SECTION 1 : EMPLOYEE PERSONAL INFORMATION PROTECTION NOTICE

1.  Introduction

PNB MetLife India Insurance Company Ltd. (‘PNB MetLife’) values the trust of its employees and is committed to protecting the personal information of employees and retirees. This information helps PNB MetLife in its contingency planning and internal talent searches, in addition to supporting routine Human Resources and operational processes.

2.  About this Notice

PNB MetLife is an organization, with affiliates, associates, vendors and service providers who cross borders. PNB MetLife may use and transfer the personal information of its employees with any of its vendors, service providers, associates who are situated within or out of India. PNB MetLife is committed to protecting the privacy of our current and former employees. This Notice explains what personal information we collect, use, transfer, and why.

3.  What Information About You PNB MetLife Collect, Use, Transfer and Why

In the course of your employment with PNB MetLife, PNB MetLife may have collected or will collect information about you, your working relationship with PNB MetLife, your dependents, which may include information deemed Sensitive under local law (“Sensitive Personal Data or Information” or “SPDI”) . We refer to such information as “Personal Information.” For more specific information regarding what Personal Information PNB MetLife collects, uses, and transfers, as well as the purposes for which Personal Information is collected, used and transferred, please see the end of this Notice. PNB MetLife will not use Personal Information for any other purpose incompatible with the purposes described in this Notice, unless it is required or authorized by law, authorized by you, or is in your own vital interest (e.g., in the case of a medical emergency). Your decision to provide Personal Information to PNB MetLife is voluntary. However, if you do not provide certain information, PNB MetLife may not be able to accomplish some of the purposes outlined in this Notice.

4.  Transfer and Joint Use of Personal Information

Due to the nature of PNB MetLife’s operations, PNB MetLife may disclose Personal Information to its venders, associates and service providers to fulfil the purposes described at the end of this Notice. This may include transferring Personal Information to locations anywhere in the world (including countries other than where you are based). PNB MetLife will remain responsible for the Personal Information about you that is shared with any of its affiliates, associates, service providers and/or vendors. Access to Personal Information within PNB MetLife will be limited to those who have a need to know the information for the purposes described at the end of this Notice and may include your managers and their designees, personnel in HR, IT, Finance and internal audit, Legal, Compliance ,RCU & Risk. PNB MetLife personnel will generally have access to business contact information such as name, position, workplace telephone numbers, addresses and email addresses. From time to time, PNB MetLife may need to make Personal Information available to other parties such as legal and regulatory authorities; accountants, auditors, lawyers and other outside professional advisors and to companies and or vendors and service providers that provide products and services to PNB MetLife (such as payroll, pension scheme, benefits providers; human resources services, performance management, IT systems suppliers and support; third parties assisting with equity compensation programs, or other outsourcing providers). Some of these services will be provided from countries outside of your home jurisdiction, including the United States. PNB MetLife has taken steps to ensure that, these service providers protect the confidentiality and security of Personal Information, and

to ensure that Personal Information is processed only for the provision of the services to PNB MetLife, and its affiliates and in compliance with applicable law.

5.  Security

PNB MetLife will take the appropriate legal, organizational, physical and technical measures to protect Personal Information consistent with applicable privacy and data security laws. When PNB MetLife retains a third-party service provider to perform a function of the nature described at the end of this Notice, that entity will be required to use appropriate measures to protect the confidentiality and security of the Personal Information.

6.  Data Integrity

PNB MetLife takes reasonable steps to ensure that Personal Information we process is reliable for its intended use, accurate, and complete as necessary to carry out the purposes described in this Notice.

7.  Data Retention

PNB MetLife will retain Personal Information for the period necessary to fulfil the purposes outlined in this Notice, unless a longer retention period is required or permitted by law.

8.  Access and Correction Requests, Questions and Complaints

If you have any questions or concerns about how PNB MetLife processes Personal Information, or if you wish to request that we cease using, correct, suppress or delete Personal Information about you on the grounds that such Personal Information was used or acquired or maintained in violation of applicable law, please contact your local Human Resources Representative. Please note, however, that certain Personal Information may be exempt from such access, correction and deletion requests pursuant to applicable data protection or other laws and regulations.

9.  Employee’s Obligations

You have the duty to keep Personal Information up to date and to inform us of any significant changes to Personal Information about you. You agree to inform your dependents whose Personal Information you provide to PNB MetLife about the content of this Notice, and to obtain their explicit consent (provided they are legally competent to give consent) for the use (including transfer) of that Personal Information by PNB MetLife as set out in this Notice. You further agree to follow PNB MetLife’s policies, standards and procedures in handling any personal data to which you have access in the course of your relationship with PNB MetLife. In particular, you will not access or use any personal data for any purpose other than in connection with and to the extent necessary for your work with PNB MetLife. You understand that these obligations continue to exist after termination of your relationship with PNB MetLife. Violations of these obligations may result in disciplinary actions.

