Consulting Agreement AGREEMENT dated as of this _day of June, 2015, by and between the National Bank of Kazakhstan ("NBK") and (the "Senior Adviser"). WHEREAS, NBK desires to retain the Senior Adviser on the terms and conditions hereinafter set forth, and the Senior Adviser is willing to undertake the tasks requested by NBK upon such terms and conditions; NOW, THEREFORE, in consideration of the foregoing and in consideration of their mutual promises and agreements contained herein, the parties hereto agree as follows: 1. Term of Agreement (a) Term. The term of this Agreement (the "Term") shall commence on June , 2015, and shall continue until , 20 (the "Termination Date"), unless terminated earlier pursuant to the terms of this Agreement. This Agreement may be terminated by either party upon notice to the other party, in which case the effective date of such notice shall be the "Termination Date"; provided, however, that in the event this Agreement is terminated (x) by NBK without the Senior Adviser's consent during the Term for a reason other than a Covered Reason (as defined in paragraph (b) below) or (y) by the Senior Adviser during the Term following the occurrence of a Good Reason (as defined in paragraph (c) below) and a Covered Reason has not occurred prior to the Senior Adviser's notice of such termination, NBK shall pay to the Senior Adviser an amount equal to (I) $ , less (2) all the fees that the Senior Adviser will have already received from NBK during or on account of the Term pursuant to Section 3(a) below. Such amount, if positive, will be paid to the Senior Adviser on or before the 60th day following the Termination Date (the "Early Termination Payment"), subject to the requirements of Section 1(d) below. For the avoidance of doubt, if this Agreement is terminated due to a voluntary termination by the Senior Adviser without Good Reason or involuntary termination by NBK for a Covered Reason, then no Early Termination Paym