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Exhibit 4.5
 SATYAM COMPUTER SERVICES LIMITED
 ASSOCIATE STOCK OPTION PLAN  RESTRICTED STOCK UNITS  (ASOP  RSUs or the Plan)
 1. OBJECTIVE
 i)
    
    In its continuing efforts to create participative environment contributing to
the growth of associates as part of the corporate growth plans, SATYAM COMPUTER
SERVICES LIMITED (SATYAM) formulated a new Associate Stock Option Plan  Restricted
Stock Units, (ASOP-RSUs), pursuant to the enabling authority given by the members of
SATYAM in its Annual General Meeting held on August 21, 2006.
 ii)
    
    Among others, the Plan is primarily aimed at the following:
 
    
    To reward the associates for their performance and contribution to the
success and growth of SATYAM.
 
    
    To motivate, retain and attract the best talent.
 
    
    To provide an opportunity for the professional partners to become
financial partners.
 iii)
    
    The Plan shall become effective from the date of its adoption by the
Compensation Committee of SATYAM. It shall continue in effect till all the RSUs granted
under the Plan are exercised or have been extinguished, unless the Plan is terminated
by the Compensation Committee.
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2. DEFINITIONS
  i)
    
    Associate means employee of SATYAM on full time, in the regular service and
includes full time employees of subsidiary companies or parent company of SATYAM if
any, including a director of the Company or its subsidiary company, whether a whole
time director or not.
 ii)
    
    Board of Directors means the Board of Directors of SATYAM.
 iii)
    
    Compensation Committee means a committee of directors constituted and
authorized by the Board of Directors of SATYAM comprising of a majority of
independent directors.
 iv)
    
    Eligible Associate means an Associate who fulfills the criteria fixed for
eligibility as per the evaluation process guidelines of SATYAM for this purpose.
 v)
    
    Exercise means the act of making of an application by the Associate to SATYAM
for issue of share(s) against unit(s) vested in him/her in pursuance of the ASOP-RSUs.
 vi)
    
    Exercise Period means the period after vesting within which the Associate
should exercise his right to apply for shares against the unit(s) vested in him/her in
pursuance of ASOP  RSUs. Such period shall be after 12 months from the date of grant
of units to the Associate but within 60 months from the date of vesting of units in the
Associate provided the contract of service between the Associate and the Company has
not ceased. RSUs not exercised by Associates within exercise period will lapse.
 vii)
    
    Exercise Price means the price not less than face value of the equity shares
or such other price as determined by the Compensation Committee from time to time in
accordance with the applicable statutory rules, regulations, guidelines, laws,
notifications and clarifications issued by Securities and Exchange Board of India
(SEBI) or any other statutory authority from time to time as applicable, which shall be
paid by the Associate at the time of Exercise.
 viii)
    
    Grant means the act of issue of unit(s) to Associates under ASOP-RSUs.
 ix)
    
    Fair value: Fair value shall have the same meaning as defined under SEBI
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.
 x)
    
    Restricted Stock Unit (RSU) means a unit having a right but not an obligation
granted to an Associate in pursuance of ASOP-RSUs to apply for shares of the Company at
a pre-determined price on fulfillment of certain conditions.
 xi)
    
    RSUs Agreement means a written or typed or printed or electronic agreement
between SATYAM and the unit holder giving the terms and conditions of ASOP-RSUs.
 xii)
    
    Plan means Associate Stock Option Plan  Restricted Stock Units of SATYAM.
 xiii)
    
    SATYAM means Satyam Computer Services Limited.
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xiv)
    
    Share means equity shares and securities convertible into equity shares of
SATYAM and shall include American Depository Receipts (ADRs), Global Depository
Receipts (GDRs) or other depository receipts representing underlying equity shares or
securities convertible into equity shares of SATYAM.
 xv)
    
    Subsidiary Company shall have the same meaning as defined under section 4 of
the Indian Companies Act, 1956 and shall include the foreign subsidiary.
 xvi)
    
    RSU holder means the holder of an outstanding RSU granted pursuant to
ASOP-RSUs.
 xvii)
    
    Vesting means the process by which the Associate is given the right to apply
for shares of SATYAM against the RSU(s) granted to him/her in pursuance of ASOP-RSUs.
 xviii)
    
    Vesting period means the period after the completion of which the vesting of the
Restricted Stock Unit granted to an Associate in pursuance of the Plan takes place.
  3. FUNCTIONS OF THE COMPENSATION COMMITTEE
  
    
    The exercise price from time to time.
 
    
    The date of grant for each or a group of cases.
 
    
    Selection of the Associates for the benefits of the ASOP-RSUs among the eligible
Associates from time to time.
 
    
    Finalizing the quantum of RSUs to be granted to each Associate.
 
    
    Determining the vesting and exercise periods.
 
    
    Procedure for exercise after vesting within exercise period
 
    
    Approval of forms for use under the ASOP-RSUs
 
    
    Prescribe, amend and rescind rules and regulations of the ASOP-RSUs.
 
    
    Clarify, interpret and advise on the terms of the ASOP-RSUs
 
    
    Conditions under which RSUs vested in Associate may lapse in case of cessation
of service for misconduct, termination and resignation or otherwise, non-exercise
of RSUs within the exercise period etc.
 
    
    The procedure for making a fair and reasonable adjustment to the number of RSUs
and to the exercise price in case of rights issue, bonus issues, merger, demerger
and other corporate actions including consolidation or split.
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
    
    The grant, vest and exercise of RSUs in case of Associates who are on long
leave.
 
    
    The procedure for cashless exercise of RSUs.
     4. THE ADVISORY BOARD AND ITS FUNCTIONS
 i)
    
    The Advisory Board shall consist of the Managing Director / CEO, Head (AIC)
  Human Resources, Chief Financial Officer (CFO), and the Company Secretary. The
Compensation Committee may also nominate such other additional members, if required at
its sole discretion. The Advisory Board will study and assess the eligible Associates,
based on the guidelines for assessment formulated for this purpose and make
recommendations of identified Associates to the Compensation Committee.
 ii)
    
    Subject to the principles of fairness, impartiality and natural justice, the
Advisory Board shall have the right to exclude any one from the list of eligible
Associates, from being identified for the benefits of ASOP  RSUs.
 iii)
    
    The recommendations of the Advisory Board shall be submitted to the
Compensation Committee for its consideration and final decision.
 iv)
    
    The Advisory Board can discharge any other functions as and when they are
delegated to it by the Compensation Committee.
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5. QUANTUM OF THE ASOP-RSUs
 i)
    
    The maximum number of RSUs which will be granted under ASOP-RSUs is as per
details given below
 Approved by the shareholders in Annual General Meeting
held on August 21, 2006
    
    6,500,000 RSUsAdjustment for Bonus issue in the ratio of 1:1. (the
record date was October 10, 2006)
    
    6,500,000 RSUsTotal
    
    13,000,000 RSUs
  ii)
    
    The Board or its Committee will allot shares at periodic intervals, after the
unit holder exercises the RSUs within the exercise period.
 iii)
    
    The quantum and the exercise price of the ASOP-RSUs can be suitably adjusted
based on fair and reasonable grounds in case of rights issue, bonus issue, merger,
demerger or any other corporate actions including consolidation or split.
 iv)
    
    In case of Unit(s) expiring or becoming unexercisable for reasons of
non-fulfillment of conditions of ASOP-RSUs without the right of purchase being
exercised, such Unit(s) shall be available for future grant or sale under ASOP-RSUs
unless the Plan has been terminated. The shares that are already issued on exercise of
right can not be returned to the ASOP-RSUs and shall not be available for future grant
or sale.
 6. BASIS OF SELECTION OF ELIGIBLE ASSOCIATES
 i)
    
    Basis of selection of eligible Associates shall be as per the guidelines framed
and approved by the Compensation Committee from time to time.
 ii)
    
