Re: Amended and Restated Employment Letter

Exhibit 10.12

EXLSERVICE HOLDINGS, INC.

Dated as of October ,1 2006

Amit Shashank

5 Parkfield Road

Scarsdale

NY 10583

Re:  Amended and Restated Employment Letter

Dear Amit:

This letter agreement is an amendment and restatement of the employment letter dated April 20, 2004, pursuant to which you were appointed General Counsel and Vice President of EXLservice.com, Inc., as amended by an amendment dated as of June 1, 2005 (this amendment and restatement, the “Employment Letter”).

EXLservice.com, Inc. will continue to employ you in the position of General Counsel and Vice President of EXLservice.com, Inc. In addition, you have been appointed to the positions of General Counsel, Secretary and Vice President of ExlService Holdings, Inc. (the “Company”), the parent company of EXLservice.com, Inc., and this Employment Letter is between you and the Company. As General Counsel, Secretary and Vice President of the Company, you will be reporting directly to the Company’s President, and you will be generally responsible for the legal affairs of the Company.

The minimum annual salary for this position on and after the date of this Employment Letter is $280,000 (the “Base Salary”), payable as per the Company’s payroll policies. Currently, the payroll periods end on the 15^th and 30^th of each month. This offer of continued employment is not to be considered a contract guaranteeing employment for any specific duration. As an at-will employee, both you and, subject to the severance terms in this letter, the Company, have the right to terminate your employment at any time.

Simultaneously, you will continue to be an employee of Gevity. Gevity handles the administrative responsibilities for the Company’s employment-related issues such as payroll and benefits, while the Company handles the day-to-day activities related to its core business.

Incentive Compensation: You will be eligible to earn an annual bonus for each calendar year of your employment with the Company. For 2006, the target annual bonus will be $84,700, computed as the weighted average of a target of 30% of your pre-October 1, 2006 Base Salary and 40% of your post-September 30, 2006 Base Salary. The bonus goals for 2006 have already been established and communicated to you. For calendar years after 2006, the target annual bonus will be 40% of your weighted average

Base Salary for the year. This target bonus (the “Target Bonus) will be earned based upon the terms of the Company’s bonus policy as approved by the Board of Directors of the Compensation Committee thereof.

Stock Options: The stock options granted to you prior to the date of this Employment Letter will continue to be governed by the terms of the option agreements pursuant to which they were granted, as amended from time to time in accordance with the terms of such agreements. You will be granted, as of the pricing date of the Company’s initial public offering (the “IPO”), an additional 10,000 stock options, with a per-share exercise price equal to the price at which the Company’s common stock is offered in the IPO, as established on the pricing date.

Annual performance reviews by the Chief Executive Officer and/or President of the Company will be conducted to assess professional development opportunities as well as to consider increases to your compensation (including, without limitation, increasing Base Salary and the percentage Target Bonus as well as granting of additional options or other forms of equity compensation).

Benefits: As an employee of the Company, you will be eligible to participate in health, dental, vision, life insurance and disability plans generally available to senior management of the Company residing in the United States.

You will also be eligible to participate in the Company’s 401(k) plan, in accordance with its terms.

You will also be covered by the Company’s director and officer insurance and be indemnified on the same basis as other officers in the Company. The foregoing right of indemnification shall not be exclusive of any right to Indemnification to which you may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law or otherwise, or any other power that the Company may have to indemnify you or hold you harmless.

Vacation and Sick Leave: You will be entitled to four weeks accrued vacation per calendar year to be taken in accordance with the policies in your employee’s package from Gevity. Refer to your employee’s package from Gevity for sick leave allowances.

Business Expenses: The Company will pay for or reimburse authorized and proper business related expenses that you may inc