Exhibit1.3  REGULATIONS ON THE BOARD OF
DIRECTORS OF  OPEN JOINT STOCK COMPANY
LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM  (restated version No.8)   Moscow 2009


1.
  GENERAL PROVISIONS1.1.
  These Regulations on the Board of Directors (hereinafter,
  Regulations) shall, in accordance with the Civil Code of the Russian
  Federation, the Law On Joint-Stock Companies and the Charter of the
  Company, govern the procedure for convocation and holding of meetings of the
  Board of Directors, the amount and procedure for payment of remuneration and
  compensation to members of the Board of Directors of the Company.1.2.
  The Board of Directors is the collegial governing body of the Company
  which carries out general management activities except for the issues
  relegated by the Federal Law On Joint Stock Companies to the General
  Shareholders Meeting of the Company.2.
  PURPOSES
  AND PRINCIPLES OF OPERATION OF THE BOARD OF DIRECTORS2.1.
  The purposes of the Board of Directors activities shall be the
  procurement of maximum profits and increase of assets of the Company,
  protection of rights and legitimate interests of the shareholders and
  provision of complete, accurate and objective public information about the
  Company.2.2.
  In order to accomplish its purposes the Board of Directors shall
  adhere to the following principles:·make decisions on
  the basis of reliable information about the Companys activities;·exclude
  restrictions on rights of the shareholders to participate in the management
  of the Companys activities and to receive dividends and information on the
  Company;·procure the
  balance between interests of different groups of shareholders and make
  decisions of Board of Directors in an objective manner for the benefit of all
  shareholders of the Company.  2.3.
  Any irremovable ambiguity of rules, stipulated in legislation and
  internal documents shall be interpreted by the Board of Directors in favor of
  rights and legitimate interests of the shareholders.3.
  RIGHTS
  AND DUTIES OF A MEMBER OF THE BOARD OF DIRECTORS; PROCEEDINGS FOR THEIR
  EXECUTION3.1.
  A member of the Board of Directors shall have the
  right:·to request from the officers of the Company any
  information and documents on the Companys activities specified in Article 89
  of the Law On Joint Stock Companies in accordance with the procedure
  stipulated by these Regulations;·to receive compensation of expenses related to
  performance of functions of a member of the Companys Board of Directors
  according to the procedure specified in this Regulations, provided that they
  are not prohibited from commercial participation in the managing body of a commercial
  organization pursuant to the current legislation of the Russian Federation;
  to receive remuneration for performance of his or her duties of a member of
  the Companys Board of Directors as stipulated for herein or to perform
  functions of a member of the Companys Board of Directors free of charge;·to demand his or her dissenting opinion on issues on
  the agenda and approved decisions to be recorded in the minutes of the
  meeting (absentee voting) of the Board of Directors.  3.2.
  A member of the Board of
  Directors shall:·be loyal to the Company, i.e., refrain from
  using his or her position in the Company for the benefit of other persons;·act within the scope of his or her
  authorities in accordance with the purposes and principles of operation of
  the Board of Directors;·act reasonably and in good faith with
  respect to the Companys affairs;·not disclose non-public and confidential
  information (as stipulated by the applicable legislation and internal
  documents) on the activities of the Company became known to him or her as
  fulfilling his or her duties as a member of the Board of Directors;·initiate meetings or absentee voting by the
  Board of Directors in order to decide urgent matters;·participate in the decision-making of the
  Board of Directors by voting on issues on the agenda of meetings or by
  absentee voting;  2


·make reasonable decisions having reviewed
  all necessary information (materials);·evaluate risks and adverse consequences in
  the course of decision-making;·notify the Company in time that he or she
  is affiliated or that there are changes in the grounds for his or her
  affiliation;·notify the Board of Directors of proposed transactions
  in which he/she may be deemed interested;·notify in writing the Corporate Secretary
  about (i) possession of securities of the Company, (ii) intentions
  to conduct deals with securities of the Company and its affiliates, and (iii) executed
  transactions with such securities  in an order set by applicable internal
  document, approved by the Board of Directors;·not establish or participate in
  organizations competing with the Company except where this has been permitted
  by a majority of the independent directors of the Board of Directors or by
  the shareholders holding a majority of the ordinary shares in the Company; to
  inform the Company in writing about prohibition set or lifted for his or her
  participation in the managing body of a commercial organization pursuant to
  the current legislation of the Russian Federation;·to inform the Company in writing if he or
  she intends to perform their functions as a member of the Board of Directors
  free of charge.  3.3.
  The activities of a member of the Board of Directors shall be
  continuous and shall not be limited to participation in decision-making of
  the Board of Directors.3.4.
