Exhibit 4.9
***Sample Letter of appointment to Non Executive Directors***
Mr.____________________
Dear Mr._____________
I wish to inform you that the Nominating & Corporate Governance Committee of the Board hasrecommended your appointment as a Non Executive Independent Director of the Board of Directors ofWipro Limited (the Company) and the Board at its meeting held on ___________ approved the same.
It is indeed our privilege to have you on our Board and with your expertise in ____________matters;we believe that our Company would be able to achieve greater success in the coming years.
I am writing this letter to you to set out the terms of your appointment. It is agreed that thisis a contract for services and is not a contract of employment.
**Appointment**
Your appointment will be for an initial term of three years commencing on_____ (date), unlessotherwise terminated earlier by and at the discretion of either party upon (one month’s) writtennotice. Continuation of your contract of appointment is contingent on satisfactory performance andyou are eligible for election as a director at the forthcoming Annual General Meeting and, ifelected, will be subject to retirement by rotation under the Companies Act, 1956 as well as theMemorandum and Articles of Association of the Company.
At any time during your tenure including re-election time under the Company’s Memorandum andArticles of Association or the law, your performance as a director may be reviewed in accordancewith processes agreed to by the Board from time to time. A recommendation as regardingre-appointment may be made in notices of meeting or other materials provided to shareholders. Youmay be required to agree to participate in such reviews.
**Time Commitment**
Overall, we anticipate a time commitment of (number) of days per year after the induction phase.Currently, that would typically comprise attendance at;
 –  4 scheduled board meetings. All the meetings would be held in Bangalore, India.Normally, the Board meeting will take place over two days. Travel time will be in additionto the meeting time mentioned herein.  –  Annual General Meeting  –  Committee meetings which occur at times other than those days set aside for Board meetings.
In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
By accepting this appointment, you have confirmed that you are able to allocate sufficient time tomeet the expectations of your role. The consent of the Chairman is required to be sought beforeaccepting additional commitments that might affect the time you are able to devote to your role asa non-executive director of the Company.
The heavy travel burden associated with attending meetings is recognized and directors are, withthe consent of the Chairman, permitted to attend meetings “electronically” when necessary.However, attendance through audio/video conference will not be taken into consideration for thepurpose “attendance/ quorum” at a Board meeting as this has not been approved under the CompaniesAct, 1956.
**Technology**
By consent to become a director, you consent to the use of video, telephone, electronic mail, anyother technology which permits each director to communicate with every other director.
**Role**
The management and control of the business of the Company is vested with the Board. The Boardreserves for their own decision the adoption of the strategic direction of the Company, theappointment of key senior executives, approval of accounts, approval of the business plan and thebudget, approval of financial policies, review of operating results, risk management strategy,ensuring the effectiveness of governance practices, succession planning and capital
 

 

expenditure. The Board has delegated responsibility for the management, through the Chairman andManaging Director, to executive management.
As a non-executive director of the Company, you will be expected to participate as a member of theBoard in;
 –  constructively challenging and helping to develop proposals on strategy of theCompany  –  setting values and standards for the Company and establishing systems for theircommunication and monitoring  –  monitoring the performance of management in meeting agreed goals and objectives  –  satisfying yourself as to the adequacy and integrity of financial and otherreporting to the Board and Shareholders and that there are adequate systems of internalcontrol, and  –  satisfying yourself that systems for identification and management of risks arerobust and appropriate
For detailed duties of the Board, you are requested to refer the attached Corporate GovernanceGuidelines of the Company.
**Fees**
You will be paid a commission of (amount) on a quarterly basis, which will be subject to an annualreview by the Board. In addition, the Company will pay you the following;
 –  Rs.___for attendance at a scheduled board meeting. Where a Board meetingoccurs outside the schedule, an addition fee may be paid.  –  Rs.___per annum for attendance at a committee meeting (as a CommitteeChairman/Member)
The Company will reimburse you for all reasonable and properly documented expenses in connectionwith your travel for attending the Board meeting.
**Outside Interests**
It is accepted and acknowledged that you have business interests other than those of the Companyand have declared any conflicts that are apparent at present. In the event that you become awareof any potential conflicts of interest, you are requested to disclose the same to the Chairman andCompany Secretary as soon as apparent.
The Board of the Company has determined you to be independent in terms of “Independence”requirements as stipulated by the Indian Stock Exchanges and NYSE.
If your circumstances change in any way which may affect your status as an independent director,you must immediately disclose this to the Board.
You are requested to be aware that under the law, you will generally not be entitled to participateat the decision at a Board meeting, or to vote, on any matter on which you have a material personinterest unless the other directors unanimously decide otherwise.
**Confidentiality**
All information acquired during your appointment is confidential to the Company and you arerequested not to release, either during your appointment or following termination (by whatevermeans) to third parties without prior clearance of the Chairman. In this connection, you are alsorequested to sign the confidentiality agreement enclosed herewith.
Your attention is also drawn to the requirements under both legislation and regulation as to thedisclosure of price sensitive information. Consequently, you are requested to avoid making anystatements that might risk a breach of these requirements without prior clearance from the Chairmanor Company Secretary.
**Director orientation/Induction**
Immediately after appointment, the Company will provide a comprehensive and formal induction. Thiswill include the “New Director Tool Kit” as detailed in the Corporate Governance Guidelines of theCompany. We will also arrange for site visits and meetings with key senior and middle managementpersonnel of our Company.
**Review Process**
 