Types of Personal Information PNB MetLife may collect, use and transfer:

Personal Details: Name, maiden name and surname, e-mail and telephone details, home/communication address, date of birth, national identification number, permanent account Number, aadhaar details, gender, marital status, dependents, emergency contact information and photograph;

Documentation Required under Immigration Laws: Citizenship, passport data, details of residency or work permit; Payroll Data: Banking details, working time records (including vacation and other absence records, leave status, hours worked and department standard hours) and termination date;

Position: Description of current position, title, salary plan, pay grade or level, company name, unit/department, location, supervisor(s) and subordinate(s), employee identification number, employment status and type, terms of employment, employment contract, work history, (re-) hire and termination date(s), length of service, retirement eligibility, promotions and disciplinary records date of transfers, work address, work telephone number, work email address, employee ID, and reporting manager(s) name and respective employee ID;

Talent Management Information: Details contained in letters of application and resume/CV, previous employment background, education history, professional qualifications, language and other relevant skills, details on performance management ratings, development programs planned and attended, performance and development reviews and discussion ratings and comments, including dates for the foregoing and willingness to relocate;

Compensation: Base salary, bonus, benefits, pay enhancements for dependents, overtime and shift work, salary step within assigned grade, details on stock options, stock grants and other awards, currency, pay frequency, effective date of current compensation, salary reviews and performance appraisals;

Management Records: Details of any shares of common stock or directorships;

System and Application Access Data: information required to access company systems and applications (such as system ID); and

SPDI: PNB MetLife may also collect certain types of sensitive information as permitted by local law, for example, passwords, financial information (such as bank account, credit card, debit card or other payment instrument details), physical, physiological and mental health conditions, sexual orientation, medical records and history, biometric information, etc. and information necessary to perform appropriate background checks. Please be assured that, as explained in the following section, we will only use SPDI for the following purposes and as provided by law.

The Purposes for which the Company may collect, use and transfer Personal Information:

Managing Workforce: Managing work activities and personnel generally, including recruitment, appraisals, promotions and succession planning, administering salary and payment administration and reviews, wages and other awards such as stock options, stock grants and bonuses, health care, pensions and savings plans, training, leave, promotions, transfers, secondments, honoring other contractual benefits, loans, performing workforce analysis and planning, performing background checks, managing disciplinary matters and terminations, making business travel arrangements; planning and monitoring of training requirements; creating and maintaining one or more internal employee directories;

Communications and Emergencies: Facilitating communication with you, providing references, ensuring business continuity, protecting the health and safety of employees and others, safeguarding IT infrastructure,

Business Operations: Operating and managing the IT and communications systems, managing product and service development, improving products and services, managing company assets, allocating company assets and human resources, strategic planning, project management, business continuity, compilation of audit trails and other reporting tools, maintaining records relating to manufacturing and other business activities, budgeting, financial management and reporting, communications, managing mergers, acquisitions, sales, re-organizations or disposals and integration with purchaser; Compliance: Complying with legal and other requirements, such as income tax and national insurance deductions, record-keeping and reporting obligations, conducting audits, compliance with government inspections and other requests from government or other public authorities, responding to legal process such as subpoenas, pursuing legal rights and remedies, defending litigation and managing any internal complaints or claim and complying with internal policies and procedures; and

Monitoring: Monitoring compliance with internal policies, including the polices with regard to telephone, email, Internet and other company resources and the Code of Business Conduct and other monitoring activities as permitted by local law.

Acknowledgement and Consent

I have read, understood and expressly agree to the Employee Personal Information Protection Notice (the “Notice”). I understand and expressly agree that, PNB I may transfer and disclose Personal Information (including SPDI) about me as described in the Notice. I also acknowledge that under applicable law, some Personal Information can be collected, used, processed, transferred or disclosed without my consent and that PNB I reserves the right to undertake that activity when appropriate, and that the data might be transferred to other entities both within and outside of the country in which I am based. To the extent permitted under applicable laws, I authorize PNB I to, obtain, store and use my Aadhaar details. To the extent that I have provided (or will provide) Personal Information to PNB I about my family and/or other dependents, I certify by signing below that I have obtained their consent to the use (including transfer) of that Personal Information consistent with this Notice and, for any individuals not legally competent to give consent, I consent on their behalf (and confirm that I have the authority to do so).

