15 February 2012 Melanie Underwood Dear Melanie Offer of employment I have great pleasure in offering you the position

of Emerald PFA Financial Adviser within our organisation commencing on 01 March 2012 The position will involve the provision of Financial Advice, solutions and service to existing and new clients of Old Mutual via the non face-to-face business model, PFA Emerald. You will therefor be conducting the above mentioned duties from an office environment. Other duties and responsibilities as determined by your line manager, will be specified in more detail in your performance function guide. You will report directly to a Sales Manager, within the PFA Emerald Area. Pensionable Remuneration: Your remuneration will consist of the following components: 1. Pensionable consisting of the following elements Basic Allowance Old Mutual Contribution to Pension Fund earnings Old Mutual contribution to Medical Aid R 8400-00 12% of total R 900-00

And 2. a Variable Component consisting of Commission Remuneration is reviewable annually and commission is earned on an adjusted scale as discussed in the Emerald Advisor Remuneration Booklet. Commission earned on business approved by Old Mutual is classified as Core Commission and Equaliser Commission shall constitute pensionable earnings for which you and Old Mutual willpay pension fund contributions.

Old Mutual Staff Retirement Fund (the Fund):

Contributory membership of the Fund is a condition of employment for all Old Mutual staff. The Fund is a defined contribution pension fund, to which you will contribute either 6.5% (default) or 7.5% (on request) of your monthly pensionable earnings. Old Mutual currently contributes 12% of your monthly pensionable earnings, of which currently 8.6% is directed to retirement funding, 1,9% to the Life
Old Mutual Life Assurance Company (South Africa) Limited reg no: 1999/004643/06 Licensed Financial Services Provider JH Sutcliffe (Chairman) (British), PB Hanratty (Managing Director) (Irish), PG de Beyer, Prof GJ Gerwel, RM Head (British), Dr D Konar, Ms AA Maule, M Mittal (British), J Naidoo, Ms RN Ntshingila, Mrs GT Serobe, GS van Niekerk, Prof AH van Wyk Company Secretary: RF Foster

Assurance Benefit, 1% to the Disability Income Benefit and 0.5% to administration costs. A copy of the Rules of the Fund is available electronically. Life Assurance benefit: The Life Assurance benefit is provided via the Old Mutual Staff Retirement Fund. As a new entrant to the Fund with effect from your date of commencement of employment, you will automatically enjoy a core level of Life Assurance cover irrespective of your health status. The core Life Assurance cover is expressed as a multiple of your annual pensionable remuneration and is currently equal to 2.4 times your annual pensionable earnings. In addition to the core level of Life Assurance cover, you may voluntarily apply for addional Life Assurance cover on submission of medical tests. You will only be covered for the additional Life Assurance benefit once you have been accepted by the underwriter. The additional cover is also expressed as a multiple of your annual pensionable earnings and is determined by your age on 1 January of each year and Old Mutuals contribution to the Life Assurance Benefit. These multiples are set using normal insurance principles and may change from time to time in line with the claims experience of the group. Disability Income Benefit: On Appointment to Old Mutual, all new employees are automatically covered for the Disability Income Benefit with medical evidence of health being required. This automatic cover without evidence of health being required is currently limited to pensionable earnings (PEAR) of R565 000 per annum (this amount is reviewed annually by the insurer and may change). Therefore, any Disability Income cover based on an income of R565 000 per annum, will be limited to 76.5% of R565 000 irrespecitive of the PEAR earned above this amount. This percentage is subject to change by the employer. With the Disability Income Benefit, employees will be covered for Disability Income Benefits until age 55 by a policy of insurance with Old Mutual Group Assurance. Should the employee be assessed by Old Mutual Group Assurance as being totally (temporary or permanently) disabled, the employee will receive a monthly Disability Income Benefit based on what can be provided by Old Mutuals contribution of 1% of the employees PEAR towards this benefit. This will currently provide a total monthly benefit of 76.5% of your PEAR. However, as the benefit is insured, the insurers has to conform to an industry requirement that currently stipulates a maximum benefit amount of R100 000 per month.
Old Mutual Life Assurance Company (South Africa) Limited reg no: 1999/004643/06 Licensed Financial Services Provider JH Sutcliffe (Chairman) (British), PB Hanratty (Managing Director) (Irish), PG de Beyer, Prof GJ Gerwel, RM Head (British), Dr D Konar, Ms AA Maule, M Mittal (British), J Naidoo, Ms RN Ntshingila, Mrs GT Serobe, GS van Niekerk, Prof AH van Wyk Company Secretary: RF Foster

Please ensure that you are familiar with the claims process and the process to be followed should you elect to be covered for additional Life Assurance Benefits. This information may be obtained from your Manager and/or via GroupNet, Old Mutuals intranet site. Old Mutual Staff Medical Aid Fund: You are required to become a member of the Old Mutual Staff medical Aid Fund subject to the rules of this Fund, unless you are a dependant member on your spouse/partners medical aid and you wish to remain a dependant. You will be entitled to 22 days annual leave inclusive of family responsibility leave. You will not be eligiable for any benefits other than those specified in this offer.

Leave: Other Benefits:

Employment documentation The contract of employment, once accepted and signed, forms the basis of your employment with Old Mutual. Financial Advisory and Intermediary Services Act Number 37 of 2002 (FAIS). The position that is being offered to you has been identified as a FAIS position and falls within the ambit contemplated in FAIS. If you are uncertain of the legislative requirements, please discuss with you Manager in order to ensure compliance. Life Offices Association (LOA) Your employment is subject to your adherence of the LOAs Code of Conduct; such as, among others, the Code on Replacements and the Code on the S Reference system. Should you have any queries or wish to discuss any of the above in more detail, please contact either myself or our Business HR Consultant, Shafeeqa Dollie on 021 5092112 Yours faithfully

. Yvette Arendse PFA Emerald Area

Old Mutual Life Assurance Company (South Africa) Limited reg no: 1999/004643/06 Licensed Financial Services Provider JH Sutcliffe (Chairman) (British), PB Hanratty (Managing Director) (Irish), PG de Beyer, Prof GJ Gerwel, RM Head (British), Dr D Konar, Ms AA Maule, M Mittal (British), J Naidoo, Ms RN Ntshingila, Mrs GT Serobe, GS van Niekerk, Prof AH van Wyk Company Secretary: RF Foster

Note: To the extent that this offer conflicts with the Rules of the respective schemes in place and as amended from time to time, the Rules shall prevail.

Old Mutual Life Assurance Company (South Africa) Limited reg no: 1999/004643/06 Licensed Financial Services Provider JH Sutcliffe (Chairman) (British), PB Hanratty (Managing Director) (Irish), PG de Beyer, Prof GJ Gerwel, RM Head (British), Dr D Konar, Ms AA Maule, M Mittal (British), J Naidoo, Ms RN Ntshingila, Mrs GT Serobe, GS van Niekerk, Prof AH van Wyk Company Secretary: RF Foster