0001193125-10-037647 Sample Contracts

MASTER SERVICES AGREEMENT FIFTH AMENDMENT
Master Services Agreement • February 23rd, 2010 • Genpact LTD • Services-management consulting services • New York

This Assignment relates to any work product, invention, development, suggestion, idea, innovation, concept or report conceived, created, developed or discovered by Assignor in connection with services provided by Assignor to the Company under Task Order ______ (the “Work Product”), which Work Product may be more specifically described in Annex A to this Assignment.

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SIXTH AMENDMENT
Master Services Agreement • February 23rd, 2010 • Genpact LTD • Services-management consulting services • New York

This sixth amendment (this “Amendment”) is entered into as of January 20, 2010 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, INC., a Delaware corporation , having a principal place of business at 105 Madison Avenue, 2nd Floor New York, New York 10016 (“Company”) (GE and Company being collectively referred to herein as the “Parties”).

GENPACT LIMITED FORM OF RESTRICTED SHARE UNIT ISSUANCE AGREEMENT
Restricted Share Unit Issuance Agreement • February 23rd, 2010 • Genpact LTD • Services-management consulting services • New York

THIS RESTRICTED SHARE UNIT ISSUANCE AGREEMENT (the “Agreement”), dated as of [ ] (the “Award Date”), is made by and between Genpact Limited, an exempted limited company organized under the laws of Bermuda (the “Company”) and [ ] (“Participant”). To the extent not defined herein, all capitalized terms in this Agreement shall have the meanings assigned to them in the Genpact Limited 2007 Omnibus Incentive Compensation Plan (the “Plan”).

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