<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>18
<FILENAME>u92712exv10w10.txt
<DESCRIPTION>EX-10.10 WNS (HOLDINGS) LIMITED 2002 STOCK INCENTIVE PLAN.
<TEXT>
<PAGE>
                                                                   Exhibit 10.10

                          WNS(HOLDINGS) LIMITED, JERSEY
                            2002 STOCK INCENTIVE PLAN

1.   PURPOSES OF THE PLAN

     The purposes of this Stock Incentive Plan are to attract and retain the
     best available personnel, to provide incentive for management, directors,
     employees of the Company or its subsidiaries and other Board approved
     individuals as the case may be.

2.   DEFINITIONS

     As used herein, the following definitions shall apply:

     (a) "Administrator" means the Board or any of the Committee/s appointed to
     administer the Plan.

     (b) "Applicable Laws" means the legal requirements relating to the
     administration of stock incentive plans, if any, under applicable
     provisions of English and Jersey corporate and securities laws, the rules
     of any applicable stock exchange or national market system, and the laws of
     any other jurisdiction applicable to Awards granted to residents therein.

     (c) "Award" means the grant of an Option over Shares of the Company under
     the Plan,

     (d) "Award Agreement" means the written agreement evidencing the grant of
     an Award executed by the Company and the Grantee, including any amendments
     thereto.

     (e) "Board" means the Board of Directors of the Company.

     (f) "Business Day" means a day (other than a Saturday or Sunday) on which
     banks generally are open in London for a full range of business.

     (g) "Change in Control" means a change in ownership or control of the
     Company as defined in the City Code on Takeovers and Mergers.

     (h) "City Code on Takeovers and Mergers" means the UK City Code on
     Takeovers and Mergers issued from time to time on behalf of the UK Panel on
     Takeovers and Mergers.

     (i) "Committee" means any Committee/s appointed by the Board to administer
     the Plan.

     (j) "Common Stock" means the ordinary shares of the Company.

     (k) "Company" means WNS (Holdings) Limited, Jersey.

     (l) "Continuous Service" means that the provision of services to the
     Company or a Subsidiary in any capacity of Employee or Director, is not


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     interrupted or terminated. Continuous Service shall not be considered
     interrupted in the case of (i) any approved leave of absence, (ii)
     transfers among the Company, any subsidiary, or any successor, in any
     capacity of Employee or Director, or (iii) any change in status as long as
     the individual remains in the service of the Company or a subsidiary in any
     capacity of Employee or Director (except as otherwise provided in the Award
     Agreement). An approved leave of absence shall include sick leave, military
     leave, or any other authorized personal leave. No such leave may exceed
     ninety (90) days, unless reemployment upon expiration of such leave is
     guaranteed by statute or contract or unless specifically approved by the
     Board of the Company.

     (m) "Corporate Transaction" means any of the following transactions :

          (i)  a merger or consolidation in which the Company is not the
               surviving entity, except for a transaction the principal purpose
               of which is to change the jurisdiction in which the Company is
               incorporated;

          (ii) the sale, transfer or other disposition of all or substantially
               all of the assets of the Company (including the share capital of
               the Company's Subsidiaries) in connection with the complete
               liquidation or dissolution of the Company;

          (iii) any reverse merger in which the Company is the surviving entity
               but in which securities possessing more than fifty percent (50%)
               of the total combined voting power of the Company's outstanding
               securities are transferred to a person or persons different from
               those who held such securities immediately prior to such merger;
               or

          (iv) acquisition by any person or related group of persons (other than
               the Company or by a Company-sponsored employee benefit plan) of
               beneficial ownership of securities possessing more than fifty
               percent (50%) of the total combined voting power of the Company's
               outstanding securities (whether or not in a transaction also
               constituting a Change in Control), but excluding any such
               transaction that the Administrator determines shall not be a
               Corporate Transaction.

     (n) "Director" means a member of the Board or the board of directors of any
     Subsidiary.

     (o) "Disability" means that a Grantee is permanently unable to carry out
     the responsibilities and functions of the position held by the Grantee by
     reason of any medically determinable physical or mental impairment. A
     Grantee will not be considered to have incurred a Disability unless he or
     she furnishes proof of such impairment sufficient to satisfy the
     Administrator in its discretion.