    An employee who is a promoter or belongs to the promoter group shall not be
eligible to participate in the ASOP-RSUs.
 iii)
    
    A director who either by himself/herself or through his relative or through any
body corporate, directly or indirectly holds more than 10% of the outstanding equity
shares of the Company shall not be eligible to participate in the ASOP-RSUs.
 iv)
    
    The factors to be considered for assessment of Associates for selection shall
be:
 
    
    Performance & Criticality
    
    Organizational Development
    
    Customer Satisfaction
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v)
    
    The Compensation Committee shall have power to add or delete the factors from
time to time at its sole discretion.
 vi)
    
    The weightage to the factors mentioned in 6(iv) and any addition or deletion to
the list of factors shall be decided by the Compensation Committee initially and shall
be reviewed periodically for implementation by the Advisory Board.
 vii)
    
    The Compensation Committee reserves the right to factor different parameters
and different weightages for different categories of the Associates.
 viii)
    
    The Advisory Board shall recommend the quantum of eligibility for different
categories of Associates on the basis of identified parameters and process.
 ix)
    
    The Advisory Board can also recommend Associates for awards for exceptional
performance and/or contribution for the organizational growth for consideration by the
Compensation committee.
 x)
    
    The Advisory Board can also recommend new Associates joining Satyam to the
benefits of the Plan.
 xi)
    
    The Advisory Board shall seek the guidance and clarifications if any, required,
from the Compensation Committee in implementing the assessment procedure.
 7. GRANT OF RSUs
 i)
    
    The Compensation Committee may, on such dates as it may determine, grant to
such eligible Associates as it may, at its absolute discretion select, RSUs under the
Plan on such terms and conditions and for the consideration as it may decide. The
Compensation Committee may consider the recommendations of the Advisory Board, while it
reserves its right to reject the recommendations of the Advisory Board in part or in
full.
 ii)
    
    The date of grant of an RSU, shall, for all purposes, be the date on which the
Compensation Committee makes the determinations of granting such unit(s), or such other
date as is determined by the Compensation Committee. Intimation of determination shall
be given to each Associate to whom an RSU is so granted within a reasonable time after
the date of such grant.
 iii)
    
    The intimation of grant of RSUs shall indicate the number of RSUs granted, name
of the Associate who was granted the RSUs, exercise price, vesting schedule and the
exercise period, along with main terms and conditions of the grant.
 iv)
    
    The intimation of grant of RSUs shall also include the term of each RSU,
subject to the condition that the term shall be no more than 5 Years from the date of
vesting thereof.
 v)
    
    The maximum number of RSUs per Associate shall not exceed 0.5% in
any financial year and 2% in aggregate, of the total number of RSUs
reserved under the Plan. Further, allotment of shares to an Associate
during any one year exceeding 1% of the issued capital at the time of
allotment of shares shall be subject to a separate resolution.
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8. LOCK-IN PERIOD AND RIGHTS OF THE RSU HOLDER
 i)
    
    There shall be a minimum period of one year between the grant of RSUs and
vesting of RSUs.
 ii)
    
    The vesting period and/or exercise period under any grant or grants of RSUs,
may differ from Associate to Associate or Unit to Unit within the Company or
Subsidiary, as shall be determined by the Compensation Committee, from time to time.
 iii)
    
    The Compensation Committee shall have the freedom to specify the lock-in period
for the shares issued pursuant to exercise of RSUs.
 iv)
    
    The Associate shall not have right to receive any dividend or to vote or in any
manner enjoy the benefits of a shareholder in respect of RSU granted to him/her, unless
and until shares are allotted on exercise of RSU(s).
 9. RSU EXERCISE PRICE
 i)
    
    The exercise price for shares to be issued on exercise of RSUs shall be not
less than face value of the equity shares of the Company or such other price as may be
decided by the Compensation Committee at the time of grant. The mode of payment can be
by way of (i) cheque (ii) demand draft (iii) electronic transfer of funds (iv)
consideration received by the Company under a cashless exercise program, if any or (v)
any combination of them.
 ii)
    