SECTION 2 : CONFIDETIALITY AGREEMENT

Dear Associate,

As per the extant policies of the Company, every employee of the Company is prohibited from engaging in the following:

During the course of your employment with the Company, you may have access to and may become acquainted with the confidential and Proprietary Information of the Company (which is more fully described in the paragraph below).

You are hereby unequivocally, unconditionally, absolutely, and irrevocably agreeing and confirming that:

I              I. You will not be engaging into activities which could be treated as a breach of the terms of your employment, extant policies and processes of the Company as applicable from time to time;

I              II. You will strictly abide by the following:

1.  Recognition of Company's Rights: You will hold in strictest confidence and will not disclose, use, or publish any of the Company's Proprietary Information and confidential information (defined below), except and only to the extent such disclosure, use or publication, as may be necessary, is required in connection with your work for the Company, during the course of your employment or thereafter, or unless an officer of the Company, authorized in this regard, expressly authorizes such disclosure in writing. The term "Proprietary Information" shall mean trade secrets, confidential knowledge, data or any other information of the Company. By way of illustration but not limited to, "Proprietary Information" includes (a) invention s, trade secrets, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, knowledge documents, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as "Inventions"); and (b) information regarding plans for research, development, new products, regulatory matters, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers an d customers; and information regarding the skills and compensation of other employees of the Company.

2.  Third Party Information; You understand, in addition, that the Company has received, and in the future will receive, from third parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of your employment and thereafter, you will hold Third Party Information in the strictest confidence and will not di sclose to anyone (except as required by your work for the Company), unless an officer of the Company authorized in this regard expressly authorizes such disclosure in writing.

3.  Assignment; You hereby perpetually assign to the Company all your rights, title and interest in and to any and all Inventions and all patent rights, copyrights, mask work rights, trademarks, trade secret rights, all other rights throughout the world i n connection therewith, and the goodwill associated with all of the foregoing (collectively, "Proprietary Rights"),whether or not patentable or registerable under patent, copyright, trademark or similar statutes, made or conceived or reduced to any form or practice or learned by you, either alone or jointly with others, during the period of your employment with the Company. Inventions assigned to, or as directed by, the Company under this Paragraph 3 are hereinafter referred to as "Company Inventions." You agree, upon request, to execute, verify and deliver assignments of the Proprietary Rights to the Company or its designee and you hereby appoint the Company as your attorney-in-fact with respect to the Proprietary Rights for the purpose of effecting any or all of the Company's rights to and use of the Proprietary Rights.

4.  Works for Hire: You acknowledge, agree and accept that, to the fullest extent permitted by law, all inventions and works, invented or created during the course of your employment with the Company, shall be deemed “works made for hire” under the Copyright Act 1999, as amended from time to time. You hereby grant the Company a perpetual, nonexclusive, royalty - free, worldwide, assignable, transferable, sub-licensable license throughout the world under all rights and intellectual property rights (including patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) in any Invention and Works, for all purposes in connection with Company’s current and future business, except those that you have created, invented, designed, developed, improved or contributed to prior to your employment with the Company that are relevant to or implicated by such prior works disclosed by you separately to the Company.

5.  Return of Company Documents and Assets; When you leave the employment of the Company, you will deliver to the Company any and all assets, drawings, notes, memoranda, specifications, devices, formulas, molecules, cells, storage media, including software, documents and computer printouts, together with all copies thereof, and any other material containing or disclosing any Proprietary Information, confidential information, Inventions, Third Party Information. You further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.

6.  Indemnity: You hereby agree to hold harmless and keep indemnified PNB MetLife, its directors, officers, agents and representatives from and against all costs, damages, losses, expenses, and liabilities of whatsoever nature, arising from claims, court proceeding, quasi-judicial proceeding or any other cause, which may be incurred/sustained by or imposed on PNB MetLife in consequence of any violation from your end in adhering to any of the terms and conditions agreed hereinabove.

Additionally, you agree that you will not do the following:

1.  Transmit or share messages/emails containing Proprietary Information or confidential information pertaining to

Company’s operations, strategy, plans, employees, services, or systems to any unauthorized recipient;

2.  Collect, store, share and/or transmit or provide access to materials which may violate applicable laws or regulations or

the Company’s extant policies and processes as applicable from time to time;

3.  Conduct Company’s business using personal email IDs;

4.  Use Company’s systems/networks for accessing personal emails;

5.  Take photographs or shoot video clippings inside any of the identified sensitive areas of the Company through camera enabled mobile/cellular phones or any other device embedded with camera without obtaining permission from the competent authority.