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     (p) "Employee" means any person, including an Officer or Director, who is
     an employee of the Company or any Subsidiary. The payment of a director's
     fee by the Company or a Subsidiary shall not be sufficient to constitute
     "employment" by the Company.

     (q) "Fair Market Value" means, either (i) the most recent price per newly
     issued share immediately prior to the grant date, adjusted to reflect any
     material changes in market conditions and differences in the relative
     rights of individual shareholders under the Plan and as determined by the
     Board of the Company; or (ii) such value as agreed by the Board of the
     Company.

     (r) "Grantee" means an Employee or Director who receives an Award pursuant
     to an Award Agreement under the Plan.

     (s) "Immediate Family" means any child, stepchild, grandchild, parent,
     stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
     mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law
     or sister-in-law, including adoptive relationships, any person sharing the
     Grantee's household (other than a tenant or employee), a trust in which
     these persons have more than fifty percent (50%) of the beneficial
     interest, a foundation in which these persons (or the Grantee) control the
     management of assets, and any other entity in which these persons (or the
     Grantee) own more than fifty percent (50%) of the voting interests. This
     term will also include a legal representative of the Grantee.

     (t) "Option" means an option to purchase Shares of the Company pursuant to
     an Award Agreement granted under the Plan.

     (u) "Parent" means a holding company as defined in Article 2 of the
     Companies (Jersey) Law 1991.

     (v) "Plan" means this WNS (Holdings) Limited, Jersey, 2002 Stock Incentive
     Plan.

     (w) "Related Entity" means any Parent, Subsidiary and any business,
     corporation, partnership, limited liability company or other entity in
     which the Company, a Parent or a Subsidiary holds a 20 percent ownership
     interest, directly or indirectly.

     (x) "Related Entity Disposition" means the sale, distribution or other
     disposition by the Company, a Parent or a Subsidiary of all or
     substantially all of the interests of the Company, a Parent or a Subsidiary
     in any Related Entity effected by a sale, merger or consolidation or other
     transaction involving that Related Entity or the sale of all or
     substantially all of the assets of that Related Entity, other than any
     Related Entity Disposition to the Company, a Parent or a Subsidiary.

     (y) "Share" means an ordinary share of the Common Stock.

     (z) "Subsidiary" means in relation to an undertaking ("the Holding
     Undertaking"), any other undertaking in which the Holding Undertaking (or


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     persons acting on its or their behalf) for the time being directly or
     indirectly holds or controls either:

          (a)  a majority of the voting rights exercisable at general meetings
               of the members of that undertaking on all, or substantially all,
               matters; or

          (b)  the right to appoint or remove directors having a majority of the
               voting rights exercisable at meetings of the board of directors
               of that undertaking on all, or substantially all, matters,

     and any undertaking which is a Subsidiary of another undertaking shall also
     be a Subsidiary of any further undertaking of which that other is a
     Subsidiary.

     (aa) "Termination date" means the date on which the notice of termination
     has been served.

     (bb) "Trust" means the WNS Employees' Stock Incentive Plan Trust.

     (cc) "Trustees" means Mourant & Co. Trustees Limited as trustees of the
     Plan, the trustees from time to time of the Trust, and the trustees from
     time to time of any other employee benefit trust established by the
     Company.

3.   STOCK SUBJECT TO THE PLAN

(a)  Subject to the provisions of Section 10, below, the maximum aggregate
     number of Shares which may be issued pursuant to the Awards is 3,613,181
     (three million six hundred thirteen thousand and one hundred eighty one)
     Shares. The Shares to be issued pursuant to Awards may be authorized, but
     unissued, or reacquired Common Stock.

(b)  Any Shares covered by an Award (or portion of an Award) which is forfeited
     or canceled, expires or is settled in cash, shall be deemed not to have
     been issued for purposes of determining the maximum aggregate number of
     Shares which may be issued under the Plan. Shares that actually have been
     issued under the Plan pursuant to an Award shall not be returned to the
     Plan and shall not become available for future issuance under the Plan,
     except that if unvested Shares are forfeited, or repurchased to the extent
     permissible by the Applicable Laws by the Company at their original
     purchase price, such Shares shall become available for future grant under
     the Plan.

4.   ADMINISTRATION OF THE PLAN

(a)  Plan Administrator

     (i)  Administration. With respect to grants of Awards, the Plan shall be
          administered by the Administrator. Once appointed, the Administrator
          shall continue to serve in its designated capacity until otherwise
          directed by the Board.


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     (ii) Administration Errors. In the event an Award is granted in a manner
          inconsistent with the provisions of this subsection (a), such Award
          shall be presumptively valid as of its grant date to the extent
          permitted by the Applicable Laws.

(b)  Powers of the Administrator. Subject to Applicable Laws and the provisions
     of the Plan (including any other powers given to the Administrator
     hereunder), and except as otherwise provided by the Board, the
     Administrator shall have the authority, in its discretion:

     (i)  to select the Employees and Directors to whom Awards may be granted
          from time to time hereunder;

     (ii) to determine whether and to what extent Awards are granted hereunder;

     (iii) to determine the number of Shares or the amount of other
          consideration to be covered by each Award granted hereunder;

     (iv) to approve forms of Award Agreements for use under the Plan;

     (v)  to determine the terms and conditions of any Award granted hereunder;

     (vi) to amend the terms of any outstanding Award granted under the Plan,
          provided that any amendment that would adversely affect the Grantee's
          rights under an outstanding Award shall not be made without the
          Grantee's written consent;

     (vii) to construe and interpret the terms of the Plan and Awards granted
          pursuant to the Plan, including without limitation, any notice of
          Award or Award Agreement, granted pursuant to the Plan;

     (viii) to establish additional terms, conditions, rules or procedures to
          accommodate the rules or laws of applicable jurisdictions and to
          afford Grantees favorable treatment under such laws; provided,
          however, that no Award shall be granted under any such additional
          terms, conditions, rules or procedures with terms or conditions which
          are inconsistent with the provisions of the Plan; and

     (ix) to take such other action, not inconsistent with the terms of the
          Plan, as the Administrator deems appropriate.

5.   ELIGIBILITY

     Awards may be granted to Employees and Directors of the Company and its
     Subsidiaries as the Administrator may determine from time to time.


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6.   TERMS AND CONDITIONS OF AWARDS

(a)  Type of Awards. The Administrator is authorized under the Plan to make
     Awards which are not inconsistent with the provisions of the Plan and that
     by their terms involve or might involve the issuance of an Option, and with
     an exercise privilege related to the passage of time, or other conditions.

(b)  Designation of Award. Each Award shall be designated as an Award in the
     Award Agreement.

(c)  Conditions of Award. Subject to the terms of the Plan, the Administrator
     shall determine the provisions, terms, and conditions of each Award
     including, but not limited to, the Award vesting schedule, repurchase
     provisions, rights of first refusal, forfeiture provisions, form of payment
     upon settlement of the Award, payment contingencies, and satisfaction of
     any other criteria.

(d)  Acquisitions and Other Transactions. The Administrator may issue Awards
     under the Plan in settlement, assumption or substitution for, outstanding
     awards or obligations to grant future awards in connection with the Company
     or a Related Entity acquiring another entity, an interest in another entity
     or an additional interest in a Related Entity whether by merger, stock
     purchase, asset purchase or other form of transaction.

(e)  Early Exercise. The Award Agreement may, but need not, include a provision
     whereby the Grantee may elect at any time while an Employee or Director to
     exercise any part or all of the Award prior to full vesting of the Award.
     Any Shares received pursuant to such exercise may (to the extent permitted
     by the Applicable Laws) be subject to a repurchase right in favor of the
     Company or a Related Entity or to any other restriction the Administrator
     determines to be appropriate.

(f)  Term of Award. The term of each Award shall be the term stated in the Award
     Agreement, provided, however, that the term of an Option shall be no more
     than ten (10) years from the date of grant thereof.

(g)  Transferability of Awards. The Awards 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 Grantee, only by the Grantee.

(h)  Time of Granting Awards. The date of grant of an Award shall for all
     purposes be the date on which the Administrator makes the determination to
     grant such Award, or such other date as is determined by the Administrator.
     Notice of the grant determination shall be given to each Employee or
     Director to whom an Award is so granted within a reasonable time after the
     date of such grant.


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7.   AWARD EXERCISE OR PURCHASE PRICE, CONSIDERATION AND TAXES

(a)  Exercise Price. The exercise or purchase price, if any, for any Shares to
     be acquired under any Award shall be the Fair Market Value at date of
     grant.

(b)  Consideration. Subject to Applicable Laws, the consideration to be paid for
     the Shares to be issued upon exercise of an Award including the method of
     payment, shall be determined by the Administrator. In addition to any other
     types of consideration the Administrator may determine, the Administrator
     is authorized to accept as consideration for Shares issued under the Plan
     the following :

          (i)  cash; or

          (ii) check.

(c)  Taxes. No Shares shall be delivered under the Plan to any Grantee or other
     person until such Grantee or other person has made arrangements acceptable
     to the Administrator for the satisfaction of any foreign or local income
     and employment tax withholding obligations, including, without limitation,
     obligations incident to the receipt of Awards or Shares. By participating
     in the Plan, Grantees agree that, upon exercise of an Award, the Company
     shall withhold or collect from Grantee an amount sufficient to satisfy such
     tax obligations.

8.   EXERCISE OF AWARD

(a)  Procedure for Exercise: Rights as a Shareholder

     (i)  Any Award granted hereunder shall be exercisable at such times and
          under such conditions as determined by the Administrator under the
          terms of the Plan and specified in the Award Agreement.

     (ii) An Award shall be deemed to be exercised when written notice of such
          exercise has been given to the Company in accordance with the terms of
          the Award by the person entitled to exercise the Award and full
          payment for the Shares with respect to which the Award is exercised.
          No adjustment will be made for a dividend or other right for which the
          record date is prior to the date the share certificate is issued,
          except as provided in the Award Agreement or Section 10, below.

(b)  Exercise of Award Following Termination of Continuous Service

     (i)  An Award may not be exercised after the termination date of such Award
          set forth in the Award Agreement and may be exercised following the
          termination of a Grantee's Continuous Service only to the extent
          provided in the Award Agreement.

     (ii) Where the Award Agreement permits a Grantee to exercise an Award


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          following the termination of the Grantee's Continuous Service for a
          specified period, the Award shall terminate to the extent not
          exercised on the last day of the specified period or the last day of
          the original term of the Award, whichever occurs first.

(c)  In case the Company goes into liquidation, all options shall cease to be
     exercisable and shall lapse immediately.

9.   CONDITIONS UPON ISSUANCE OF SHARES

(a)  Shares shall not be issued pursuant to the exercise of an Award unless the
     exercise of such Award and the issuance and delivery of such Shares
     pursuant thereto shall comply with all Applicable Laws, and shall be
     further subject to the approval of counsel for the Company with respect to
     such compliance.

(b)  As a condition to the exercise of an Award, the Company may require the
     person exercising such Award to represent and warrant at the time of any
     such exercise that the Shares are being purchased only for investment and
     without any present intention to sell or distribute such Shares if, in the
     opinion of counsel for the Company, such a representation is required by
     any Applicable Laws.

10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     Subject to any required action by the shareholders of the Company, the
     number of Shares covered by each outstanding Award, and the number of
     Shares which have been authorized for issuance under the Plan but as to
     which no Awards have yet been granted or which have been returned to the
     Plan, the exercise price of such outstanding Award, the maximum number of
     Shares with respect to which Options may be granted to any Employee in any
     fiscal year of the Company, as well as any other terms that the
     Administrator determines require adjustment may be proportionately adjusted
     for (i) any increase or decrease in the number of issued Shares resulting
     from a stock split, reverse stock split, stock dividend, rights issue,
     bonus issue, share consolidation, combination or reclassification of the
     Shares, or similar event affecting the Shares, (ii) any other increase or
     decrease in the number of issued Shares effected without receipt of
     consideration by the Company, or (iii) as the Administrator may determine
     in its discretion, however that conversion of any convertible securities of
     the Company shall not be deemed to have been "effected without receipt of
     consideration." Such adjustment shall be made by the Administrator and its
     determination shall be final, binding and conclusive. Except as the
     Administrator determines, no issuance by the Company of shares of stock of
     any class, or securities convertible into shares of stock of any class,
     shall affect, and no adjustment by reason hereof shall be made with respect
     to, the number or price of Shares subject to an Award.

11.  CORPORATE TRANSACTIONS/RELATED ENTITY DISPOSITIONS

     Except as may be provided in an Award Agreement:


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     (a)  Effective upon the consummation of a Corporate Transaction, all
          outstanding Awards under the Plan shall terminate. However, all such
          Awards shall not terminate if they are, in connection with the
          Corporate Transaction, assumed by the successor corporation or Parent
          thereof.

     (b)  Effective upon the consummation of a Related Entity Disposition, for
          purposes of the Plan and all Awards, the Continuous Service of each
          Grantee who is at the time engaged primarily in service to the Related
          Entity involved in such Related Entity Disposition shall be deemed to
          terminate and each Award of such Grantee which is at the time
          outstanding under the Plan shall be exercisable in accordance with the
          terms of the Award Agreement evidencing such Award. However, such
          Continuous Service shall be not to deemed to terminate if such Award
          is, in connection with the Related Entity Disposition, assumed by the
          successor entity or its parent.

12.  EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall become effective upon the earlier to occur of its adoption
     by the Board or its approval by the shareholders of the Company. No options
     shall be granted after the tenth year anniversary of the effective date of
     the Plan. Subject to Section 17 below and Applicable Laws, Awards may be
     granted under the Plan upon its becoming effective.

13.  AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

(a)  The Board may at any time amend, suspend or terminate the Plan. To the
     extent necessary to comply with Applicable Laws, the Company shall obtain
     shareholder approval of any Plan amendment in such a manner and to such a
     degree as required.

(b)  No Award may be granted during any suspension of the Plan or after
     termination of the Plan.

(c)  Any amendment, suspension or termination of the Plan (including termination
     of the Plan under Section 12, above) shall not affect Awards already
     granted, and such Awards shall remain in full force and effect as if the
     Plan had not been amended, suspended or terminated, unless mutually agreed
     otherwise between the Grantee and the Administrator, which agreement must
     be in writing and signed by the Grantee and the Company.

14.  PROVISION OF SHARES

(a)  The Company, during the term of the Plan, will at all times keep available
     such number of Shares as shall be sufficient to satisfy the requirements of
     the Plan. The Company's requirement in this regard is subject to the
     Company being able to obtain from the members of the Company sufficient
     support for any special resolutions necessary to authorise any required
     increases in the Company's share capital.


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(b)  The inability of the Company to obtain authority from any regulatory body
     having jurisdiction, which authority is deemed by the Company's counsel to
     be necessary to the lawful issuance and sale of any Shares hereunder, shall
     relieve the Company 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.

15.  NO EFFECT ON TERMS OF EMPLOYMENT

     The Plan shall not confer upon any Grantee any right with respect to the
     Grantee's Continuous Service, nor shall it interfere in any way with his or
     her right or the Company's right to terminate the Grantee's Continuous
     Service at any time, with or without cause. Grantees waive all rights to
     damages or compensation in consequence of the termination of office or
     employment with any company for any reason whatsoever (whether lawfully or
     in breach of contract) insofar as these rights arise or may arise from
     ceasing to have any Award or Option under the Plan or from the loss or
     diminution in value of such rights or entitlements.

16.  NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS

     Except as specifically provided in a retirement or other benefit plan of
     the Company or a subsidiary. Awards shall not be deemed compensation for
     purposes of computing benefits or contributions under any retirement plan
     of the Company or a subsidiary, and shall not affect any benefits under any
     other benefit plan of any kind or any benefit plan subsequently instituted
     under which the availability or amount of benefits is related to level of
     compensation.

17.  SHAREHOLDER APPROVAL

     The grant of Options under the Plan shall be subject to approval by the
     shareholders of the Company within six (6) months before or after the date
     the Plan is adopted. Such shareholder approval shall be obtained in the
     degree and manner required under Applicable Laws.


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