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Exhibit 4.3
 SATYAM COMPUTER SERVICES LIMITED
 Associate Stock Option Plan(ADS)
 2000 EQUITY INCENTIVE ASOP (ADS)
 1.
    
    Purposes of the ASOP (ADS)
   §
    
    Rewarding the associates for their performance and contribution to the success and
growth of SATYAM.§
    
    Providing them with a good and attractive motivational tool to improve their
performance.§
    
    Providing an opportunity for the professional partners to become financial partners
in the Equity of SATYAM.§
    
    Retaining the talent and services of the associates who have contributed to the
success of SATYAM.§
    
    Attracting the right talent for right roles
 2.
    
    Definitions. As used herein, the following definitions shall apply:




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3.
    
    Stock Subject to the ASOP (ADS). Subject to the provisions of Section 11 of the ASOP (ADS),
the maximum aggregate number of Shares which may be issued upon exercise of Option(ADS) and
sold under the ASOP (ADS) (in the form of ADSs) is [$25 million/initial ADS offering price]
Shares. The Shares may be authorized but unissued, or reacquired Shares.




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4.
    
    Administration of the ASOP (ADS).
            5.
    
    Eligibility.




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6.
    
    Term of ASOP (ADS). The ASOP (ADS) shall become effective upon its adoption by the Board. It
shall continue in effect for a term of ten (10) years unless sooner terminated under Section
13 of the ASOP (ADS).7.
    
    Term of Option(ADS). The term of each Option(ADS) shall be stated in the Option(ADS)
Agreement; provided, however, that the term shall be no more than ten (10) years from the date
of grant thereof.8.
    
    Option(ADS) Exercise Price and Consideration.
   9.
    
    Exercise of Option(ADS).




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Termination of Relationship as an Associate




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10.
    
    Non-Transferability of Option(ADS)s. The Option(ADS)s may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.11.
    
    Adjustments Upon Changes in Capitalization, Merger or Asset Sale.




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12.
    
    Time of Granting Option(ADS)s. The date of grant of an Option(ADS) shall, for all
purposes, be the date on which the Administrator makes the determination granting such
Option(ADS), or such other date as is determined by the Administrator. Notice of the
determination shall be given to each Associate to whom an Option(ADS) is so granted within
a reasonable time after the date of such grant.
 13.
    
    Amendment and Termination of the ASOP (ADS).
    14.
    
    Conditions Upon Issuance of ADSs.
   15.
    
    Inability to Obtain Authority. The inability of SATYAM to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by SATYAMs counsel to be
necessary to the lawful issuance and sale of any ADSs hereunder, shall relieve SATYAM of
any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
 16.
    
    Reservation of Shares. SATYAM, during the term of this ASOP (ADS), shall at all times
reserve and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the ASOP (ADS).




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17.
    
    Shareholder Approval. The ASOP (ADS) shall be subject to approval by shareholders of
SATYAM within twelve (12) months after the date the ASOP (ADS) is adopted. Such
shareholder approval shall be obtained in the degree and manner required by Applicable
Laws.
   By:Name:Title:
   By:Name:Title:
 APPENDIX A
 RULES FOR U.S. OPTION(ADS) GRANTS
  1.
    
    Term of Option(ADS). Notwithstanding Section 7 of the ASOP (ADS), in the case of an
Incentive Stock Option(ADS) granted to an Optionee who, at the time the Option(ADS) is
granted, owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of SATYAM or any Parent or Subsidiary, the term of the Option(ADS) shall
be five (5) years from the date of grant or such shorter term as may be provided in the
Option(ADS) Agreement.2.
    
    Option(ADS) Exercise Price.