Exhibit 10.2


 


Confidential
Materials omitted and filed separately with the 


Securities and
Exchange Commission.  Asterisks denote
omissions.


 


July 23, 2009


 


Attn:
General Counsel


Genpact
International Inc,


1251
Avenue of the Americas, Suite 41,


New
York, NY 10020


 


Dear
Mohit Thukral:


 


THIS LETTER AGREEMENT (the “Letter”) sets forth
certain business terms we have agreed upon. This Letter is entered into and
made effective as of April 1, 2009 (the “Effective Date”) and amends, for a period of time beginning April 1,
2009 until March 31, 2010 (the “Term”), certain terms of the Master
Professional Services Agreement dated as of November 30, 2005 (as amended,
modified and supplemented from time to time, the “Agreement”) by and between
Macro*World Research Corporation,  a North
Carolina corporation having a principal place of business at
301 South College Street, Charlotte, NC 28288, a subsidiary of Wells
Fargo & Company, successor in interest by merger to Wachovia
Corporation (“Wells Fargo”) and Genpact International, Inc. (as successor
in business to Genpact
International, S.A.R.L., a
Luxembourg société à responsabilité limitée, existing and organized under the
laws of Luxembourg, acting through its Hungarian Branch, having its principal
place of business at Duna Plaza Offices, 4th Floor, H-1138, Budapest Váci út
178, Hungary, as well as certain terms of the Philippines Local Operating
Agreement (the “LOA”) dated as of December 21, 2007, by and between
Macro*World Research Corporation, a North Carolina corporation having a
principal place of business at 301 South College Street, Charlotte, North
Carolina 28288, a subsidiary of Wells Fargo & Company, successor in
interest by merger to Wachovia Corporation and Genpact International, Inc.
(as successor in business to Genpact
International, S.A.R.L.), a Delaware corporation with an office at 1251, Avenue of
Americas, 41st Floor, New
York, NY 10020 (“Genpact”).


 


Wachovia
Corporation merged into Wells Fargo & Company as of December 31,
2008 (“Merger”);


 


As
successor in interest by merger to Wachovia Corporation, Wells Fargo has
assumed all rights and obligations under the Agreement and LOA for its
subsidiary, Macro*World Research Corporation; and


 


We
have agreed to amend the Agreement and LOA for the Term of this Letter, during
which time the parties are conducting good faith negotiations to execute a
revised master professional services agreement.


 


IN
CONSIDERATION of the mutual promises and covenants contained in this Letter,
and of other good and valid consideration, the receipt and sufficiency of which
are hereby acknowledged, we have agreed to the following:


 


(A)                             TERMINATION FOR CONVENIENCE:


 


Notwithstanding
Section 25.3 of the Agreement or Section 17.12 of the LOA, the
following is hereby added to the end of Section 25.3:


 


“Provided
however, during the Term of this Letter, Wells Fargo may terminate all or any
portion of the Services under one or more Statements of Work listed in the
attached Appendix C, for convenience and without cause at any time and from
time to time by giving Genpact the minimum notice specified in 


 

















 


Appendix
C for the applicable Statement of Work (if at the time of the notice, no more
than [**] Genpact Personnel are eliminated as a result of the termination)
designating the termination date.  The billing for these processes during the
agreed notice period will be done monthly for the entire notice period, as
applicable. The billing will be fixed for the notice period and will be
determined on the actual headcount as on the date of the termination notice for
a particular process.”


 


Notwithstanding
Section 25.3(b) of the Agreement, Termination Charges pursuant to
these termination notices will not apply to the first [**] FTEs (which may
include the [**] FTE’s specified above) terminated due to the calculation based
on the December 2008 FTE count of [**].