  The Company shall, at the written request of a member of the Board of
  Directors, provide him or her with personal access to the information and
  documents stipulated in Section 3.1 hereof.The requested information and documents shall be provided in person
  to a member of the Board of Directors for review within five business days
  from the moment when such request was made or within another period agreed
  upon with the member of the Board of Directors who had made such request.The Company shall, at the request of a member of the Board of
  Directors, provide him or her with copies of the requested documents.4.
  CHAIRMAN
  OF THE BOARD OF DIRECTORS4.1.
  The Chairman of the Board of Directors shall be elected by and from
  among the members of the Board of Directors by a majority of votes of the
  members of the Board of Directors participating in the first meeting
  following their election by the General Shareholders Meeting of the Company.4.2.
  The person performing the functions of the individual executive body
  of the Company may not at the same time be the Chairman of the Board of
  Directors.4.3.
  The Board of Directors may re-elect the Chairman of the Board of
  Directors at any time.4.4.
  The members of the Board of Directors shall have the right to elect a
  Deputy Chairman. In the absence of the Chairman of the Board of Directors of
  the Company, all of his or her functions (including the right to sign
  documents) shall be performed by the Deputy Chairman and, in the absence of
  the latter, by one of the members of the Board of Directors authorized by a
  decision of the Board of Directors of the Company made by the majority of
  votes of its members participating in the meeting.4.5.
  The Chairman of the Board of Directors shall organize the work of the
  Board of Directors, convene and chair its meetings, organize absentee voting
  and keeping of minutes at the meetings of the Board of Directors.4.6.
  The Chairman of the Board of Directors may not delegate his or her
  functions to another person.5.
  CORPORATE
  SECRETARY5.1.
  The working efficiency of the Board of Directors is
  assured by the Corporate Secretary. The duties of the Corporate Secretary are
  stipulated by the Regulations on the Corporate Secretary and the Corporate
  Secretarys Department.  3


5.2.
  For the period of absence of the Corporate Secretary
  his/her duties shall be performed by other person designated for this period from
  among the employees of Corporate Secretary Department of the Company by the
  Board of Directors.5.3.
  The Corporate Secretary shall have the right:·to request from the Companys officers
  information and documents required for the preparation of materials regarding
  the agenda issues of meetings of the Board of Directors;·to receive compensation for expenses
  related to the performance of his/her functions and bonus payments based upon
  evaluation of his/her work by the Board of Directors.  5.4.
  The Corporate Secretary shall:·keep and draw up minutes of meetings
  and absentee voting of the Board of Directors;·record and keep incoming documentation
  and copies of outgoing documentation of the Board of Directors;·notify members of the Board of
  Directors about meetings (absentee voting) of the Board of Directors in the
  manner and within the time stipulated herein;·send out the materials necessary for
  consideration of the agenda issues of meetings (absentee voting) of the Board
  of Directors to the members of the Board of Directors in the manner and
  within the term stipulated herein;·make and sign extracts from minutes of
  meetings and absentee voting of the Board of Directors; and·perform other functions as provided
  herein and in the Regulations on the Corporate Secretary and Corporate
  Secretary Department.  6.
  MEETING OF THE BOARD OF DIRECTORS6.1.
  Decisions of the Board of Directors may be taken in the form of joint
  presence (including video- or audio- conference call) or by absentee voting.6.2.
  The meetings (absentee voting) of the Board of Directors shall be
  held regularly in accordance with the work schedule approved by the Board of
  Directors, but not less than once every three months. If so required, the
  Board of Directors shall consider issues that are not included in the work
  schedule.6.3.
  A meeting (absentee voting) of the Board of Directors shall be
  convened by the Chairman of the Board of Directors on his or her own
  initiative, at the request of a member of the Board of Directors, a committee
  of the Board of Directors, the Audit Committee, the external auditor of the
  Company, the individual executive body or collegial executive body of the
  Company, the head of the internal
  control unit, or at the request of a shareholder (shareholders)
  holding in aggregate not less than 2
  percent of the Companys voting shares.The agenda of the meeting to be convened
  (absentee voting) shall be determined by the Chairman of the Board of
  Directors subject to the approved work plan of the Board of Directors and
  received requests of the persons listed in the first paragraph of this
  Clause.6.4.