    The exercise price shall be subject to fair and reasonable adjustment in case
of rights issues, bonus issues, merger, demerger and other corporate actions. The
Compensation Committee shall be the authority to decide upon such matters conforming to
the relevant provision(s) in the SEBI (ESOP and ESPS) Guidelines, 1999.
 10. EXERCISE OF RSUs
 i)
    
    Associates opting for exercise can apply for conversion of RSUs into shares in
the form prescribed for the purpose, along with full payment for the shares with
respect to which the RSU grant is being exercised.
 ii)
    
    Exercise of RSUs can not be for a fraction of a share.
 iii)
    
    Associates may at their discretion, opt for exercise after the expiry of
vesting period, but within the exercise period of all or part of the RSUs granted to
him/her.
 iv)
    
    Associates who do not want to avail ASOP-RSUs, may opt out of the Plan any time
before exercise period and surrender the RSUs to SATYAM for cancellation. Such RSUs
will be available for re-issuance under the ASOP-RSUs.
 v)
    
    In the event of the Associate dying in harness while in employment, all the
RSUs granted to him till such date shall vest in the legal heirs or nominees of the
deceased Associate on the date of death. Such vested RSUs shall be exercisable within
one year from the date of death, but
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not earlier to ONE YEAR from the date of grant. RSUs not exercised within such
period will become invalid in the hands of the legal heirs or nominees and shall be
available for re-issuance under the Plan.vi)
    
    In case the Associate suffers a permanent total disability while in employment,
all the RSUs granted to him as on the date of permanent total disability, shall vest in
him on that day. Such vested RSUs shall be exercisable within ONE YEAR from date of
disablement, but not earlier to ONE YEAR from the date of grant. RSUs not exercised
within such period will become invalid and shall be available for re-issuance under the
Plan.
 vii)
    
    In the event of resignation or termination of the Associate, all RSUs not
vested as on the date of separation (i.e. the last working day) shall expire and be
available for re-issuance under the Plan. However, the Associate shall be entitled to
retain all the vested RSUs as on the date of separation. Such vested RSUs shall be
exercisable within three (3) months from the date of separation. RSUs not exercised
within such period shall expire and be available for re-issuance under the Plan.In the event of abandonment of service (absconding) by an associate without the
Companys consent, all RSUs including those, which are vested but were not exercised
at the time of abandonment of service, shall stand terminated with immediate effect.
The date of abandonment of an associate shall be decided by the Company at its sole
discretion which, decision shall be binding on all concerned. At a later date, if
the Company accepts resignation of an Associate who had previously absconded from /
abandoned the Companys service, any previous decision to terminate all vested and
unvested options of such Associate as a consequence will remain unaffected and not
confer any rights under the Plan.In the event of Misconduct or breach of the policies of the company or the terms of
employment by the associate, during the term of his/her employment and thereafter
for a period of one year, the Advisory Board is authorized for appropriate decision
from time to time.viii)
    
    In the event of superannuation/retirement, all the RSUs vested as on the date
of retirement shall be exercised within 3 months from the date of retirement and all
the unvested RSUs as on the date of retirement, shall vest on the date of retirement or
at the expiry of one year from the date of grant whichever is later, and be available
for exercise by the retired / superannuated Associate, within 3 months thereof. In
case of death of a superannuated or retired Associate, the right of exercise of RSUs
shall vest in the nominees / legal heirs and the other terms and conditions shall
remain the same. RSUs not exercised within such period become invalid in the hands of
legal heirs or nominees and shall be available for reissuance under the plan.ix)
    
    In the case of transfer of Associates to subsidiaries, the vesting and exercise
of RSUs shall continue and all other terms and conditions of this Plan shall remain the
same.
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11. SHARES AFTER EXERCISE
 i)
    
