UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2011

GENPACT LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-33626	98-0533350
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Canon’s Court, 22 Victoria Street

Hamilton HM, Bermuda

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (441) 295-2244

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On December 21, 2011, Genpact International, Inc., a Delaware corporation wholly-owned by Genpact Limited (“Genpact”), and the General Electric Company (together with its affiliates, “GE”) entered into an amendment to the master services agreement, dated as of December 30, 2004, as amended (the “MSA”).  The amendment extends certain statements of work under the MSA for business existing prior to 2005 until December 31, 2015.  The amendment includes specific productivity guarantees and price reductions by Genpact.  The amendment also revises payment terms and termination provisions.

The foregoing summary is qualified in its entirety by the full text of the MSA amendment, which will be filed as an exhibit to Genpact’s annual report on Form 10-K for the year ended December 31, 2011. 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENPACT LIMITED
Date: December 21, 2011	By:	/s/ Heather D. White
	Name:		Heather D. White
	Title:		Vice President and Senior Legal Counsel