exv10w11






AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT




     THIS AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT (this “Amendment”) is made and
entered into as of November 3, 2010 (the “Amendment Effective Date”), by and between
Genpact International, Inc., a Delaware corporation (“Genpact”) and Green Dot Corporation,
a Delaware corporation (“Customer”).




	 	A.	 	WHEREAS, Genpact and Customer are parties to that certain Master Services Agreement dated
May 28, 2009 (the “Agreement”); and
	 
	 	B.	 	WHEREAS, Genpact and Customer desire to amend the Agreement as set forth herein, in
accordance with Section 20.12 of the Agreement.





     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:




	 	1.	 	Defined Terms. Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Agreement.
	 
	 	2.	 	Exhibit 3. The Table of Exhibits on page (iv) of the Agreement and Exhibit 3 of
the Agreement is hereby amended by deleting the reference to “Disaster Recovery Policy” contained
therein and substituting “Disaster Recovery Services” therefor.
	 
	 	3.	 	Genpact Laws. The Agreement is hereby amended by deleting the Section 16.1(a) in
its entirety and replacing it with the following:






	 	(a)	 	Genpact shall be responsible to comply with all laws and regulations applicable to (i)
its business, (ii) its performance of the Services, and (iii) the employment of Project
Staff, including, without limitation, the Gramm-Leach-Bliley Act of 1999 and the regulations
promulgated thereunder (collectively, the “Genpact Laws”). Customer shall notify
Genpact of any Customer Laws and any changes thereto that would be reasonably likely to have
any material adverse impact on Genpact’s ability to perform the Services; and






	 	4.	 	Guatemala SAS 70 Type II. The Agreement is hereby amended by deleting the last
sentence of Section 16.1(c)(i) in its entirety and replacing it with the following:





     Genpact commits to providing a SAS 70 Type II audit report for Guatemala by September 1,
2011.




	 	5.	 	Information Security. In accordance with Section 10 of Exhibit 7 of the Agreement,
Genpact hereby confirms that PCI-DSS compliance has been established for all Genpact Service
Locations. Genpact shall ensure that each new Genpact Service Location, prior to providing
Services and as a condition to Green Dot’s approval of such Genpact Service Location, (a) to be
PCI-DSS compliant, (b) to have available a SAS 70 Type II audit report, and (c) to comply with all
other information security standards or requirements set forth in the Agreement.




 









 












	 	6.	 	Conflict. In the event of any conflict between the terms of the Agreement and this
Amendment, this Amendment will control solely with respect to the subject matter herein. The
Agreement will otherwise control.
	 
	 	7.	 	Effect of Amendment. Except as specifically amended herein, the Agreement will
remain in full force and effect in accordance with its terms.
	 
	 	8.	 	Miscellaneous. This Amendment shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York. This Amendment may be executed by
facsimile and in counterparts, each of which shall be deemed an original, and both of which when
taken together shall be deemed one and the same instrument. The Agreement, as amended hereby, sets
forth the entire agreement of the parties with respect to the subject matter hereof and thereof,
superseding any and all prior or contemporaneous agreements or understanding, whether written or
oral, between the parties with respect to such subject matter.





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     IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the day and year first
above written.



	 	 	 	 	 	 	 

	GENPACT INTERNATIONAL, INC.	 	GREEN DOT CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Adrian Zafri 
	 	By:
	 	/s/ Steve Streit 
	 

	 	 
	 	 	 	 
	 

	 	Name: Adrian Zafri
	 	 	 	Steve Streit
	 

	 	Title: Global Operations Leader
	 	 	 	Chief Executive Officer







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