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AMENDMENT No. 1
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
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 "
W I T N E S S E T H:
WHEREAS, the undersigned are parties to that certain Amended and Restated Shareholders Agreement, dated as of
August 7, 2007 (as amended from time to time, the " Shareholders Agreement" );
WHEREAS, Section 3.01(b) of the Shareholders Agreement (the " GICo Lock-up Provision" ) provides that prior to
December 30, 2009 (the " Outside Date" ) GE shall not, without the prior written consent of GICo, Transfer any Common Shares
if such Transfer would cause GE to own less than 26,745,000 common shares (" Common Shares" ) of Genpact Limited (the "
Company" ); and
WHEREAS, the parties hereto desire to amend the Shareholders Agreement to provide that the GICo Lock-up Provision
shall expire on March 20, 2009 (the " Revised Outside Date" ) and (ii) terminate any and all rights that GE may have under the
Shareholders Agreement to (A) designate persons for nomination as Directors and (B) require that the Company invite any
Observer identified by GE to any regular meetings of the Board (or any committees thereof) and provide such Observer with
NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms not otherwise defined in this Amendment shall have the meaning specified in the