TRUST DEED

THIS DEED is made the day of Two Thousand and

One BETWEEN NNNNNNNNNNNN COMPANY (KENYA) LIMITED a Limited
Liability Company incorporated in the Republic of Kenya and whose postal address for the
purpose of this instrument is Post Office Box Number ,,,,,,,,,,,,,,,,, Nairobi aforesaid
(hereinafter called “the Company” which expression shall where the context so admits
include its successors and assigns) of the one part and all
care of the Company and of Post Office Box Number ,,,,,,,,,,,,,,, Nairobi (hereinafter called
"the Trustees" which expression shall where the context so admits include the survivors or
other Trustees for the time being of this Deed) of the other part:

WHEREAS:-

(A) By a Deed dated .. (hereinafter called “the Existing

Deed”) the Company established a Retirement Benefits Plan known as the
AAAAAAAAAAAAAAAAAAAAA Limited Staff Pension Plan (herein after
called “the Plan”) with the main object of providing on retirement, in respect of
certain of the Company’s employees who became Participants, pensions or similar
benefits related to their service with the Company.

(B) The Company and the Trustees have determined to amend the Existing deed so
that it may comply with the provisions and regulations made under The
Retirement Benefits Act, 1997.

(C) The Company and the Trustees are respectively the present company and trustees
for purposes of the Plan.

NOW THIS DEED WITHNESSETH AND IT IS HEREBY AGREED AND

DECLARED as follows:

1
1. DEFINITIONS
Unless the context otherwise determines

1.1 "Act" shall mean the Retirement Benefits Act, 1997 as amended.

1.2 “Approved Issuer” shall have the same meaning as ascribed to it in the
Regulations.

1.3 “Authority” shall mean the Retirement Benefits Authority established under the
Retirement Benefits Act.

1.4 “Beneficiary" means a person or person designated by a Participant to receive any

benefits payable from the Plan on the death of the Participant in accordance with
this Deed.

1.5 “Board of Directors" shall mean the Board of Directors of NNNNNNNNNNN

Company (Kenya) Limited.

1.6 “Company" shall mean NNNNNNNNNNNNNN Company (Kenya) Limited or

any successor by merger, purchase or otherwise, with respect to its Employees; or
any other company participating in the Plan as provided in this Deed.

1.7 “Compensation" means, for purposes of determining the amount of contributions

to the Plan on behalf of any Participant for a Plan Year, the total amount of
compensation received by the Participant for services rendered to the Company,
excluding, by way of example and not by way of limitation, any commissions,
bonuses, premium pay, overtime, allowance, or special pay.

1.8 “Custodian” means a custodian registered by the Authority and who has been
appointed by the Trustees.

2
1.9 “Defined Contribution scheme” means a pension plan in respect of which the
contributions whether from the employer or employee are fixed.

1.10 “Dependant” means any person who at the time of a Participant’s death was
wholly or substantially dependent on the Participant for his maintenance and
support.

1.11 “Deposit Administration Policy” means the guaranteed policy of insurance

entered into by the Trustees with an insurance company for the investment of the
assets of the Plan.

1.12 “Early Retirement” means retirement from service with the Company or an
Affiliated Employer on or after the first day the month coinciding with or next
following the date on which a Participant reaches age 55 and has completed at
least 5 Years of Service or any later age after the Participant completes at least 5
Years of Service.

1.13 “Eligible Retirement Plan” means a Retirement Benefits Scheme registered with
the Authority.

1.14 “Employee” shall mean any salaried person employed by the Company in Kenya
or employed by the Company abroad as a salaried member on the payroll of the
Company. "Employee" shall not include any person paid on an hourly or daily
basis or any person who is employed on a casual or temporary basis for less than
one year.

1.15 “Employee Allocation Account” means the separate account established in the
name of a Participant pursuant to this Deed to record the Employee’s
contributions to the Plan on behalf of the Participant.

3
1.16 “Employer” means the Company and includes any other company participating in
the Plan as provided in this Deed.

1.17 “Employer Allocation Account” means the separate account established in the
name of the Participant pursuant to this Deed to record the Employer’s
contributions to the Plan on behalf of the Participant

1.18 “Entry Date” means the date on which the individual becomes an employee under
and eligible to participate in the Plan.

1.19 “Forfeiture” means any portion of a Participant's Employer Allocation Account

that is forfeited on account of the Participant's termination of employment prior to
full vesting under the terms of this Deed.

1.20 “Guaranteed Fund” shall have the same meaning ascribed to it in the Retirement
Benefits Regulations.

1.21 “Manager” means a manager registered by the Authority and who has been
appointed by the Trustee to manage the assets of the Plan.

1.22 “Member” means a Participant as hereinafter defined.

1.23 “Normal Retirement Age” means the date a Participant attains age 60.

1.24 “Normal Retirement Date” shall mean the first day of the calendar month
coincident with or next following the 60th anniversary of an Employee's birth.

1.25 “Participant” shall mean any eligible Employee who becomes a Participant in the
Plan in accordance with this Deed. Where so indicated in the context,
"Participant" also refers to a person who has attained pension eligibility under this

4
 Plan including a person who is retired and is receiving or is entitled to receive
pension benefits described in this Plan.

1.26 “Participant Allocation” means that portion of the fund allocated to the Participant

1.27 “Plan” shall mean the American Life Insurance Company Limited (Kenya) Staff
Pension Plan as described herein and as may be amended from time to time.

1.28 “Plan Administrator” means the Plan Administrator appointed by the Trustees in
accordance with this Deed.

1.29 “Plan Year” means the calendar year.

1.30 “Regulations” mean the Regulations made under the Retirement Benefits Act.

1.31 “Spouse” means a wife or husband to whom a Participant is married or was so

married immediately before his death by any ceremony (whether monogamous or
not) that would be recognized by a Court of Law in Kenya.

1.32 “Trust” means the fund maintained by the Trustee for the investment of the assets
of the Plan in accordance with the terms and conditions of the Trust Agreement.

1.33 “Trust Deed (or Deed)” means the principal deed constituting the Plan and to
which the Rules constitute the Schedule, and any deed expressed to be
supplemental thereto.

1.34 “Trustees” means the individuals or corporate trustee nominated by the Company
and members of the Plan as Trustees pursuant to this Deed.

2. INTERPRETATION

5
 In this Deed, unless the context otherwise determines:

2.1 The singular includes the plural and vise versa.

2.2 A reference to a statutory provision includes and amendment or enactment of it, a

corresponding earlier enactment, and subordinate legislation made under a
statutory provision.

2.3 The headings and indexes in the Trust Deed are for convenience only and do not
affect its interpretation.

3. ESTABLISHMENT OF PLAN
3.1 Establishment
3.1.1 This Deed confirms the establishment of the Plan with effect from the
Commencement Date and is the definitive deed which will govern the
operation of the Plan.

