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CHARTER FOR THE BOARD GOVERNANCE AND COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS OF WIPRO LIMITED
    
    
    recommend to the Board of Directors appropriate compensation packages for
Whole-time Directors and Senior Management Personnel in such a manner so as to attract
and retain the best available personnel for positions of substantial responsibility
with the Company
    
    provide incentives for such persons to perform to the best of their abilities
for the Company, and to promote the success of the Companys business.
    
    develop and recommend the Board a set of corporate governance guidelines
applicable to the Company
    
    implement policies and processes relating to corporate governance principles
    
    ensure that appropriate procedures are in place to assess Board membership needs
    
    recommend potential director candidates to the Board of DirectorsB.
    
    MEMBERSHIP:
  C.
    
    POWERS:
  
    
    sole authority to retain and terminate any search firm to be used to identify director candidates
    
    sole authority to approve the search firms fees and other retention termD.
    
    RESPONSIBILITIES AND DUTIES:
  D1.
    
    Board GovernanceResponsibilities relating to the Board/Company(a)
    
    Taking a leadership role in shaping the corporate governance of the Company(b)
    
    Assisting the Board in;




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
    
    Evaluating the current composition and governance of the Board of Directors and its
Committees
    
    Determining the future requirements for the Board as well as its Committees and
making recommendations to the Board for approval
    
    Formulating the desired/preferred board skills, attributes and qualifications for selecting
new directors
    
    Conducting searches for prospective board members whose skills and attributes
reflect the requirements those desired
    
    Evaluating the selection process of the prospective board members and making
recommendation of the proposed nominees for election to the Board of Directors
    
    Evaluating and recommending termination of membership of individual directors
in accordance with the Boards corporate governance guidelines, for cause or for other
appropriate reasons.
    
    Developing and overseeing the execution of a formal Board member capacity
building program, including such elements as orientation of new members, continuing
education and training, and a mentoring program with senior Board members.1.2
    
    Responsibilities relating to the Committees of the Board
  
    
    Evaluating and making recommendations to the Board of Directors
concerning the appointment of Directors to Board Committees
    
    Selecting the Chairman for each of the Board Committees1.3
    
    Other responsibilitiesa.
    
    The Board Governance & Compensation Committee shall coordinate and approve
Board and Committee meeting schedules.b.
    
    The Board Governance & Compensation Committee shall consider matters of
corporate governance and to review, periodically, the corporate governance guidelines
of the Companyc.
    
    The Board Governance & Compensation Committee shall review and assess its
performance on a periodic basisD2.
    
    Compensation related
  1.
    
    Relating to Whole-time Directorsa.
    
    Reviewing and approving Corporate goals and objectives relevant to compensation
payable to the Whole-time Directors of the Company with due consideration of:
    
    the Companys performance
    
    relative shareholder return
    
    the value of similar incentive awards to Whole-time Director at comparable companies
    
    the awards given to the Whole-time Directors in past yearsb.
    
    Evaluate the Whole-time Director performance in the light of these goals and objectivesc.
    
    Recommending to the Board for approval of the Whole-time Directors
compensation level based on this evaluation2.
    
    Compensation of Senior Management Personnela.
    
    The term Senior Management Personnel means to include all the members other
than the Whole-time Directors and members of the Corporate Executive Council of the
Company as may be co-opted from time to time.b.
    
    Reviewing and making recommendations to the Board of Directors regarding the
Compensation & Benefits policy for all Senior Management Personnel of the Companyc.
    
    Discharging the Boards responsibilities relating to compensation payable to
the Whole-time Directors and Senior Management Personnel including payment of (i)
annual base salary (ii) annual




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bonus, including any specific goals and amounts (iii)
equity compensation and (iv) employment agreements, severance agreements and change in
control agreements, and (v) any other benefits, compensation or arrangements
 3.
    
    Relating to Incentive Compensation Plan and Equity based plan
  4.
    
    Relating to Compensation & Benefit Plan
  5.
    
    Retaining a consulting firm
  6.
    
    Annual Report
  E.
    
    MEETINGS:
  F.
    
    CIRCULAR RESOLUTION
  G.
    
    REPORT
  H.
    
    MINUTES: