Listed Notes will be issued in dematerialised book-entry form in the Specified Denominations and will be registered in the CDSC Account of each Noteholder held with the CDSC in accordance with the CD Act. Unlisted notes will be issued in book entry format in the Specified Denominations by the Registrar.

Title to the listed Notes will be evidenced by means of a book-entry in the CDSC Account of a Noteholder in accordance with the CD Act. Unlisted notes will be issued in book entry format in the Specified Denominations by the Registrar.

The Issuer, the Fiscal and Calculation Agent and Registrar, and the Note Trustee may (to the fullest extent permitted by Applicable Laws) deem and treat the registered owner of any Note as the absolute owner of any such Notes registered in the CDSC Account of such Noteholder (whether or not the Note shall be overdue).

The Issuer may issue listed or unlisted Notes. Unlisted Notes are not regulated by the NSE. Listed Notes will be listed on the FISMS. The applicable Pricing Supplement will specify whether or not a Tranche of Notes will be listed. Unlisted Notes will only be available to "sophisticated investors" as defined in the POLD Regulations and will comply with Applicable Laws.

A Note may be transferred in whole or in part in a Specified Denomination and title to such Notes shall pass upon the book-entry of the transfer of the Note from the CDSC Account of the relevant Noteholder to the CDSC Account of the transferee, in accordance with the CD Act.

The transfer of any listed Note will be subject to such charges as may be levied by the CDSC, CMA, NSE or any other regulatory authority or agency and market intermediary through whom the order is made.

No Noteholder may transfer any interest in any Note to be registered in the CDSC Account during register closed periods.

Nothing contained in the Agency Agreement, the Trust Deed or the Information Memorandum shall preclude the Issuer from, at any time, issuing further Notes or otherwise raising additional capital on these or any other terms and conditions.

From, but excluding, an Issue Date to, and including the relevant Redemption Date, the Notes bear interest at the Interest Rate (as determined below). Interest on each Note will be payable in arrears on each Interest Payment Date.

If any Interest Payment Date falls on a day which is not a Business Day, the following Business Day shall be substituted for such day, unless such Business Day falls in the next calendar month, in which case the immediately preceding Business Day shall be substituted thereof.

The Notes will either be Fixed Rate Notes or Floating Rate Notes, as specified in the relevant Pricing Supplement.

Each Floating Rate Note will bear interest on its Principal Amount from (and including) the relevant Issue Date at the rate of interest (expressed as a percentage per annum) (the "Floating Rate Notes Rate of Interest") equal to the sum of the applicable Floating Rates Note Reference Rate (hereinafter defined) plus the Floating Rate Notes Margin (hereinafter defined) specified in the relevant Pricing Supplement, payable in arrears on the Interest Payment Date(s) specified in the relevant Pricing Supplement.

The Fiscal and Calculation Agent will on the Interest Determination Date apply the relevant benchmark or index (the "Floating Rate Notes Reference Rate") plus the relevant margin (the "Floating Rate Notes Margin") and aggregate them to form the applicable Interest Rate. The Floating Rate Notes Reference Rate and the Floating Rate Notes Margin will be specified in the relevant Pricing Supplement. The Interest Amount payable from time to time for each Interest Period in respect of the Floating Rate Notes will be determined by the Fiscal and Calculation Agent (unless otherwise specified in the relevant Pricing Supplement) two (2) Business Days before each Interest Payment Date.

Each Floating Rate Note shall cease to bear interest from the date of its redemption unless, on the due date of payment thereof, payment of any Principal Amount due thereunder is improperly withheld or refused. In such event, interest will continue to accrue at the Default Rate (if any) as specified in the relevant Pricing Supplement.

Each Fixed Rate Note will bear interest on its Principal Amount from (and including) the relevant Issue Date at the rate of interest (expressed as a percentage per annum) equal to the rate of interest specified in the relevant Pricing Supplement, payable in arrears on the Interest Payment Dates specified in the relevant Pricing Supplement.

Each Fixed Rate Note shall cease to bear interest from the date of its redemption unless, on the due date of payment thereof, payment of any Principal Amount due thereunder is improperly withheld or refused. In such event, interest will continue to accrue at the Fixed Rate Notes Default Rate as specified in the relevant Pricing Supplement.

The interest payable in respect of any Note for any Interest Period shall be calculated by multiplying the product of the Interest Rate and the outstanding Principal Amount of such Note by the Day Count Fraction, unless interest (or a different formula for its calculation) is specified in the relevant Pricing Supplement in respect of such Interest Period, in which case the interest payable in respect of such Note for such Interest Period shall be the amount specified in the relevant Pricing Supplement (or be calculated in accordance with such formula).

"Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this Condition:

if "Actual/364" is specified in the relevant Pricing Supplement, the actual number of days in the Interest Period divided by 364 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 364);

if "Actual/Actual" or "Actual/365" is specified in the relevant Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

if "Actual/364 (Fixed)" is specified in the relevant Pricing Supplement, the actual number of days in the Interest Period divided by 364;

For the purpose of any calculation of interest pursuant to these Terms and Conditions (unless otherwise specified in the Conditions or the relevant Pricing Supplement), (i) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (ii) all figures shall be rounded to seven significant figures (with halves being rounded up) and (iii) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up). For these purposes "unit" means the lowest denominated amount of the currency.

As soon as practicable after an Interest Determination Date, the Fiscal and Calculation Agent will cause the Interest Rate, the interest payable in respect of each Interest Period and the relevant Interest Payment Dates and, if required to be calculated, the amounts due on the Final Redemption Amount, the Early Redemption Amount, or the Optional Redemption Amount, to be notified to (i) the Issuer, (ii) the Noteholders, (iii) the Note Trustee (iv) any other agent appointed in respect of the Notes, and (v) if the Notes are listed on a stock exchange and the rules of such exchange so require, such exchange, as soon as possible after their determination, but in no event later than the 5th Business Day after all such determinations are complete.

Where any Interest Payment Date or Interest Period is subject to adjustment pursuant to Condition 4.4(a), the interest and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) and such amendment will be promptly notified to the Noteholders in accordance with Condition 4.11 (Notices).

If the Notes become due and payable under an Event of Default, the accrued interest and the Interest Rate payable in respect of the Notes shall nevertheless continue to be calculated in accordance with this Condition but no publication of the Interest Rate or the interest so calculated shall be required to be made. The calculation and determination of the Interest Rate or the interest by the Fiscal and Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

If the Fiscal and Calculation Agent is unable to determine the Floating Rate Notes Reference Rate for any particular Interest Period in accordance with the provisions of Condition 4.4 (c) above or the relevant Pricing Supplement, then unless otherwise specified in the relevant Pricing Supplement, the Floating Rate Notes Reference Rate for that particular Interest Period shall be deemed to be the Interest Rate that applied to the that Tranche of the Notes during the immediately preceding Interest Period, subject to any adjustments to reflect the change in the Floating Rate Margin.

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4.4 (Interest), by the Fiscal and Calculation Agent shall (in the absence of willful default, bad faith or manifest error) be binding on all parties and (in the absence of the aforesaid). The Fiscal and Calculation Agent shall not be liable to the Issuer or the Noteholders in connection with the exercise or failure to exercise by the Fiscal and Calculation Agent of its respective powers, duties and discretions pursuant to such provisions.

Each Note will cease to accrue interest from the date of its redemption unless, on the due date of payment thereof, payment of the Principal Amount is improperly withheld or refused. In such event, interest will continue to accrue until the earlier of:

i. the date on which all amounts due in respect of such Note have been paid by the Issuer to the Noteholder (if no Fiscal and Calculation Agent has been appointed under the Agency Agreement); and

ii. the date on which all amounts due in respect of such Note have been received by the Fiscal and Calculation Agent and notice to that effect has been given to the Noteholders in accordance with Condition 4.11 (Notices).

i. Payment and settlement of the amount specified in the Pricing Supplement as the Final Redemption Amount(s) will be made by the Fiscal and Calculation Agent in accordance with the CD Act, where applicable.

ii. Payment and settlement of the Early Redemption Amount(s) will be made by the Fiscal and Calculation Agent in accordance with the CD Act where applicable, Trust Deed, and the provisions of the relevant Pricing Supplement.

iii. Payment of instalments of principal (other than the Final Redemption Amount(s) and Early Redemption Amount(s)), interest and other amounts due in respect of the Notes will be paid to the holder of the Notes appearing on the CDSC Account as at the Record Date.