3.1.2 The registered Office of the Plan shall be ..

3.1.3 Nothing in this deed invalidates or affects any act or the exercise of any
power, discretion or right before the date of this deed by the Trustees or
the Company.

3.1.4 The Company and the Trustees undertake to make any amendments to this
Deed which are required to secure its approval by the Authority.

3.1.5 The Appointment of the Trustees named above as the Trustees of the Plan
is hereby confirmed.

3.1.6 The main object of the Plan is the provision for employees of the
Company on retirement from the service of the Company, or for their

6
 dependants on the death of those employees, pensions or similar periodical
benefits related to their service with the Company.

3.1.7 The assets of the Plan shall be held by the Trustees under irrevocable
trusts to be applied in/or towards the provision of benefits in accordance
with this Deed.

4. PLAN DOCUMENTS

4.1 The rules are part of this deed.

4.2 Amendment
4.2.1 Subject to the Rules, the Trustees have power at any time and from time to
time with the consent of the Company to amend the trusts, powers and
provisions contained in this Deed and any deed executed supplemental to
it, except that no such amendment, alteration or modification shall be
made which:
4.2.1.1 Varies the main object of the Plan expressed in clause 3.1.6 shall
not be amended.
4.2.1.2 Authorises the payment of any part of the assets of the Fund to the
Company (otherwise than upon the dissolution of the Plan).
4.2.1.3 Reduces the accrued benefit of any member except with the
consent of such member.
4.2.1.4 Reduces the rates of contributions by or in respect of any of the
Members except (in either case):
(a) with the consent of the Members or Members affected.
(b) To such extent as may be necessary to secure the Plan’s
compliance with the law or continued registration for
Income Tax purposes.
4.2.1.5 Extends the operation of the Plan beyond the trust period.

7
 4.2.1.6 Prejudices or causes the withdrawal of the Authority or the
Commissioner of Income Tax to the Deed.

4.2.2 The power to amend this Deed may be exercised at any time (including
during a winding-up or partial winding-up of the Plan) and includes power
to amend retrospectively.

4.2.3 Every exercise of the power to amend this Deed shall be by deed executed
by the Company and by the Trustees.

4.2.4 No amendment to this Deed shall become effective until the same shall
have been submitted to and approved by the Commissioner of Income Tax
and the Authority.

5. THE FUND
5.1 Assets of the Plan
5.1.1 The Fund to which the trusts of the Plan shall apply shall consist of money
and other assets received by the Trustees in accordance with the
provisions hereof, and all income derived from them.

5.1.2 No Participant shall have any interest in any part of the Fund which
constitutes an actuarial or other surplus, except in accordance with the
provisions of this Deed.

5.2 Participants’ Contributions

The Participants shall pay their Contributions to the Plan, the amounts being
calculated in accordance with Rule 2 of the Rules.

5.3 Company’s Contributions

5.3.1 The Company shall its share of the Contributions to the Plan, the amounts
being calculated in accordance with Rule 2 of the Rules.

8
 5.3.2 The liability of the Company to pay contributions under this clause 5.3 is
subject to the provisions of this Deed as to the Company’s right to reduce,
suspend or terminate contributions.

5.3.3 The Company has the right, exercisable by notice in writing to the
Trustees, to reduce or suspend its liability to pay contributions to the Plan,
subject to Approval by the Authority.

5.4 Donations
The Trustees may accept donations or bequests from any source and in any form, and
payments or refunds made to the Plan under a statutory provision, as additions to the
Fund.

6. INVESTMENT AND APPLICATION OF THE FUND

6.1 Basic Powers.

6.1.1 The Trustees may invest and apply the Fund in any form of investments or
applications (whether involving liability or not, whether income-producing
or not, wherever situated), provided that the Trustees shall not invest and
apply the Plan in any form of investments or applications not authorised
by law or the Act and Regulations.

6.1.2 The Trustees shall, in agreeing their investment strategy, take into account
the interests of the Company.

6.2 Safe Custody

The Trustees shall place securities, assets and documents of title relating to the Plan in
safe custody with the Custodian appointed under clause 10. Where documents of title are
placed in safe custody:

9
 6.2.1 the documents shall be held to the order of the Trustees, and

6.2.2 the Trustees are not responsible for their loss or destruction.

6.2.3 For purposes of this clause 6.2 documents of title include a contract or
policy document (in the case of a guaranteed fund as defined in the
Regulations).

7. ACCOUNTS, DISCLOSURE, REPORTS AND RECORDS

7.1 Audited Accounts
7.1.1 Timing. The Trustees shall obtain, as soon as reasonably practicable (and
not more than six months) before the end of each Plan Year, audited
accounts for that Plan Year in accordance with the Regulations.

7.1.2 Auditor. To obtain the audited accounts, the Trustees shall appoint an
auditor to the Plan (the “Auditor”) who shall be a member of the Institute
of Certified Public Accountants of Kenya and may remove and replace the
Auditor. An appointment or removal, or the resignation of the Auditor,
and all other matters relating to the performance of his/her duties, shall be
subject to the Regulations.

7.2 General disclosure

7.2.1 Disclosure Regulations. The Trustees shall comply with the Regulations,
including furnishing or making available (as appropriate) the following, at
the intervals and to the persons prescribed under the relevant Regulations:
(a) the contents of the Trust Deed, and of any other documents
referred to in the Regulations,
(b) the basic information about the Plan referred to in the Regulations,
and
(c) audited accounts together with Members’ statements as required by
the Regulations.

10
 (d) the other information referred to in the Regulations,

7.2.2 Essential Features. The Trustees shall use reasonable endeavours to

ensure that every Employee who is, or has a right to be, a Participant has
been given written particulars of all essential features of the Plan which
concern him.

7.3 Reports
The Trustees shall make available the requisite reports (and notify its availability) at the
intervals and containing the information and to the persons prescribed under the
Regulations.

7.4 Records
7.4.1 Record of Participants. The Administrator shall keep a complete record
of all Beneficiaries, and of all retirements, deaths, withdrawals, transfers
and other information necessary to be recorded for the proper working of
the Plan and as required by the Regulations.

7.4.2 Supply of information. The Administrator may require the Company or

Participant to supply all relevant information, including the remuneration
and other entitlements, dates of joining or leaving any employment, births,
deaths, marriages, divorces, adoptions and court orders. The Trustees may
make the supply of appropriate certificates or other evidence of these
matters (as determined by the Trustees) a condition of payment of or
entitlement to any benefit.

8. TRUSTEES’ COVENANTS
The Trustees hereby covenant with the Company:

11
8.1 To manage and administer the Trust on behalf of and in accordance with the
provisions of the Act, the Regulations and this Deed.

8.2 To hold such benefits for the persons entitled thereto and in the manner prescribed
by this Deed.

8.3 To comply with the provisions of this Deed

9. TRUSTEES’ PROCEDURE

9.1 General
9.1.1 A corporate body (whether or not it is a trust corporation) may be the sole
Trustee or one of the Trustees.