 


Notwithstanding
Section 27.3 of the Agreement, the following is hereby added to the end of
the Section:


 


“Any
notice, notification, request, demand or determination provided by Wells Fargo
in regards to the termination of one or more Statements of Work shall be in
writing and the first notification shall be via e-mail transmission to
establish and set forth the effective notice date of the Termination (“Official
Notice Date”.) The official notice of termination (“Termination Letter”) shall
reference the Official Notice Date. Wells Fargo shall provide a signed
Termination Letter to the onsite Relationship Manager, who will obtain the
required signatures from Genpact. The Relationship Manager shall send to Wells
Fargo Supply Chain Management an electronically scanned and fully executed copy
of the Termination Letter via e-mail transmission.


 


 


(B)                             STRANDED
COSTS CALCULATIONS:


 


Notwithstanding
Schedule I of the Agreement, for the Term of this Letter, the modified Stranded
Costs (which is only applicable to Statements of Work representing the initial
[**] FTE terminations) shall be calculated as follows:


 


India:


 


FTE Resources: Notwithstanding Schedule I
of the Agreement and irrespective of actual redeployment or ramp-down, for the
Term of this Letter, the Stranded Costs shall be based on actual headcount as
on the termination notice date and shall be for a fixed period of [**] days
following the expiration of the notice period. The charges shall be calculated using
the rate for FTE resources set forth in Exhibit D to Schedule O of the
Agreement. (Refer Appendix A)


 


Facilities: Notwithstanding Schedule I
of the Agreement, for the Term of this Letter, the Stranded Costs for
Facilities based on headcount as per the respective SOW and shall be for a
fixed period of [**] days following the expiration of the notice period. Any
Genpact Facility costs shall be at the Infrastructure Cost rate set forth in Exhibit D
to Schedule O of the Agreement for 2009. (Refer Appendix A)


 


Equipment: Notwithstanding Schedule I
of the Agreement, for the Term of this Letter, the Stranded Costs for Equipment
that is not redeployed for the headcount as per the respective SOW and shall be
at the written down value not to exceed $[**] per seat.


 


Support:


 


In addition to Schedule I of the Agreement, for the
Term of this Letter, the Stranded Costs for Support resources normally included
in SOW billing will not be included in Stranded 


 


2

















 


Costs
for individual SOW but will be separately invoiced for a fixed period of [**]
days using the methodology below. For the purpose of clarification, the
Stranded Costs for support resources shall serve solely as a guide for this
Letter and shall not be applied as a standard for any existing or future
agreement between the parties.


 


For every [**] FTEs terminated, Genpact will bill
for fixed [**] days stranded cost for support resources based on the following
span ratio:


 


	
  Function

  	
   

  	
  Span

  	
   

  	
  Level

  	
   

  	
  Rate per Annum

  	
   

  	
  Support HC

  	
   

  
	
  HR

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  IT

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  Training

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  Quality

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


Philippines:


 


FTE Resources: Notwithstanding Schedule I
of the Agreement and irrespective of actual redeployment or ramp-down, for the
Term of this Letter, the Stranded Costs for FTE resources as on the termination
notice date shall be for a fixed period of [**] days following the expiration
of the notice period. The charges shall be calculated using the FTE rate set forth
in Exhibit D to Schedule O of the LOA. 
(Refer Appendix B)


 


Facilities: Notwithstanding Schedule I
of the Agreement, for the Term of this Letter, the Stranded Costs for
Facilities shall not be invoiced for the facility portion of obligations
related to [**], and [**] seats associated with ramp-down of [**] (note: [**]
seat decrease related to [**] expected to result in new level of [**] seats —
Associates & TLs). Any ramp-downs / terminations over and above the
SOWs specified herein will be subject to the notice period and Stranded Cost
terms currently contained in the Agreement.


 


Equipment: Notwithstanding Schedule I
of the Agreement, for the Term of this Letter, the Stranded Costs for Equipment
that is not redeployed for the headcount as per the respective SOW shall be at
the written down value not to exceed $ [**] per seat.


 


Invoicing (for India and the Philippines):


 


The
Stranded Costs for FTE resources and Facilities will become billable at the end
of the applicable notice period and will be invoiced within [**] days of the
expiration of the applicable notice period. The Stranded Costs for Equipment
shall be invoiced within [**] days of the expiration of the notice period.