    Subject to completion of the exercise process, shares will be allotted and issued in
the name of the Associate in compliance with applicable laws, rules, regulations,
guidelines, circulars, notifications or such other requirements, as may be necessary in
this regard. The inability of the Company to obtain approval from any statutory and/or
regulatory body having jurisdiction, which approval is necessary to the lawful allotment
and issuance of any shares hereunder, shall relieve the Company of any liability
(whatsoever in nature) in respect of the failure to allot and issue such shares without
prejudice to rights of the Company in the contract of employment.
 ii)
    
    The shares thus allotted and issued, shall be the absolute property of the Associate
and will be held by the Associate, subject to the lock-in period and subject to lien
favoring SATYAM for any statutory or other liability that may arise out of the Plan.
 iii)
    
    As a registered shareholder, the Associate will be entitled to all the benefits, such
as dividends, bonus, rights, etc.
 iv)
    
    The shares allotted and issued upon exercise of RSUs shall rank pari passu with all
other equity shares of SATYAM for the time being in force; from the date of allotment.
 12. CONSEQUENCE OF FAILURE TO EXERCISE RSUs
 i)
    
    The amount paid by the Associate, if any, at the time of grant of RSUs, may be
refunded to the Associate if the RSUs are not vested due to non-fulfillment of
condition(s) relating to vesting of RSUs as per the Plan at the sole discretion of the
Compensation Committee.
 13. NON TRANSFERABILITY OF RSUs
 i)
    
    RSUs granted to an Associate shall not be transferable to any person.
 ii)
    
    Except in the case of death of the Associate, no person other than the
Associate to whom the RSU(s) is/are granted shall be entitled to exercise the RSU(s).
 iii)
    
    Under the cashless system of exercise, SATYAM may itself fund or permit the
empanelled service provider(s) to fund the payment of exercise price, subject to the
provisions of the Companies Act, 1956 as amended from time to time and other applicable
laws.
 iv)
    
    The RSUs granted to the Associate shall not be pledged hypothecated, mortgaged
or otherwise alienated in any other manner.
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14. LISTING OF SHARES
 i)
    
    The shares allotted to Associates on exercise shall be listed on the concerned
stock exchanges subject to the terms and conditions of the listing agreement and other
applicable regulatory requirements.
 15. TAX LIABILITY
 i)
    
    Any tax liability on account of grant of RSUs / vesting / exercise of RSUs/
allotment and/or transfer of shares shall be that of the Associate alone.
 16. MODIFICATIONS TO THE PLAN
 i)
    
    The Compensation Committee reserves the right to amend, alter, suspend or
terminate the Plan provided the variation is not prejudicial to the interests of the
RSU holder(s). In this connection, the Board of directors of the Company shall obtain
the approval of shareholders for any amendment to the Plan, if required.
 ii)
    
    Such changes in terms and conditions as per clause 16 (i) can also be due to
any change in the law applicable to the Plan or any mutual agreement between SATYAM and
its Associates.
 17. CONTRACT OF EMPLOYMENT
 i)
    
    This Plan shall not form part of any contract of employment between SATYAM and
the Associate. The rights and obligations of any individual under the contract of
employment shall not be affected by his participation in this Plan or any right, which
he may have to participate in it.
 ii)
    
    Nothing in this Plan shall afford any Associate any additional right(s) as to
compensation or damages in consequence of the termination of such office or employment
for any reason.
 iii)
    
    This Plan shall not confer any Associate any legal or equitable right against
SATYAM either directly or indirectly or give rise to any cause of action in law or
equity against SATYAM.
 18. GOVERNMENT REGULATIONS
 i)
    
    This Plan is subject to all applicable laws, rules, regulations, guidelines and
to such approvals from any governmental agencies as may be required. In case of any
contradiction between the provisions of this Plan and any provisions, rules,
regulations, guidelines issued by any governmental agencies, the provisions of law
shall override the provisions of this Plan.
 ii)
    
    The Associates who are granted RSUs under the Plan shall comply with such
requirements of law(s) as may be necessary.
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19. CONFIDENTIALITY
  20. GENERAL RISKS
  21. ACCOUNTING POLICY
  22. ARBITRATION
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