9.1.2 (Except where the Trustees are a corporate body which is the sole Trustee)
the number of the Trustees shall not be more than seven nor less than
three. If their number is reduced below three, the powers of the Trustees
shall not be suspended but the necessary replacement Trustee shall be
appointed as soon as practicable.

9.1.3 Subject to the other provisions of this clause 9, the Company has (with the
consent of the Trustees) each of the following powers:
(a) to appoint one or more new or additional Trustees;
(b) to remove any Trustee from office; and
(c) to appoint a Trustee in the place of a Trustee who is removed from
or vacates office.

9.1.4 The powers referred to in clause 9.1.3 are exercisable by a deed executed
by the Company, the Trustees and the person who is appointed by the deed
as a new, additional or replacement Trustee. PROVIDED ALWAYS that:

12
 (a) The Participants shall be entitled to nominate a Trustee or Trustees
to the Board of Trustees provided that the number of Trustees so
nominated by the Participants shall not be less that a third of the
number of Trustees in the Board of Trustees.
(b) The powers of the Company in this clause 9.1.3 can only be
exercised in accordance with this Deed, the Act and the
Regulations.

9.1.5 A Trustee is treated as having vacated office if:

9.1.5.1 (being an individual) he dies or becomes bankrupt;
9.1.5.2 (being an individual) he remains out of Kenya for more than twelve
(12) months.
9.1.5.3 (being an individual) his employment with the Company ceases for
any reason.
9.1.5.4 (being a corporation) it goes into Liquidation; or
9.1.5.5 (whether an individual or corporation) he retires by giving not less
than four weeks’ notice in writing to the Company.
9.1.5.6 (whether an individual or corporation) becomes disqualified from
holding office by virtue of the provisions of the Act or Regulations.

9.1.6 A Trustee may be removed from office for refusal or inability to perform
the functions of his office (whether arising from infirmity of body or mind
or from any other cause) or for misconduct.

9.1.7 A Trustee shall be removed from office in accordance with clause 9.1.6 if
the question of his removal has been referred to a committee appointed
under clause 9.1.8 and the committee has recommended that that the
Trustee ought to be removed from office for the reasons stipulated in
clause 9.1.6.

13
 9.1.8 If the Company or the one of the Trustees represents to the Board of
Trustees that the question of removing a Trustee under this clause ought to
be investigated, then:

9.1.8.1 The Board of Trustees shall appoint a committee (“the Committee”)

which shall consist of a chairman and two other members selected by
the Board of Trustees from among the following persons:
(a) A representative from the Company.
(b) A representative of the Participants.
(c) A representative of the Board of Trustees, who shall be the
Chairman of the Committee.

9.1.8.2 The Committee shall inquire into the matter and report on the facts
thereof to the Board of Trustees and recommend to the Board of
Trustees whether that Trustee ought to be removed under this clause 9.

9.1.9 Where the question of removing a Trustee from office has been referred to
a Committee under this clause 9, the Board of Trustees may suspend that
Trustee from exercising the functions of his office and any such
suspension shall be revoked by the Board of Trustees if that Trustee if the
finding of the Committee investigating him is that he should continue to
hold office.

9.2 Corporate Trustee.

9.2.1. The powers of a corporate Trustee may be exercised by its directors,
acting in accordance with its articles of association.

9.2.2. The Company may appoint a corporate body to be a Trustee or the sole
Trustee hereof upon such terms as to remuneration as at or prior to its
appointment may be agreed in writing between such corporation and

14
 the Company. The Company may also remove such corporation as a
trustee in accordance with this Deed.

9.3. Individual trustees (meetings and power to act by majority). If the

Trustees are or include individuals, the Trustees may make regulations
governing the holding of their meetings and the transaction of business at
their meetings. A majority of the Trustees present at a Trustees’ meeting (of
which notice has been given to all the Trustees) constitutes a quorum. The
Company shall appoint one of the Trustees to be the chairman of their
meetings, or of one or more particular meetings. If the number of Trustees
present and voting at a Trustees’ meeting exceeds two, the Trustees may act
by a majority and (in the case of an equality of votes) the chairman of the
meeting shall have a second vote.

9.4. Individual Trustees (resolutions). If the Trustees are or include individuals,

a resolution in writing signed by a majority of the Trustees (but of which due
notice has been given to all the Trustees) is as effectual as if it had been
passed at a meeting of the Trustees. A resolution may consist of one or more
documents in similar form each signed by one or more of the Trustees.

9.5. The Trustees shall elect from their number a Chairman and shall appoint a
Secretary, who may but need not be one of the Trustees provided that the Plan
Administrator may not be appointed Chairman.

9.6. The Trustees may appoint from their number such committees with such
powers as they shall determine, may authorize one or more of their number or
any agent to make any payment in their behalf, or to execute or deliver any
instrument, may designate an Employee of each participating company to
maintain such records as may be necessary to administer the Plan, and may
retain or appoint such counsel, accountants and actuaries and may employ

15
 such agents, clerical and medical services as they may require in carrying out
the provisions of the Plan.

9.7. The Trustees shall hold meetings upon such notice, at such place or places,
and at such time or times as they may from time to time determine.

9.8. A majority of the Trustees at the time in office shall constitute a quorum for
the transaction of business. All resolutions or other actions taken by the
Trustees may be made by the vote of a majority of the Trustees present at a
meeting or in writing signed by a majority of the members at the time in
office without a meeting.

9.9. No Trustee who is also an Employee of the Company shall receive any
compensation for his services as such. Except as otherwise provided by the
Regulations no bond or other security need be required of any Trustee.

9.10. Subject to the limitations of the Plan, the Trustees shall from time to time
establish rules for the administration of the Plan and the transaction of its
business. Unless delegated to an appointed Plan Administrator, the Trustees
shall have the powers and discretionary authority to interpret the Plan to
decide any and all matters arising thereunder, including the right to remedy
possible ambiguities, inconsistencies or omissions. All interpretations,
determinations and decisions of the Trustees in respect of any matter
hereunder shall be finally conclusive and binding on all parties affected
thereby.

16
10. GENERAL POWERS OF TRUSTEES

10.1 Administrator, Custodian or Manager

10.1.1 The Trustees may appoint an Administrator, Custodian or Manager for the
Plan (whether individual or corporate) who or which are authorised under
the Act and the Regulations. The Trustees may delegate to such
Administrator, Custodian or Manager any of the powers, duties and
discretions vested in or required from the Trustees as to the investment,
application or custody of the Fund. The Trustees may appoint and remove
such Administrator, Custodian or Manager in accordance with the Act,
Regulations and the Plan.

10.1.2 The appointment of the Administrator, Custodian or Manager shall be in

writing and the Trustees shall determine and specify their terms and
conditions of service in the instrument of appointment or otherwise in
writing from time to time.

10.1.3 The Administrator, Custodian or Manager appointed under clause 10.1

shall have all the powers necessary for the performance of their duties as
prescribed by the Act, Regulations and this Deed or as determined by the
Trustees from time to time.

10.2 Advice
10.2.1 The Actuary. The Trustees shall (unless exempted in accordance with the
Regulations) appoint an actuary to the Plan (“the Actuary”) who is
qualified in accordance with the Act and regulations or any other statutory
provision. The Trustees may in similar manner remove and replace the
Actuary from time to time. The Trustees shall obtain actuarial advice in
relation to the Plan whenever they are required under this Deed or by any
statutory provision to do so, and may do so at other times if they consider
it necessary or desirable.

17
 10.2.2 Other Advisers. Subject to the provisions of the Regulations, the
Trustees may appoint, remove or replace, or act upon the advice or
opinion of, other professional persons who in the Trustees’ opinion are
competent to give advice to the Trustees, or to those to whom they have
delegated any function or power.

10.2.3 Acting on advice. The Trustees (or a delegate) and the Company may act
in good faith on advice received from an adviser (including the Actuary).
The Trustees (or a delegate) or the Company shall not be liable in respect
of the consequences of advice which either is incorrect or produces
adverse results. Provided that where such advice is rendered negligently,
the Trustees shall maintain an action against such advisor.

11. GENERAL POWERS OF TRUSTEES

11.1 Determinations
Subject to the powers reserved to the Company by this Deed and to any statutory
provision, the Trustees may determine questions and matters of doubt arising
under the Plan. For this purpose, the Trustees may act upon evidence or
presumptions (whether admissible as evidence in law or not) which they think
appropriate. The Trustees need not give reasons for a determination (except to or
on the order of a tribunal or Court of competent jurisdiction), and their
determinations shall be binding on the persons concerned.

11.2 Time limits

Where a time limit is prescribed by this Deed or otherwise, the Trustees may in their
discretion waive the limit. This power does not apply in the case of a statutory duty.

18
11.3 Ratification
The Trustees may ratify an administrative action or omission which has taken place in
relation to the Plan (although not expressly authorised by the terms of this Deed) where
they consider that the action or omission has not had serious adverse effect on any benefit
or contravened any provisions of the Act and Regulations.

11.4 Legal Proceedings

Unless otherwise required by this Deed, the Trustees need not institute or defend legal
proceedings in relation to the Plan.

12. TRUSTEES’ LIABILITY AND INDEMNITY

12.1 General law

The Trustees are entitled to all reliefs and indemnities conferred on
trustees by law.

12.2 Exclusion Of Liability

In addition, no Trustee shall (as a Trustee or in exercise of rights or powers under
this Deed) incur personal liability, except:

12.2.1 in respect of fraud, or wilful and knowing breach of trust actually

committed by that Trustee, and
12.2.2 (in the case of a corporate Trustee which is engaged in the business of
providing a trustee service for payment) liability for negligence.

12.3 Personal Interest

A Trustee who is a Participant may retain any benefits to which he is
entitled under the Plan. No decision, opinion or exercise of a power by the
Trustees shall be invalidated or questioned on the ground that a Trustee

19
 had a personal interest in the outcome, subject to the exceptions set out in
clause 12.2.

12.4 Indemnity
12.4.1 The Company shall indemnify the Trustees against actions, proceedings,
claims and demands, and costs and damages incurred by or claimed from
them in relation to the Plan, subject to the exceptions set out in clause
12.4.2 The indemnity also applies to liability of the Trustees arising from the act
or default of a director, employee, manager, custodian, agent or adviser
under this Deed.

12.5 Indemnity Insurance

The Trustees shall effect trustee indemnity insurance in their own names
and the premiums shall be treated as expenses to the Plan. To the extent
that insurance cover applies, the liability of the Company under clause
12.4 shall be proportionately reduced.

12.6 Other Provisions

The provisions of this clause 12 are in addition to, and do not limit, any
provision in this Deed restricting liability of the Trustees.

12.7 Meaning of Trustee

For the purpose of this clause 12, reference to a Trustee includes a director or employee
of a corporate Trustee.

13. VARIATION OF PARTIES

13.1 Substituted Employer
13.1.1 A substitution of a new Employer may be made if:
(a) in the opinion of the existing Employer and the Trustees it is
desirable, having regard to the main object of the Scheme, that a

20
 person (the “New Employer”) should become the Employer in
substitution for the existing Employer (the “Old Employer”) and
(b) the Trustees are satisfied that the substitution will not prejudice
approval by the Authority or the Commissioner of Income Tax.

13.1.2 A substitution may be made only by deed executed by the Trustees, the
New Employer and the Old Employer.
13.1.3 The deed shall contain a covenant (which may include a retrospective
covenant) by the New Employer with the Trustees to undertake all the
liabilities of the Employer under the Plan. The deed may also contain a
discharge of the Old Employer from all further liabilities under the Plan
(except to the extent that the Old Employer may undertake the liabilities of
an Associated Company).

13.2 Associated Companies

9.2.1 A person (a “Participating Company”) which is approved by the Authority
or other relevant governmental regulatory body as sufficiently associated
with the Company may, with the consent of the Company, become a
Participating Company participating in the Plan.

9.2.2 The Participating Company shall enter into a Deed of Adherence with the
Company and the Trustees, containing a covenant (which may include a
retrospective covenant) to undertake the liabilities of a company under the
Plan.

9.2.3 The participation of a Participating Company may be on special terms

determined by the Company and the Trustees but not so as to prejudice
approval by the Authority or the Commissioner of Income Tax.

14. TERMINATION OF COMPANYS’ CONTRIBUTIONS

14.1 Voluntary Termination of Contributions

21
 14.1.1 The Company may by notice in writing to the Trustees, terminate its
liability to pay contributions to the Plan for benefits accruing after the
effective date of the notice in respect of all of the Participants who are or
were its Employees.
14.1.2 A reference in this clause 14 to the liability of the Company to pay
contributions includes a liability or right of its Employees to pay
contributions.

14.2 Termination Events

Each of the following is a “Termination Event” for the purposes of this clause 14:
14.2.1 The termination of liability by the Company to pay contributions to the
Plan in respect of all or a group of the Participants who are or were its
Employees.

14.2.2 The failure by the Company to pay contributions due from it, on the expiry
of a reasonable period of notice (not exceeding six months) given to it by
the Trustees in this connection.

14.2.3 The Company going into Liquidation.

14.2.4 The Company ceasing to be eligible to participate in the Plan within the
terms of the approval of the Commissioner of Income Tax.

14.2.5 The Company selling its undertaking whether for the purpose of
amalgamation or reconstruction or otherwise and some other employer
shall not enter into a deed in accordance with clause 14 hereof to
undertake the rights and obligations under the Plan of the Company when
so selling or going into liquidation.

22
 14.2.6 The Company failing to remedy a breach of its obligations under this
Deed, on the expiry of a reasonable period of notice (not exceeding six
months) given to it by the Trustees in this connection.

The provisions of this clause 14.2 apply where the relevant event is a consequence of a
sale of shares or assets of the Company.

14.3 Consequences of Termination Event

14.3.1 If the Termination Event is the Company’s:
(a) termination of liability to pay contributions to the Plan,
(b) failure to pay contributions due from it, or
(c) going into Liquidation, the Trustees shall wind up the Plan in
accordance with clause 15.

15. WINDING-UP OF PLAN

15.1 Realisation of Fund
15.1.1 Wherever a winding-up of the Plan or any part of it is required under this
Deed, the Trustees shall appoint a liquidator (the Liquidator”) whose
appointment shall be subject to the approval of the Authority. The fees
payable to the Liquidator shall be borne by the Plan.

15.1.2 The liquidation shall be deemed to commence as from the date of the
approval referred to in clause 15.1.1. The Fund shall be realised by the
Liquidator, and the proceeds applied in the order of priorities set out in
clause 15.3.

15.1.3 All the trusts, powers and provisions of this Deed (including in particular
the power of amendment in clause 4.2) shall continue to be exercisable
until the trusts of the Plan have been dissolved in accordance with clause
19.

23
15.2 Notices
15.2.1 Notice of and information regarding complete or partial winding-up of the
Plan shall be furnished to the Participants, the Authority and the
Commissioner of Income Tax.

15.3 Priorities
15.3.1 The Liquidator shall, after consulting the Trustees and the Company and
after considering Actuarial Advice, apply the Fund (which for the purpose
of this clause 15 means the relevant part of the Fund) in the first place
towards satisfying the following liabilities (ranking as between each other
with equal priority):
(a) in repaying or providing for the repayment of moneys borrowed
for the purposes of the Fund, and in paying or providing for
interest on and the expenses in connection with the moneys,
(b) in paying or providing for expenses relating to the Fund which in
their opinion are due from, but may not be recoverable from, the
Company.

15.3.2 The Liquidator shall apply the remaining Fund in satisfying (so far as is
practicable) the liabilities relating to the Plan which are existing at the date
of winding-up the Plan (the “Winding-up Date”) in accordance with the
Act and Regulations.

15.4 Deficiency
15.4.1 If the value at the Winding-up Date of the Plan’s liabilities exceeds the
value of its assets, an amount equal to the excess shall be treated as a debt
due from the Company to the Liquidator, in accordance with and subject
to the provisions of the Act and of the Regulations.

24
 15.4.2 If the Fund is insufficient to provide in full for all the benefits and other
liabilities referred to in clause 15.3, the Liquidator may reduce the benefits
which are otherwise to be provided for, in the manner which they
determine after considering Actuarial Advice. The Liquidator shall not
reduce benefits in any of the priority categories unless and until the
benefits in the lower priority categories (if any) are reduced to nil.

15.5 Surplus
15.5.1 If a surplus remains after the application of the assets of the Fund under
clause 15.3, the Liquidator may (subject to the consent of the Company)
apply the surplus in augmenting any of the benefits to the Participants
after considering Actuarial Advice, as the Trustees determine.

15.5.2 If, after an exercise of the powers set out in clause 15.5.1, a residual
surplus remains, the Liquidator shall pay it to the Company.

15.6 Voluntary Winding-up

15.6.1 On termination or partial termination of the Plan, benefits accrued under
the Plan of Participants affected by such termination or partial termination
shall, subject to provisions for expenses of administration or liquidation
become fully vested and non-forfeitable.

15.6.2 The funds of the Plan shall be used for the exclusive benefit of
Participants, retired Participants and other persons entitled to a benefit
under the Plan as the date of such termination, except that any funds not
required to satisfy all liabilities of the Plan for benefits because of
erroneous actuarial calculation shall be returned to the Company.

15.6.3 The Liquidator shall allocate the share of the funds attributable to each
company participating in the Plan as if each company individually
terminated its participation in the Plan. The share of funds attributable to

25
 each company, as so determined, shall be applied for the benefit of each
Participant, retired Participant and other persons entitled to a benefit under
the Plan with respect to such company.

16. NOTICES

16.1 To Trustees
A notice to be given to the Trustees shall be given by sending or delivering it to the
address which the Trustees notify to Company and Participants for the purpose, in default
of which it may be sent or delivered to the registered office of a corporate Trustee or
(when there is no corporate Trustee) to the registered office of the Company.

16.2 To Company
A notice required to be given to the Company shall be given by sending or delivering it to
its registered office.

16.3 To Participants
A notification or document which the Trustees are required to supply to a Participant or
other Participant shall be treated as having been supplied by sending it to the last address
known to the Trustees or (in the case of a Participant in Service) addressed to the
Participant at the Participant’s usual place of employment or (where applicable) by
displaying a notice on a notice-board at that place of employment.

16.4 Postal Service

A notice sent by registered post is treated as having been effectively served on the fourth
working day inclusive of the day of posting or on earlier delivery if proved or
acknowledged.

26
17. DISPUTE RESOLUTION

17.1 If a dispute arises among the Beneficiaries, the Trustees and the Company
concerning the meaning or construction of this Deed or rights or liabilities under
it, the dispute shall be resolved by that one of the following methods which is
acceptable to the parties concerned:
17.1.1 submission to a person or body prescribed by a statutory provision in that
connection,

17.1.2 arbitration under the then current Arbitration Acts, or

17.1.3 a method of alternative dispute resolution.

17.1.4 The decision of any person or body to which a dispute is referred in

accordance with clause 17.1 shall be final and binding on all the parties.

18. NON-ASSIGNMENT OF BENEFITS

Subject to any applicable law no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and
any attempt to do so shall be void, except as specifically provided in the Plan, nor shall
any such benefit be in any manner liable for or subject to garnishment, attachment,
execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements
or torts of the persons entitled to such benefit; and in the event that the Trustee shall find
that any Participant, beneficiary or contingent annuitant under the Plan has become
bankrupt or that any attempt has been made to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge any of his benefits under the Plan except as specifically
provided in the Plan, then such benefit shall cease and terminate and in that event the
Trustee shall hold or apply the same to or for the benefit of such Participant, beneficiary
or contingent annuitant, his spouse, children, parents or other blood relatives, or any of
them.

27
19. DISSOLUTION OF TRUSTS
The trusts of this Plan shall be dissolved, and the parties to this Deed and all previous
parties shall be discharged from their duties and liabilities under this Deed (to the extent
that they have not previously been discharged) in the event of the complete winding-up of
the Plan.

20. APPLICABLE LAW

The Plan and the Trust instrument under which the Plan is established shall be construed,
regulated and administered under the laws of Kenya.