 

The performance of individual directors and the whole Board and its Committees is evaluatedannually. You agree that you will participate in;
 –  Continuous improvement programs from time to time determined by the Board asbeing appropriate for directors  –  Participate in processes of internal and external review of director, board andcommittee performance as may be determined to be appropriate by the Board from time totime.
You acknowledge that such process may result in positive or negative recommendations in relation toyour candidature for re-appointment to the Board.
If in the interim, there are any matters which cause you concern about your role, you are requestedto discuss them with the Chairman as soon as is appropriate.
**Insurance**
The Company has Directors’ & Officers’ liability insurance and it is intended to maintain suchcover for the full term of your appointment. The current indemnity limit is _______(amount); Gistof the policy document is attached for your reference. In this connection, you are also requestedto sign the indemnification agreement as per the enclosed annexure.
**Notification of personal interests**
Under the Indian Companies Act, 1956, Indian Stock Exchange Listing Requirements and NYSE ListingStandards, the Company is required to provide information about the Directors to those stockexchanges. Filings concerning Directors must also be made with various government authorities.
You agree that you will provide to the Company Secretary promptly (and within required timeframesfor filing that information) all information about you which may be required for this purposeincluding (without limitation)
 –  details of your name, address, father’s name, date and place of birth, nationality  –  details of companies in which you are acting as a director  –  details of committees of other companies in which you are acting as Chairman or Member  –  details of companies in which your shareholding is more than 2%  –  details of shares of the company held by you and your relatives andtransactions in such shares from time to time.
**Committees**
This letter refers to your appointment as a non-executive director of the Company. In the eventthat you are also asked to serve on one or more of the Board committees, this will be covered in aseparate communication setting out the Committee’s terms of reference, any specificresponsibilities and any additional fees that may be payable.
**Other corporate documents**
You are provided with the following corporate documents which you are requested to go through assoon as possible.
 1.  Vision statement of the Company  2.  Composition of the current Board of Directors  3.  Composition of the Committees of the Board  4.  Charters of the Committees  5.  Corporate Governance guidelines  6.  Code of Business Conduct and Ethics  7.  Annual Report for the last three years  8.  Calendar of Board meetings  9.  Earlier agenda of the Board and Committee meetings (last three quarters)  10.  Insider Trading Policy  11.  An executive summary on Directors & Officer insurance
 

 

 12.  Confidentiality Agreement  13.  Indemnification Agreement  14.  Any other material that may be relevant
**Announcement of your appointment**
I will seek your clearance to enable us to make an announcement to the Indian Stock Exchanges andNYSE of your appointment to the Board of the company.
We look forward to welcoming you to our Board. Please feel free to contact me on (phone number) orthe Company Secretary on (phone number) if you have any queries in relation to the above.
***Chairman of the Board***
***ACKNOWLEDGMENT AND CONSENT***
The undersigned has read and understands the foregoing terms of appointment dated ______________and agrees to abide by the terms contained therein.        Signature:         Printed Name: