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Sterlite Industries (India) Limited - Sterlite Industries India Ltd.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES<br />

B. Compensation<br />

Compensation of Directors and Executive Officers<br />

The aggregate compensation we paid our executive directors and executive officers for fiscal 2009 was Rs. 220 million ($4.3 million),<br />

which includes Rs. 180 million ($3.5 million) paid towards salary, bonuses, allowances and non-cash payments, Rs. 26 million ($0.5 million)<br />

paid by us to Vedanta for the fair value of share options granted to our executive directors and executive officers under the Vedanta LTIP, and<br />

Rs. 14 million ($0.3 million) paid towards benefits such as contributions to the provident fund and superannuation fund. The total<br />

compensation paid to our most highly compensated executive during fiscal 2009 was Rs. 72 million ($1.4 million) (of which Rs. 59 million<br />

($1.2 million) comprised salary, bonuses and allowances, Rs. 7 million ($0.1 million) comprised payment by us to Vedanta for the fair value of<br />

share options granted under the Vedanta LTIP, and Rs. 6 million ($0.1 million) comprised benefits such as contribution to the provident fund<br />

and superannuation fund.<br />

The following table sets forth the compensation paid to our directors and executive officers in fiscal 2009, where the disclosure of<br />

compensation is required on an individual basis in <strong>India</strong> or is otherwise publicly disclosed by us:<br />

Salary, Bonuses, Fair Value of Share Contribution to<br />

Allowances and Options granted under Provident and<br />

Name Perquisites the Vedanta LTIP Superannuation Funds<br />

(in million)<br />

Navin Agarwal Rs.59.09 Rs.6.57 Rs.6.08<br />

Kuldip Kumar Kaura (1) 38.18 4.63 1.16<br />

Dindayal Jalan 13.58 2.89 1.10<br />

Mahendra Singh Mehta 14.19 2.89 0.93<br />

Rajagopal Kishore Kumar (3) 10.20 1.80 0.88<br />

Tarun Jain (2) 28.95 4.63 2.76<br />

A. Thirunavukkarasu 6.76 1.35 0.37<br />

Dilip Golani 9.29 1.66 0.51<br />

Notes:<br />

(1) Mr. Kuldip Kumar Kaura ceased to be our Managing Director and Chief Executive Officer effective October 1, 2008 on the expiration of<br />

his employment contract. Mr. Rajagopal Kishore Kumar is our new Chief Executive Officer.<br />

(2) Resigned as Whole Time Director with effect from March 31, 2009, following which he is no longer a director of our company.<br />

However, he remains an executive officer of the company as our Director of Finance.<br />

(3) Appointed as Chief Executive Officer of SIIL with effect from October 1, 2008.<br />

The aggregate compensation paid or payable to our non-executive directors for fiscal 2009 was Rs. 5 million ($0.1 million), which<br />

comprised Rs. 1 million in sitting fees and Rs. 4 million ($0.1 million) in commissions.<br />

We adopted the Vedanta LTIP in February 2004. Under the Vedanta LTIP, our directors and executive officers will be granted share awards<br />

which will entitle them to acquire the ordinary shares of Vedanta based on the performance of Vedanta’s total shareholder return against a peer<br />

group of companies comprising the FTSE Worldwide Mining Index (excluding precious metals) measured over a three-year performance<br />

period and Vedanta’s financial performance.<br />

Outstanding Awards or Options<br />

As of March 31, 2009, our directors and executive officers as a group held awards vested under the Vedanta LTIP to acquire an aggregate of<br />

76,415 ordinary shares of Vedanta representing approximately 0.03% of Vedanta’s share capital. The awards are exercisable at the end of the<br />

three-year performance period commencing from the date of each grant at an exercise price of $0.10 per ordinary share. The awards expire six<br />

months after their date of grant. For more information, see “— Vedanta Long-Term Incentive Plan.”<br />

Employee Benefit Plans<br />

We maintain employee benefit plans in the form of certain statutory and welfare schemes covering substantially all of our employees. As of<br />

March 31, 2009, the total amount set aside by us to provide pension, retirement or similar benefits was Rs. 711 million ($14.0 million).<br />

96

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