21. CERTAIN RIGHTS AND LIMITATIONS

20.1 The corpus or income of the Trust shall not be used for, or diverted to, purposes
other than for the exclusive benefit of Participants, former Participants and their
Beneficiaries. The assets of the Trust shall not revert to the benefit of the
Company, except as otherwise specifically provided.

20.2 The establishment of the Plan shall not be construed as conferring any legal rights
upon any Employee or other person for a continuation of employment, nor shall it
interfere with the rights of the Company to discharge any Participant and to treat
him without regard to the effect which such treatment might have upon him as a
Participant of the Plan.

20.3 Except as provided in this Deed, all employees of all Affiliated Companies who
have adopted this Plan as their Plan shall be treated as employed by the Company.

20.4 If the Company maintains this Plan as the plan of a predecessor employer, service
with the predecessor employer shall be treated as service with the Company.

IN WITNESS of which the parties to this Deed have executed it on the date which
appears first on page 1.

28
THE RULES

1. PARTICIPATION

1.1 Any Employee shall be eligible to participate in the Plan on January 1st and July
1st immediately following (i) the date he completes six months of continuous
service with the Employer and (ii) the 18th anniversary of his birth. Provided that
no employee may be eligible to participate in this Plan if at the date of his
employment he has less than five years to Normal Retirement Age.

1.2 An Employee may elect at the time of termination of his employment prior to his
Normal Retirement Date or within sixty days thereof and in the manner prescribed
by the Trustee or Plan Administrator, to have any portion of his Participant
Allocation transferred to an Eligible Retirement Plan specified by the Employee.

1.3 Where an Employee is transferring from another employer to join the Company
he may transfer his pension entitlement under an Eligible Retirement Plan with
that employer to the Plan and shall become a Participant of the Plan on
completion of the transfer proceedings within sixty days from the date of
notification of transfer without the need to satisfy any other eligibility
requirement other than that pertaining to age at membership.

1.4 On the commencement date, an employee who is eligible or was ineligible but
becomes eligible as a result of an amendment to the rules of the Plan, may elect to
become a participant within one year from the date he becomes eligible. Failure to

29
 so elect shall render the employee ineligible for participation unless with the
approval of the Authority.

1.5 An employee who enters the employ of the Company after the commencement
date shall be required to become a participant in the Plan as a condition of
employment by completing and executing an enrollment form.

1.6 No employee shall withdraw from the Plan while still in the employ of the
Company.

1.7 An Employee shall cease to participate in the Plan on the date on which he retires
or his employment with the Employer otherwise terminates for any reason.

2. CONTRIBUTIONS

2.1 All contributions to the Plan shall be paid directly to the Custodian provided that
if the funds are invested in a Guaranteed Fund all contributions may be paid to the
Approved Issuer.

2.2 All contributions to the Plan together with any earnings thereon, shall be held,
managed and administered by the Trustees in accordance with the terms and
conditions of this Plan and the Trust Agreement. The Trustees shall at all times be
subject to the proper directions of the Plan Administrator where appointed that are
made in accordance with the terms of this Plan and this Deed and that are not, on
their face, contrary to the Act and Regulations.

2.3 (a) With respect to each Participant, the Trustees or Plan Administrator shall
maintain the following separate accounts in the name of the Participant:

30
 (i) An Employer Allocation Account to record the contributions made by the
Employer to the Plan under Rule 2.4 on behalf of the Participant and the
earnings allocated thereto;
(ii) An Employee Allocation Account to record the contributions made by the
Employee to the Plan under Rule 2.5 by the Participant and the earnings
allocated thereto;
(iii) An Employee Voluntary Allocation Account to record the contributions to
the Plan by the Employee in excess of the normal contribution set out in
Rule 2.5 and the earnings allocated thereto.

(b) The maintenance of separate accounts under Rule 2.3 is for accounting
purposes only. Any amount distributed to a Participant or his Beneficiary this
Deed shall be charged to the Participant Allocation as of the date of the
distribution.

2.4 The Company shall contribute to the Plan on behalf of each Participant at the rate
of 5% of the Participant’s monthly compensation or such other rate not being less
than 5% as the Company may from time to time determine and communicate to
the Trustees.

2.5 Each Participant shall contribute to the Plan at the rate of 5% of his monthly
compensation or such other rate not being less than 5% as may be agreed by the
Trustee and the Company. A participant may also make an additional voluntary
contribution to the Plan as approved by the Trustees from time to time.

2.6 The aggregate of both the Company’s and the Participant’s contributions for any
year of income shall together not exceed thirty percent of the Participant ’s
compensation for that year of income or nine thousand pounds (or where
contributions are made in respect of a part year of service with the employer,
seven hundred and fifty pounds per month) which ever is less.

31
2.7 All contributions to the Plan are due and payable monthly no later than the 10th
day of the month following the month in respect of which they are paid. Interest
will accrue on all arrears of contributions at a rate at least equivalent to the rate of
interest earned by the Plan for the same period. Arrears of contributions shall be
recoverable as a civil debt by the Trustees.

2.8 Any surplus contributions shall be allocated to the accounts of participants in lieu
of new contributions by the Company in any subsequent period until the surplus is
exhausted and such allocation of surplus shall be deemed to be the contributions
of the Company.

2.9 All contributions shall be payable in Kenya in the currency of Kenya.

2.10 It is the intention of the Company to continue to Plan and make regular
contributions each year in such amounts as are necessary to maintain the Plan on
the sound financial basis.

2.11 All Company contributions are conditioned upon their deductibility under the
Income Tax Act or any successor provision thereto. If any such contribution is
determined not to be deductible, then such contribution (to the extent disallowed)
shall be returned to the Company within one (1) year after such disallowance of
the deduction.

2.12 Employer contributions to the Plan shall be returned to the Employer under the
following conditions.

(a) If the Employer contribution was made by mistake of fact, such contribution
shall be returned to the Employer within one year of the payment of such
contribution.

32
 (b) To the extent a deduction is disallowed under the Income Tax Act for any
contribution, it shall be returned to the Employer within one year after the
disallowance of the deduction.
(c) Employer contributions to the Plan are specifically conditioned on initial and
continued registration of the Plan under the Act, the Income Tax Act, and the
Regulations. If the Plan is determined to be disqualified, the Employer’s
Contributions made in respect of any period subsequent to the effective date
of such disqualification shall be returned to the Employer within one year
after the date of denial of registration.
(d) Upon the Plan being wound up any surplus identified shall be

3. VESTING

3.1 A Participant shall at all times be fully vested in all amounts allocated to his
Employee Allocation Account, and Employee Voluntary Allocation Account.

