Cognizant Technology Solutions Corporation 500 Frank West Burr Boulevard Teaneck, NJ 07666

EXHIBIT 10.2

Cognizant Technology Solutions

Corporation 000 Xxxxx Xxxx Xxxx Xxxxxxxxx

Xxxxxxx, XX 00000

March 28, 2017

Xxxxxxx Associates, X.X.

Xxxxxxx International, X.X.

Xxxxxxx International Capital Advisors Inc.

00 Xxxx 00^xx Xxxxxx

Xxx Xxxx, XX 00000

Gentlemen:

This letter agreement amends that certain agreement, dated as of February 8, 2017 (the “February 8^th Agreement”), between Cognizant Technology Solutions Corporation, a Delaware corporation (the “Company”), Xxxxxxx Associates, L.P., a Delaware limited partnership (“Xxxxxxx Associates”), Xxxxxxx International, L.P., a Cayman Islands limited partnership (“Xxxxxxx International”), and Xxxxxxx International Capital Advisors Inc., a Delaware corporation (together with Xxxxxxx Associates and Xxxxxxx International, the “Investors”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the February 8^th Agreement.

In accordance with Section 20 of the February 8^th Agreement, the February 8^th Agreement is hereby amended as follows:

1. The last two sentences of Section 2 of the February 8^th Agreement are hereby replaced with the following two sentences:

The Financial Policy Committee shall be comprised of four (4) members: Xxxxxxxxx X’Xxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxxxx-Xxx and Xxxxx Xxxxxx. If, prior to the Expiration Date, Xx. Xxxxxx (or any replacement Investor Designee) shall cease to be a director of the Company for any reason, the Investors shall have the right to select her (or his) replacement on the Financial Policy Committee; provided that, if such replacement is not the individual selected by the Investors to replace Xx. Xxxxxx (or such replacement Investor Designee) as the Investor Designee in accordance with Section 6 of this Agreement, then such replacement shall also be reasonably acceptable to the Board.

2. Schedule 1 to the February 8^th Agreement is hereby deleted.

The provisions of Sections 20 through 27 of the February 8^th Agreement shall apply to this letter agreement mutatis mutandis. This letter agreement, together with the February 8^th Agreement, set forth the full and complete understanding between us with respect to the subject matter hereof and supersedes all prior representations and understandings, whether written or oral.

If the terms of this letter agreement are in accordance with your understanding, please sign below, whereupon this shall constitute a binding agreement among us.

Very truly yours,

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By:	/s/ Xxxxx XxXxxxxxxx
Name:	Xxxxx XxXxxxxxxx
Title:	Chief Financial Officer

Accepted and agreed to as of the date

first written above:

XXXXXXX ASSOCIATES, L.P.
By:	Xxxxxxx Capital Advisors, L.P., its General Partner
By:	Xxxxxxx Associates, Inc., its General Partner

By:	/s/ Xxxxxx Xxxxxxxxx
Name:	Xxxxxx Xxxxxxxxx
Title:	Vice President

XXXXXXX INTERNATIONAL, L.P.
By:	Xxxxxxx International Capital Advisors Inc., as Attorney-in-Fact

By:	/s/ Xxxxxx Xxxxxxxxx
Name:	Xxxxxx Xxxxxxxxx
Title:	Vice President

XXXXXXX INTERNATIONAL CAPITAL ADVISORS INC.
By:	/s/ Xxxxxx Xxxxxxxxx
Name:	Xxxxxx Xxxxxxxxx
Title:	Vice President