iv. Subject to Condition 4.5(b)(i), payment of interest and Principal Amounts in excess of Kenya Shillings one million (KES 1,000,000) shall be made by the Fiscal and Calculation Agent via RTGS to the account designated for such purpose by the Noteholder. Payment by RTGS shall be a valid discharge of the Issuer's obligations to pay interest and any Principal Amount. In the event that for any reason, payment by means of RTGS is not possible, payment will be made by EFT or cheque in the manner set out in the remainder of this Condition 4.5 (Payments).

v. Payment of interest and Principal Amounts less than Kenya Shillings one million (KES 1,000,000) may at the election of the Noteholder be made through EFT, RTGS, or cheque drawn on a bank in Kenya and posted to the address as recorded in the CDSC Account of the Noteholder, on the Business Day not later than the relevant due date. Payment by EFT, RTGS or cheques shall be a valid discharge of the Issuer's obligations to pay interest and any Principal Amount.

vi. Neither the Issuer, the Note Trustee nor the Fiscal and Calculation Agent will be responsible for any loss in transmission of any cheque posted by way of registered post and the postal authorities shall be deemed to be the agent of the Noteholders for the purposes of all cheques so posted.

i. Where payment is to be made by RTGS or EFT to a Noteholder's account, payment instructions will be initiated on the due date for payment of interest and/or the Principal Amount (in the event of a partial or full redemption), or the Redemption Amount on redemption, as the case may be.

ii. Where payment is to be made by cheque, the cheque will be posted by registered post (i) on the Business Day immediately preceding the due date for payment of interest or the Principal Amount (in the event of a partial or full redemption) as applicable.

iii. If any day for payment of any amount of principal or interest in respect of any Note is not a Business Day, then the Noteholder thereof shall not be entitled to payment until the next following Business Day nor be entitled to any interest or other sums in respect of such postponed payment.

iv. If (otherwise than by reason of the application of paragraph (i) above (a) any payment of the Principal Amount is withheld or refused when due in respect of any Note, or (b) any interest is not paid when due (the defaulted amounts mentioned in (a) and (b) above being referred to in this Condition as "Defaulted Amounts") then interest shall accrue on each such Defaulted Amount at the Default Rate and shall be paid to a person who is shown as the Noteholder on the relevant Record Date.

"Default Rate" means the Interest Rate plus a margin as specified in the Pricing Supplement.

The currency of account and for any sum due from the Issuer hereunder is Kenya Shillings.

Any reference in these Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

i. the instalments specified in Condition 4.5 (a) (iii) (Method of payment);

ii. the Early Redemption Amounts; and

iii. any premium and any other amounts, excluding Interest, which may be payable by the Issuer under or in respect of the Notes.

Unless previously redeemed or purchased and deleted from the relevant Noteholder's CDSC Account, each Note shall be redeemed on the date so specified in the relevant Pricing Supplement relating to that Tranche of Notes.

The Issuer may redeem all or part of the Principal Amount of the Notes earlier than the date set out in Condition 4.6(a) (Redemption) (together with interest accrued to the new date of redemption) subject to the following conditions:

i. the Fiscal and Calculation Agent has received from the Issuer not less than [15 and not more than 30] days prior written notice (or such other notice period, if any, as is indicated in the relevant Pricing Supplement), which written notice shall have been first approved by the Note Trustee. The Notice shall be accompanied by a draft public announcement which, once approved by CMA shall be given to the Noteholders in accordance with Condition 4.11 (Notices), specifying the date on which the Principal Amount is to be redeemed and the terms of the redemption;

ii. each partial redemption shall be of an aggregate Principal Amount of not less than Kenya Shillings 500 million and an integral multiple of Kenya Shillings 50 million; and

iii. except as otherwise stated in the notice, no early redemption may be made before the date stipulated in the applicable Pricing Supplement.

The amount of each early redemption shall be applied to the instalment amounts in inverse order of maturity (unless otherwise advised in writing by the Issuer), and pro rata against the Issuer's obligations under the Notes.

For the avoidance of doubt, the consent of the Noteholders will not be required for an early redemption carried out pursuant to this Condition 4.6 (b) (Early Redemption).

The Issuer may at any time purchase Notes at any price in the open market or otherwise, subject to any approvals required from the CMA or the NSE or to any other restrictions under Applicable Laws. In the event of the Issuer purchasing Notes, such Notes may be held or resold, or at the discretion of the Issuer, cancelled. All Notes which are redeemed or purchased by or on behalf of the Issuer may be cancelled by giving notice to that effect to the Registrar, the Fiscal and Calculation Agent, the Note Trustee and the CDSC.