 


(C)                             FTE
RESOURCE POOL:


 


Notwithstanding
Section 8.4(f) of the Agreement, the sole discretion of the Operating
Council to determine the size of the resource pool will be expressly waived
during the Term of this Letter, after such date, the discretion by the
Operating Council regarding the resource pool size will resume pursuant to 


 


3

















 


Section 8.4(f).
For the avoidance of doubt, during the Term of this Letter, the final decisions
regarding the size of the resource pool will be determined by Genpact, so long
as Genpact continues to meet or exceed the applicable service levels.


 


(D)                             WORKING
HOURS:


 


India:


 


The
total number of working hours per FTE per annum will be increased from [**] to [**]
hours and will be applied to all existing and future Statements of Work. For
existing Statements of Work, Genpact shall bear all costs and expenses
associated with the increased number of hours specified above.


 


Philippines:


 


In
consideration of future Statements of Work, the total number of working hours
per FTE per annum will be increased from [**] to [**] hours.


 


For
the avoidance of doubt, Wells Fargo will not be invoiced for any additional FTE
resources that are identified by Genpact which have not received prior approval
by the Wells Fargo Outsourcing Director or their designee.


 


Compliance
with Laws:


 


In
each jurisdiction in which any agreement, commitment, contract, letter
agreement or other arrangement is to be performed, Genpact shall ensure, in all
material respects, it is valid, enforceable and performed in compliance with
local, state and federal labor laws with regard to the FTE working hours for
both India and the Philippines. Further, Genpact will fully and promptly inform
Wells Fargo if it is notified by any governmental authority or generally
becomes aware of any changes to or non-compliance with labor laws in each
jurisdiction.


 


4

















 


(E)                               DEDICATED
MANAGEMENT TEAM:


 


As
of July 1, 2009, and for the Term of this Letter, the Dedicated Management
Team shall be provided as follows:


 


(i)                                     India:


 


(a) Dedicated
Management Team


 


Dedicated Management Team


 


	
   

  	
   

  	
  [**]

  	
   

  
	
  Business Leader*

  	
   

  	
  [**]

  	
   

  
	
  HR Leader and Support

  	
   

  	
  [**]

  	
   

  
	
  Finance Manager***

  	
   

  	
  [**]

  	
   

  
	
  IT Manager***

  	
   

  	
  [**]

  	
   

  
	
  Training Manager

  	
   

  	
  [**]

  	
   

  
	
  Relationship Managers**

  	
   

  	
  [**]

  	
   

  
	
  Transition Manager

  	
   

  	
  [**]

  	
   

  
	
  LOB Leads

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sub-total  Fixed Cost

  	
   

  	
  [**]

  	
   

  



 






*Any
and all costs and expenses associated with the Business Leader shall be the
responsibility of Genpact, unless otherwise mutually agreed upon in writing. It
is not an expectation of Wells Fargo that the Business Leader will devote his
or her full time and effort to managing the Services for the Wells Fargo
account. Genpact shall ensure that the Business Leader will provide leadership
and serve as the single point of accountability for the Services and have
overall responsibility for overseeing the provision of the Services, billing
and relationship management concerning the Wells Fargo account.


 


**Notwithstanding Section 2.5 of Schedule O of the Agreement, for
the Term of this Letter, the fees for the Relationship Managers will be
included in the total Management Fee and will be invoiced to Wells Fargo each
month.


 


***
The Finance and IT Managers will be [**] resources and will be shared across
other accounts within Genpact


 


(b)                                 Support Leaders


 


Support Leaders Management Fees


 


	
  IT (Level 6B)

  	
   

  	
  [**]

  	
   

  
	
  Quality (Level 6B)

  	
   

  	
  [**]

  	
   

  
	
  Sub-total

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  INDIA

  	
   

  	
  [**]

  	
   

  



 


5

















 


The
Support Leaders will be billed as part of the Management Fees as per the rate
card of Schedule O of the Agreement as such are not included in the fixed
management fee structure for India.