3.2 A Participant shall be vested in amounts allocated to his Employer Allocation

Account in accordance with the following vesting schedule:

COMPLETED YEARS VESTING PERCENTAGE

OF SERVICE OF COMPANY’S CONTRIBUTION

Less than 2 years 0%

2 but less than 3 years 25%
3 but less than 4 years 50%
4 but less than 5 years 75%
Over 5 years 100%

Provided that any period of temporary absence from the employ of the Company of less
than nine months shall be disregarded and shall not be treated as an interruption of
service for the purposes of vesting in accordance with this Rule.

33
An Employee's Years of Service shall include years of service with any predecessor
employer; provided that the Employer is maintaining the Plan as the plan of a predecessor
employer.

3.3 Upon termination of employment, the non-vested amounts, if any, of a

Participant's Employer Allocation Account shall be immediately forfeited. Such
Forfeitures shall be available to pay expenses of the Plan and/or to reduce future
contributions of the Company.

3.4 On the winding up of the Plan any non-vested amounts in the Plan shall be
deemed to be the funds of the Company and shall be required to be withdrawn
and charged to tax in the hands of the Company.

3.5 No payment shall be made under this Plan to the Company without the written
consent of the Commissioner of Income Tax and the Authority.

4. BENEFITS

4.1 If a Participant's employment with the Employer is terminated before his

Normal Retirement Age for any reason other than death or Disability, the
Participant shall be entitled to be paid the entire amounts credited to his
Employee Allocation Account, Employee Voluntary Allocation Account and
the vested portion of his Employer Allocation Account.

4.2 Normal Retirement Allowance: A Participant who retires upon reaching his
Normal Retirement Age shall receive an annuity in the form of a monthly
retirement allowance purchased with the Participant’s Allocation or a lump
sum computed in accordance with the provisions of the Regulations and the
income Tax Act plus a monthly retirement allowance purchased with the
balance of the Participant’s Allocation. The monthly retirement allowance

34
 purchased for a Participant who is not married shall be equal to the amount
payable under Option 1 unless the Participant elects an optional form in
accordance with the Rules of this Plan. The monthly retirement allowance
purchased for a Participant shall be such as to provide an allowance for the
life of the Participant or as permitted under any other optional form of benefit
as the Participant may elect.

4.3 Early Retirement Allowance: A Participant who has not reached his Normal
Retirement Date but who has reached the 55th anniversary of his birth while
an Employee may be retired from service on the first day of the calendar
month next following receipt by the Trustees of written application therefor
made by the Participant and shall be entitled to a monthly retirement
allowance purchased with his Allocation Accounts or a lump sum and a
monthly retirement allowance as in the case of retirement at Normal
Retirement Date.

4.4 Disability Retirement Allowance: A Participant who has not reached his
Normal Retirement Date but who has completed five years of service may
retire on a disability retirement allowance based on any of the optional forms
of benefit permitted by this Plan provided that a physician designated by the
Company shall certify that such Participant is totally incapacitated mentally or
physically from the further performance of duty and that such incapacity is
likely to be permanent.

4.5 On Termination: A Participant whose service with the company is

terminated for any reason whatsoever may (i) elect to purchase with his
Participant Allowance an immediate or deferred annuity or (ii) elect to
transfer his vested account value to an Eligible Retirement Benefits Plan or
(iii) elect to have his Participant Allocation paid to him in cash. A
Participant’s Allocation shall consist of

35
 (i) That portion of a Participant’s Employee Allocation Account attributable
to his contributions, his Employee Voluntary Allocation Account if any
and
(ii) That portion of a Participant’s Employer Allocation Account attributable
to the Company’s contributions based on the Vesting Schedule set out in
Rule 3.

4.6 Death Benefit : If a Participant should die while an Employee, the

Trustees will pay the benefits to a named Beneficiary; provided however that
the Trustee may exercise their discretion as to the allocation of benefits among
his surviving dependants irrespective of whether or not the Participant had
nominated a Beneficiary or Beneficiaries.

4.7 Payment of Retirement Allowance: Each retirement allowance shall be

payable in monthly installments ceasing with the last monthly payment prior
to death of the Participant entitled thereto, except if and otherwise required as
a survivorship payment under the normal retirement allowance or by an option
in effect under Rule 4.8 of this Plan. The Trustees may in their discretion pay
a lump sum in lieu of all benefits of a Participant where such value is minimal.

4.8 Optional Form of Retirement Allowance: Any Participant may, by written

notice duly acknowledged by him and received by the Trustees or Plan
Administrator within the 90 day period ending on his Annuity
Commencement Date, elect to convert his retirement allowance into an
optional form of benefit of Equivalent Actuarial Value in accordance with one
of the options named below, but subject to all of the provisions of this Rule.

Option 1 - Participant.

Single Life Annuity. The basic retirement allowance payable during the life of
the Participant.

36
 Option 2. 100% Joint & Survivor Annuity. An adjusted retirement allowance
payable during the Participant's life, with the provision that after his death it
shall be paid during the life of, and to, the contingent annuitant nominated by
him by written designation duly acknowledged and filed with the Trustee
when he elected the option; or

Option 3. 50% Joint & Survivor Annuity .An adjusted retirement allowance
payable during the Participant's life, with the provision that after his death an
allowance at one-half the rate of his reduced allowance shall be paid during
the life of, and to, the contingent annuitant, nominated by him by written
designation duly acknowledged and filed with the Trustees.

Option 4. Life Years Certain. An adjusted retirement allowance payable

during the Participant's life but guaranteed for a period of five or ten years but
not extending beyond the life expectancy of the Participant and the designated
beneficiary, beginning on the Annuity Commencement Date.

If a Participant dies before expiration of the guaranteed period certain,

payment shall be continued to the extent provided in the preceding paragraph
to a designated beneficiary, or, in the absence of a surviving designated
beneficiary, the commuted value of such payments shall be paid to the
Participant's estate in a single lump sum. If the designated beneficiary should
die while further payments are due, and after having received at least one (1)
payment, such further payments shall be paid to any person designated by the
Participant as an alternate surviving beneficiary, or, in the absence of an
alternate surviving beneficiary, the commuted value of such payments shall be
paid to the estate of the last surviving beneficiary, in a single lump sum.

All distributions under the Plan shall be made by the Trustees or by the Trustees
upon written instructions furnished by the Plan Administrator setting forth the

37
 name and address of the recipient and the amount and form of distribution. In
making any Plan distribution, the Trustees shall be fully entitled to rely on
instructions furnished to it by the Plan Administrator.

4.9 A Participant or former Participant may designate from time to time any
person or persons (who may be designated contingently or successively) as his
Beneficiary who will be entitled to receive any undistributed amounts credited
to the Participant's Allocation under the Plan at the time of the Participant's
death. Any Beneficiary designation by a Participant shall be made on a form
prescribed by the Trustees or Plan Administrator, and shall be effective only
when filed with the Trustees or Plan Administrator during the Participant's
lifetime. A Participant may change or revoke his Beneficiary designation at
any time by filing a new instrument with the Trustees or Plan Administrator.
If the designated Beneficiary (or each of the designated Beneficiaries)
predeceases the Participant, the Participant's Beneficiary designation shall be
ineffective. If no Beneficiary designation is in effect at the time of the
Participant's death, his Beneficiary shall be his estate.

