons not under a written
confidentiality agreement with BSS in regard to the Confidential Information, persons not directly aware of the proprietary
and trade secret nature of the Confidential Information.
4. I will immediately report to BSS, any violation or breach of the commitments made in this declaration, whether the breach
or violation is intentional or inadvertent.
5. All documents, files, records, Project plans, Strategies, Customer details and items of information or equipment relating to
BSS's business are and shall remain the property of BSS, including notes, documents, and files created in the
performance of my duties of employment. I shall not under any circumstances remove such property from BSS's premises
without prior written consent.
6. I declare that notwithstanding the separation of my employment with BSS for any reason whatsoever I will not
communicate or allow to be communicated to any person not legally entitled thereto any information relating to the
Confidential Information and affairs of BSS.
7. In the event of my leaving services of BSS for any reasons, during the 12 month period from the separation date, I shall
not directly or indirectly either on my own account or otherwise, canvass or solicit business with any customer or agent
with whom I had material dealings in the course of my employment with BSS.
8. I understand that my failure to comply with the declaration and undertaking will result in disciplinary action, which may
include termination of employment with BSS.
9. I declare that I will not misuse any information processing facilities of BSS.

Executed this ________ day of __________ 2010

Signature: ______________________________

Name: ______________________________
 ANNEXURE II

DECLARATION

Article I.7

I hereby certify that all statements made on the BSS employment application form are true and complete. I understand that
omission or misrepresentation of any fact may result in refusal of employment or immediate dismissal.

I recognize that in connection with employment with BSS, I may be the subject of a background enquiry by BSS or its
representative, and I hereby authorize the same.

Executed this ________ day of __________ 2010

Signature: _____________________________

Name: _____________________________