 


Support
Fees:


 


Notwithstanding
Schedule O of the Agreement, for the Term of this Letter, the charges for HR,
IT, Training, and Quality Managers will no longer be invoiced on a span-base
but will be invoiced at a fixed annual rate of $[**] per FTE on a monthly
basis, in arrears, pro-rated as appropriate for the applicable month.  This shall apply to all existing and future
Statements of Work under the Agreement. For the purpose of clarification,
Transition Managers/Leaders will not be included in the Support Leader costs
but may be included in future Statements of Work as necessary.


 


(ii)                                  Philippines:


 


Dedicated Management Team


 


	
  Site Lead**

  	
   

  	
  [**]

  	
   

  
	
  Transition Leader

  	
   

  	
  [**]

  	
   

  
	
  HR Leader

  	
   

  	
  [**]

  	
   

  
	
  Training Leader+

  	
   

  	
  [**]

  	
   

  
	
  Facilities Manager

  	
   

  	
  [**]

  	
   

  
	
  Finance Leader

  	
   

  	
  [**]

  	
   

  
	
  Admin Support

  	
   

  	
  [**]

  	
   

  
	
  Executive Assistant

  	
   

  	
  [**]

  	
   

  
	
  Training – Admin Assistant***

  	
   

  	
  [**]

  	
   

  
	
  Training Coordinator***

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PHILIPPINES*

  	
   

  	
  [**]

  	
   

  



 






*The
Philippines Dedicated Management Team will be invoiced to Wells Fargo at the
rate set forth in the applicable rate card in Schedule O of the LOA.


 


**
The Philippines Site Leader will be billed at a rate of $[**] per annum.


 


***
The parties agree that Genpact will present the Wells Fargo Outsourcing
Director with a plan by September 30, 2009, to redeploy these particular
resources on the Dedicated Management Team.


 


+
The Philippines Training Leader position will be a [**] resource and will be
shared across other accounts within Genpact.


 


6

















 


Travel
Expenses:


 


Notwithstanding
Section 6 of Schedule O of the Agreement and Section 6 of Schedule O
of the LOA, for the Term of this Letter, all travel expenses must receive prior
approval by the Wells Fargo Outsourcing Director or their designee, and must be
invoiced within [**] days of completion of travel in order to be paid by Wells
Fargo.


 


(F)                               GLOBAL
OPERATIONS LEADER:


 


Section 8.2
of the Agreement and Section 2.1 of Schedule K of the LOA will no longer
have any force or effect since the position of Global Operations Leader has
been removed and is thereby inapplicable.


 


(G)                             TECHNOLOGY
REFRESH:


 


Notwithstanding
the Technology Refresh Planning and Implementation contained in Exhibit B
of Schedule D of the Agreement and Exhibit B of Schedule D of the LOA, for
the Term of this Letter, Genpact must obtain prior approval in writing from the
Wells Fargo Outsourcing Director or their designee before a technology refresh
can occur.


 


(H)                             PHILIPPINE
SPACE:


 


Wells
Fargo agrees to release [**] at the Philippines location effective on the date
that Wells Fargo receives written confirmation from Genpact stating that (i) there
are no Genpact Personnel performing services for Wells Fargo on [**]; (ii) all
related Wells Fargo Data and Materials, including Wachovia Owned Materials,
have been removed as specified in the applicable terms of the Agreement; and (iii) such
removal has received written approval by the Wells Fargo Outsourcing Director
or their designee. As part of this agreement to release [**], Wells Fargo shall
agree to a one-time payment of USD [**] ($[**]) that reimburses Genpact for
costs associated with furniture, fixtures, carrying costs such as rent, certain
space re-fitment, and the facility portion of obligations related to [**], and [**]
seats associated with ramp-down of [**]. In addition, as part of this Letter,
the obligation in Section 3 of Schedule O to the LOA for Wachovia to pay a
maximum of $[**] per year for idle seats is removed for the duration of the
LOA. Genpact shall invoice Wells Fargo as soon as terms (i) and (ii) above
have been met. Any ramp-downs / terminations over and above the SOWs specified
herein will be subject to the notice period and Stranded Cost terms currently
contained in the Agreement. In the event that additional terminations or ramp
downs create an opportunity to release an additional floor, those terms will be
separately negotiated when appropriate. It is agreed upon by the parties that the
movement of FTE resources between floors shall be included in the costs
pursuant to this Section and any additional costs associated with such
movement of FTE resources will be borne by Genpact.


