0001047469-08-003774 Sample Contracts

AMENDMENT No. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 31st, 2008 • Genpact LTD • Services-management consulting services • New York

THIS AMENDMENT (this "Amendment"), dated and effective as of March 27, 2008, is made by and among Genpact Limited (the "Company"), Genpact Investment Co (Lux) Sicar S.A.R.L. ("GICo"), GE Capital International (Mauritius) ("GECIM") and GE Capital (Mauritius) Holdings Ltd. ("GECM" and together with GECIM, "GE", and together with GICo, the "Shareholders").

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FOURTH AMENDMENT
Genpact LTD • March 31st, 2008 • Services-management consulting services • New York

This fourth amendment (this "Amendment") is entered into as of March 27, 2008 by and between GENERAL ELECTRIC COMPANY, a New York corporation with a principal place of business at 3135 Easton Turnpike, Fairfield, Connecticut 06431 ("GE"), and GENPACT INTERNATIONAL, a Delaware company, acting through its Hungarian Branch having a principal place of business at Duna Plaza Offices, 4th Floor, Budapest Vaci Ut 178 1138, Hungary ("Company") (GE and Company being collectively referred to herein as the "Parties").

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