4.10 A Participant or Beneficiary shall be entitled to receive a share of any reserve

fund upon being awarded benefits in respect of retirement, disability or death
as the case may be, in proportion to the value of the funds allocated to the
accounts of the Participant bears to the value of the funds allocated to the
accounts of all Participants of the Plan at that time.

4.11 If a Participant dependant or other person to whom the Trustees are making
payment or to whom any benefit has become payable shall be suffering from
any physical or mental incapacity (as to which a certificate from a qualified
medical practitioner to the effect that such Participant, Dependant or other
person is so suffering shall be accepted by the Trustees) or is an infant, the
Trustees may in their absolute discretion pay or apply the whole or any part of
such payments to any person or persons on behalf of such Participant of

38
 Dependant or other person without being bound to see to the application
thereof and the receipt of such person shall be a complete discharge to the
Trustees for such payment.

4.12 Whenever payment under this Plan is contingent upon the survival of any
person, evidence satisfactory to the Trustees of the survival of such person
must be produced.

5. ADMINISTRATION OF THE PLAN

5.1 The operation and administration of the Plan and the responsibility for
carrying out the provisions hereof shall be that of the Trustees who may
delegate these functions to a Plan Administrator or Acting Plan Administrator
appointed for the purpose.

5.2 The Trustees shall have full power and authority to appoint one or more Plan
Administrator, or acting Plan Administrators as the Trustees shall in their sole
discretion, deem necessary for the administration and management of the Plan
in compliance with the Regulations.

5.3 The appointment of any Plan Administrator or acting Plan Administrator,

manager, investment advisor or custodian shall be in writing which shall
specify the conditions of service of the Plan Administrator manager,
investment advisor, or custodian the remuneration payable to such party, the
duration of the appointment and the manner of his removal.

5.4 The Plan Administrator when appointed by the Trustees shall have all powers
necessary to administer the Plan, including the power to construe and interpret
the Plan documents, to decide all questions relating to an individual's
eligibility to participate in the Plan, to determine the amount, form and timing
of any distribution of benefits or withdrawal under the Plan, to resolve any

39
 claim for benefits in accordance with Rule 4 and to appoint or employ
advisors, including but not limited to legal counsel to render advice with
respect to any of the Plan Administrator's responsibilities under the Plan. Any
construction, interpretation or application of the Plan by the Plan
Administrator shall be final, conclusive and binding. All actions by the Plan
Administrator shall be taken pursuant to uniform standards consistently
applied to all persons similarly situated. The Plan Administrator shall have no
power to add to, subtract from, or modify any of the terms of the Plan, or to
change or add to any benefits provided by the Plan, or to waive or fail to apply
any requirements of eligibility for a benefit under the Plan.

5.5 The Plan Administrator shall be responsible for maintaining sufficient records
to reflect the Years of Service completed by each Employee for purposes of
determining the Employee's eligibility to participate in the Plan, his vested
percentage under Rule 3 and the compensation of each Participant for
purposes of determining the amount of contributions that may be made by or
on behalf of the Participant under the Plan. The Plan Administrator shall be
responsible for submitting all required reports and notifications relating to the
Plan to Participants or their beneficiaries, the Income Tax Department and the
Authority.

5.6 The Plan Administrator shall be responsible for furnishing the Trustees with
written instructions regarding all contributions to the Plan, all dispositions of
Forfeitures in accordance with these Rules and all distributions to Participants
in accordance with these Rules. In addition, the Plan Administrator shall be
responsible for furnishing the Trustees with any further information respecting
the Plan that the Trustees may request for the performance of their duties or
for the purpose of making any returns to the Income Tax department or the
Authority as may be required of the Trustees. The Plan Administrator and the
Trustees may agree that any such instructions and/or notices may be given to
the Trustees telephonically or electronically, in lieu of written notice.

40
5.7 The Plan Administrator may adopt such rules as he deems necessary,
desirable, or appropriate in the administration of the Plan. All rules and
decisions of the Plan Administrator shall be applied uniformly and
consistently to all Participants in similar circumstances. When making a
determination or calculation, the Plan Administrator shall be entitled to rely
upon information furnished by a Participant or Beneficiary, the Employer,
legal counsel of the Employer, or the Trustees.

5.8 The Trustees (or the Plan Administrator where one is appointed) shall be
entitled to rely upon all tables, valuations, certificates and reports furnished by
any actuary approved by Authority, upon all certificates and reports made by
any accountant selected or approved by the Trustees and upon all opinions
given by any legal counsel selected or approved by the Trustees and the
Trustees shall be fully protected in respect of any action taken or suffered by
them in good faith in reliance upon any tables, valuations, certificates, reports,
opinions, or other advice, furnished by any such actuary , accountant, or
counsel, and all action so taken or suffered shall be conclusive upon each of
them and upon all parties affected thereby.

5.9 If on payment of any benefit from the Plan any estate or other duty or income
or other tax is payable by the Trustees, they shall be entitled to recover such
duty or tax (including any interest payable in respect thereof and the cost of
paying it) from the benefits payable as if it were an amount owing by such
Participant or Beneficiary or other person to the Plan.

5.10 The records of the Plan shall be kept on the basis of a calendar year.

5.11 In the event of the death of a Participant or Beneficiary not survived by a

person designated to receive any payment then due, or in the event that the
Trustee shall find that a member or other person entitled to a benefit is unable

41
 to care for his affairs because of physical or mental incapacity or is a minor or
has died, the Trustees or Plan Administrator may direct that any benefit
payment due him, unless claim shall have been made therefor by a duly
appointed legal representative, be paid to his spouse, a child, a parent or other
blood relative, or to a person with whom he resides, and any such payment so
made shall be a complete discharge of the liabilities of the Plan therefor.

5.12 Notwithstanding the nomination of a Beneficiary by a Participant the Trustees

or Plan Administrator may exercise their discretion in the distribution of
benefits in respect of a deceased Participant and in particular may determine:
(i) the amount of benefit payable to a nominated beneficiary

(ii) the amount of benefit payable to the children of a Participant

(iii) the apportionment of a lump sum benefit amongst all dependants

(iv) the apportionment of benefits amongst the surviving spouses and

children

(v) the reinstatement of a surviving spouse’s benefit that had ceased on

re-marriage

SIGNED by -___________________)
_____________________ )
____________in the presence of )
)
in the presence of )
)
Advocate )
)

42
SIGNED and SEALED by )
XXXXXXXXXXXXXXXXX )
COMPANY (KENYA) LIMITED )
in the Presence of:- )
)
)
Director )
)
)
Director/Secretary )

Drawn By:

XXXXXXXXXX & Company

Advocates
P.O. Box
NAIROBI

43