 


(I)                                  FINAL
AGREEMENT:


 


If
a final agreement amending the Master Professional Services Agreement terms
agreed upon by the parties is not executed between the parties on or before March 31,
2010, the parties agree and acknowledge that the terms of this Letter will
stand revoked and the existing terms of the Agreement and LOA, as the case may
be, shall govern the future relationship between the parties. Notwithstanding
the foregoing sentence, the terms of Paragraph D (‘Working Hours’), Paragraph E
(‘Dedicated Management


 


7

















 


Team’),
Paragraph F (‘Global Operations Leader’), Paragraph G (‘Technology Refresh’)
and Paragraph H (‘Philippine Space’) shall survive the expiration of this
Letter.


 


(J)                               GENERAL
PROVISIONS:


 


Capitalized
terms used herein and not otherwise defined have the meaning given in the
Agreement and/or LOA. The execution, delivery and performance of this Letter
has been duly authorized by all requisite corporate action on the part of Wells
Fargo and Genpact and upon execution by all parties, will constitute a legal,
binding obligation thereof. Except as specifically amended hereby, the
Agreement and LOA, and all terms contained therein, both remain in full force
and effect.  If any of the terms and
provisions in this Letter are inconsistent with the Agreement and/or LOA, the
terms and provisions contained in this Letter shall control. The Agreement and
LOA, as amended by this Letter, constitutes the entire understanding of the
Parties with respect to the subject matter hereof. Each reference herein to a
Party hereto shall be deemed to include its successors and assigns, all of whom
shall be bound by this Letter and in whose favor the provisions of this Letter
shall inure.  In case any one or more of
the provisions contained in this Letter shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties hereto agree to execute such other documents and
instruments and to do such other and further things as may be necessary or
desirable for the execution and implementation of this Letter and the
consummation of the transactions contemplated hereby and thereby. This Letter
shall be governed by and construed in accordance with the laws of the State of
New York. This Letter may be executed in counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one agreement.


 


8

















 


Wells
Fargo appreciates the relationship and values the Services provided by Genpact
and look forward to our ongoing strategic partnership. Please sign below to
acknowledge and indicate your agreement to these terms as stated in this
Letter.


 


	
   

  	
   

  	
  Macro*World Research Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Scott P. Biers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott
  P. Biers

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
  Acknowledged
  and Agreed to by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Genpact International, Inc.,

  	
   

  	
   

  
	
  Hungarian Branch

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mohit Thukral

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Mohit Thukral

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  



 


9

















 


Appendix A


 


Exhibit D to Schedule O


Annual Charges for Genpact FTE Resources,


Infrastructure/IT Costs and Relevant Disaster
Recovery


 


[**]


 


10

















 


Appendix B


 


Exhibit D to Schedule O


 


Annual Charges for Genpact FTE Resources,
Infrastructure / IT Costs


 


	
  Level

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  2

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  3

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  4

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  5

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  6

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Infrastructure Cost

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  
	
  IT Cost

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 


Inflation
Rate — [**]% Starting in Year 2 (2009)


 


11

















 


Appendix C


 


Termination Notices Received


 


	
  SOW No.

  	
   

  	
  Process name

  	
   

  	
  Location

  	
   

  	
  Notice Period (days)

  	
   

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  



 






A total of four pages have
been omitted pursuant to a request for confidential treatment.


[**]