  The request to convene a meeting (absentee voting) of the Board of
  Directors shall contain the following information:6.4.1.
  name of the person initiating the meeting or the name of the body or
  the legal entity making the request;6.4.2.
  if the request for convocation of a meeting is submitted by a
  shareholder, it shall include the number and category (type) of his or her
  shares;6.4.3.
  the form of decision-making (by joint presence or by absentee
  voting);6.4.4.
  the date of the meeting or, in the event of absentee voting, the date
  of completion of voting by the members of the Board of Directors on the
  agenda issues;6.4.5.
  agenda of the meeting (absentee voting);6.4.6.
  list of information (materials) to be furnished to the members of the
  Board of Directors for the meeting (absentee voting).In addition, the request to convene a meeting
  (absentee voting) of the Board of Directors may contain the following
  information:  4


6.4.7.
  time and venue of the meeting (in case of a meeting);6.4.8.
  draft resolutions on agenda issues and, if such issues include
  election (appointment) of members of official bodies and other persons,
  information on candidates to such bodies and such persons;6.4.9.
  other information at the discretion of the party initiating the
  convocation.6.5.
  Notification of the convocation of the meeting of the Board of
  Directors (absentee voting) shall be delivered to each member of the Board of
  Directors together with the necessary materials not less than 14 business
  days prior to the date of the meeting (or, in the event of absentee voting,
  prior to completion of voting). The
  said term may be reduced if it is required to decide urgently on any issues
  provided that none of the members of the Board of Directors objects.
  Objections shall be presented in the form of written dissenting opinions
  submitted by the members of the Board of Directors by using one of the
  methods stipulated by this paragraph for notification of the convocation of
  the meeting (absentee voting) not later than the date specified in such
  notification for urgent decision-making.If the meeting of the Board of Directors (absentee voting) must be
  held earlier in accordance with the existing legislation, the period for
  delivery of notification and necessary materials must be reduced.Notification of the meeting (absentee voting) shall be sent to the
  members of the Board of Directors in writing or in any other form convenient
  to them (including mail, telegraph, teletype, telephone, e-mail or other
  method communication).Notification of the meeting (absentee voting) shall contain the
  information listed in paragraphs 6.4.3-6.4.8 hereof and specify the address
  to which the members of the Board of Directors may send their written
  opinions.On the initiative of the bodies and persons
  entitled to demand convocation of the meeting of the Board of Directors
  (absentee voting), the agenda of the meeting of the Board of Directors
  (absentee voting) may include additional issues, provided that there are no
  objections from any of the Directors. Proposal to include additional issues
  into the agenda of a convened meeting (absentee voting) shall be made in
  writing and include wording of such an issue and information stipulated in
  paragraphs 6.4.1, 6.4.2 and 6.4.6 hereof.The bodies and the persons that initiated
  convocation of the meeting or absentee voting (inclusion of an issue into the
  agenda of the meeting or absentee voting) may revoke their proposal at any
  time before summarizing the voting results on such an issue.Objections to inclusion of an additional
  issue into the agenda of the meeting (absentee voting) shall be
  presented in the form of written dissenting opinions submitted to the Company
  by the members of the Board of Directors by using one of the methods
  stipulated by this paragraph for notification of the convocation of the
  meeting (absentee voting) not later than the date specified in notification
  of inclusion of such additional issue
  into the agenda.Should there arise circumstances which make it impossible or
  difficult to hold the meeting of the Board of Directors in the place and/or
  at the time notified to the members of the Board of Directors, the meeting on
  the original agenda may be held in a different place and/or at a different
  time. All members of the Board of Directors shall be notified of changes in
  the place and/or time of the meeting in advance to ensure their attendance.
  Notification of such changes shall be given to the members of the Board of
  Directors in any form which guarantees receipt of such notification at the location
  or mailing address of each member of the Board of Directors.All members of the Board of Directors shall be notified of changes in
  the agenda of the meeting (absentee voting) in accordance with the procedure
  used for notification of convocation of the meeting (absentee voting).No advance notification shall be needed for the first
  (organizational) meeting of the Board of Directors conducted on the day of
  the General Shareholders meeting at which the Board of Directors is elected
  (provided that the decision on the election of the Board of Directors and the
  results of voting thereon are announced at the General Shareholders Meeting
  at which the voting is held).6.6.
  In the course of making decisions at the meeting of the Board of
  Directors, the members of the Board of Directors who are present at the
  meeting shall express their opinion on the agenda issues by voting.If a member of the Board of Directors cannot attend
  a meeting in person, or in the event of absentee voting, such member of the
  Board of Directors may express his or her opinion on the issues on the agenda
  in writing.  5


6.7.
  The written opinion may be expressed by the member of the Board of
  Directors by using one of the following methods (including mail, facsimile or
  electronic communication):6.7.1.
  Submission of a written report on the issues on the agenda.The written report shall indicate how the member of the Board of
  Directors has voted on each issue on the agenda on which he/she has the right
  to vote using one of the following options: aye, nay or abstained. When
  the aye option is used, the member of the Board of Directors shall
  formulate the draft resolution for which he/she is voting (draft resolution
  proposed in the notification of convocation of the meeting (absentee voting)
  or draft resolution modified by the member of the Board of Directors in
  his/her discretion).The written report of the member of the Board of Directors which has
  no right to vote on the issue on the agenda may contain proposed wording of
  the draft resolution to be voted upon by the members of the Board of
  Directors which have the right to vote on such issue (draft resolution
  proposed in the notification of convocation of the meeting (absentee voting)
  or draft resolution modified by the member of the Board of Directors in
  his/her discretion) or a proposal to use the nay or abstained option when
  voting on the draft resolution proposed by the person initiating the issue.The written conclusion of the member of the Board of Directors main
  contain:remarks on furnished materials (information) which require that
  specific amendments be made to such materials (information);comments on (interpretations of) furnished materials (information),
  descriptive and critical remarks which do not require that specific
  amendments be made to such materials (information) as used for
  decision-making purposes;requests that the Company or the persons initiating consideration of
  the issue on the agenda furnish additional information which is related to
  such issue but is not necessarily required for decision-making purposes and
  does not affect the voting;requests that the Company furnish copies of materials (information) specified
  in resolutions of the Board of Directors in the event of their approval.6.7.2.
  Conduct of a written poll of the members of the Board of Directors on
  draft resolutions on the issues on the agenda contained in the notification
  of absentee voting. Such poll shall be conducted only if no written
  conclusions have been presented by the members of the Board of Directors in
  the course of preparation for absentee voting.6.7.3.
  Conduct of an absentee voting written poll of the members of the
  Board of Directors on draft resolutions on the issues on the agenda contained
  in written conclusions submitted by the members of the Board of Directors. If
  none of such written conclusions specifies the aye option (proposes to
  select the aye option) for any issue on the agenda, the poll on such issue
  shall be conducted on the draft resolution proposed in the notification of
  absentee voting.6.7.4.
  Conduct of a written poll of the members of the Board of Directors
  intending to be absent from the meeting on draft resolutions on the issues on
  the agenda proposed in the notification of the meeting.6.7.5.
  Conduct of a written poll of the members of the Board of Directors
  absent from the meeting on draft resolutions on the issues on the agenda
  developed by the members of the Board of Directors attending the meeting.Written polls of the members of the Board of Directors shall be
  conducted by completing questionnaires prepared by the Corporate Secretary.6.8.
  In the course of absentee voting, questionnaires shall be prepared
  and delivered to the members of the Board of Directors on the last business
  day preceding the date of completion of voting by the members of the Board of
  Directors. When the poll is conducted on the basis of written conclusions, only
  those conclusions submitted by the members of the Board of Directors prior to
  the date of delivery of questionnaires shall be taken into consideration.If only one written conclusion is received prior to
  the date specified in part 1 of this paragraph, questionnaires shall be
  prepared for all members of the Board of Directors with the exception of the
  member of the Board of Directors which submitted such written conclusion.
  Such questionnaires shall specify draft resolutions on the issues on the agenda
  contained in such written conclusion, and draft resolutions proposed in the
  notification of absentee voting on those issues on the agenda with respect to
  which the written conclusion specifies the nay or abstained option
  (proposes to select the nay or abstained option).  6


If two or more written conclusions are received prior to the date
  specified in part 1 of this paragraph, questionnaires shall be prepared for
  all members of the Board of Directors including those members of the Board of
  Directors which submitted such written conclusions. Such questionnaires shall
  specify draft resolutions on the issues on the agenda contained in each such
  written conclusion, and draft resolutions proposed in the notification of
  absentee voting on those issues on the agenda with respect to which one of
  the written conclusions specifies the nay or abstained option (proposes
  to select the nay or abstained option).6.9.
  Prior to the meeting, any member of the Board of Directors intending
  to be absent from the meeting and express his/her opinion in writing may
  submit his/her written conclusion on the issues on the agenda or request that
  the Corporate Secretary prepare for him/her a questionnaire containing draft
  resolutions on the issues on the agenda proposed in the notification of the
  meeting. Such questionnaire shall be prepared and delivered to such member of
  the Board of Directors within 1 business day following the date of receipt of
  such request. If, pursuant to part 3 of paragraph 6.11 of this Clause, the
  member of the Board of Directors which is absent from the meeting and has
  submitted his/her written opinion prior to the meeting must take a poll on
  draft resolutions on the issues on the agenda developed by the members of the
  Board of Directors attending the meeting, the questionnaire shall be prepared
  and delivered to such member of the Board of Directors on the day on which
  the meeting is held immediately after such draft resolutions have been developed.6.10.
