Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Genpact Limited, a Bermuda company (the "Company"), reports that, effective October 30, 2009, Mr. J Taylor Crandall resigned as a member of the Board of Directors of the Company. Mr. Crandall is a managing partner of Oak Hill Capital Management, LLC ("Oak Hill"), and has been a member of the Company's Board of Directors since January 2005.

(d) The Company announced that the Board of Directors has appointed, effective October 30, 2009, Mr. Douglas Kaden, age 37, to fill the vacancy on the Board of Directors created by the resignation of Mr. Crandall. Mr. Kaden is a partner of Oak Hill, and he is appointed as one of four designees to the Board of Directors nominated by Genpact Investment Co. (Bermuda) Limited, an investment vehicle jointly owned by General Atlantic LLC and Oak Hill, pursuant to the Shareholders' Agreement among Genpact Investment Co. (Bermuda) Limited, the Company and certain other entities. Mr. Kaden has not been appointed to serve on any committees of the Board of Directors at this time.

In accordance with the Company's compensation program for directors appointed by our majority shareholders, Mr. Kaden will receive options to purchase 45,225 common shares of the Company, which will have a five-year vesting schedule and an exercise price equal to the fair market value of the Company's common shares at the time of grant. Mr. Kaden will also receive an annual retainer of $40,000.

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