  The following written opinions of the members of the Board of
  Directors shall be taken into consideration in the course of absentee voting
  for the purpose of determining the quorum and voting results depending on the
  number of written conclusions submitted:6.10.1.
  If only one written conclusion is received prior to
  the date specified in part 1 of paragraph 6.8 of this Clause:·written
  conclusion;·duly
  filled out questionnaires submitted not later than the date of completion of
  voting.  6.10.2.
  If two or more written conclusions are received prior to the date
  specified in part 1 of paragraph 6.8 of this Clause, duly filled out
  questionnaires submitted not later than the date of completion of voting
  wherein the voting option aye is specified only for one version of draft
  resolution on the issues on the agenda.The questionnaire of the member of the Board of Directors shall be
  deemed to have been duly submitted if it is signed by such member of the
  Board of Directors, and does not contain irregular remarks or inscriptions.6.11.
  Written opinions of absent members of the Board of Directors
  submitted prior to the time of beginning of the meeting shall be taken into
  consideration for the purpose of determining the quorum and voting results.The chairman of the meeting shall announce the written opinion of a
  member of the Board of Directors who is absent from the meeting and put to
  vote draft resolutions and remarks on furnished materials (information)
  contained in such written opinion.If the members of the Board of Directors attending the meeting
  develop draft resolutions on the issues on the agenda different from those
  contained in the written opinion of the absent member of the Board of
  Directors, the Corporate Secretary shall request the absent member of the
  Board of Directors to express his/her opinion thereon. For this purpose, the
  questionnaire shall specify both draft resolutions on the issues on the
  agenda contained in the written opinion received from such absent member of
  the Board of Directors earlier, and draft resolutions developed by the
  members of the Board of Directors attending the meeting. When summing up
  voting results only duly filled out questionnaires of absent members of the
  Board of Directors submitted prior to the end of the day on which the meeting
  is held shall be taken into account. Otherwise, the absent member is
  considered to not have voted on draft resolutions developed at the meeting.
  The absent member of the Board of Directors shall select the voting option
  aye only for one version of draft resolution on issues on the agenda.The questionnaire of the member of the Board of Directors shall be
  deemed to have been duly submitted if it is signed by such member of the
  Board of Directors, and does not contain irregular remarks or inscriptions.6.12.
  When voting on the issue previously considered by
  committees of the Board of Directors, the members of the Board of Directors
  shall be given an opportunity to review recommendations issued by the
  relevant committees.  7


6.13.
  When the Board of Directors considers the issues on the agenda, each
  member of the Board of Directors shall have one vote.A member of the Board of Directors may not delegate his or her voting
  right to another person, including another member of the Board of Directors.In the event of a tie vote of the members of the Board of Directors
  the Chairman of the Board of Directors shall have the casting vote.In the event where a decision is made in accordance with the Charter
  of the Company by a three-quarters majority or unanimously by all members of
  the Board of Directors without taking into account the votes of dismissed
  members of the Board of Directors, dismissed members of the Board of
  Directors shall be defined as those who have died or whose powers have been
  suspended by a valid decision of the General Shareholders Meeting.6.14.
  Proceedings at the meetings of the Board of Directors (absentee voting)
  shall be recorded in the minutes.The minutes of the meeting (absentee voting) of the Board of
  Directors shall be drawn up within 3 days following the date of the meeting
  (completion of voting by the members of the Board of Directors in the event
  of absentee voting).The minutes of the meeting (absentee voting) shall specify:·place and time of
  the meeting or, in the event of absentee voting, place where the minutes are
  drawn up and date of completion of voting by the members of the Board of
  Directors;·persons who were
  present at the meeting: members of the Board of Directors (with an indication
  of whether they have the right to vote on specific issues on the agenda) and
  invitees;·members of the
  Board of Directors which have submitted written opinions on the issues on the
  agenda (with an indication of whether they have the right to vote on specific
  issues on the agenda);·agenda of the
  meeting;·draft resolutions
  on the issues put to the vote and voting results;·resolutions
  approved.  7.
  REMUNERATION OF MEMBERS OF THE
  BOARD OF DIRECTORS AND COMPENSATION FOR EXPENSES RELATED TO THE PERFORMANCE
  OF THEIR FUNCTIONS7.1.
  For the period of performance by the members of the Board of
  Directors of their duties, the Company shall remunerate them and compensate
  costs connected with the performance by members of the Board of Directors of
  their functions.7.2.
  The remuneration of the members consists of quarterly and annual
  payments.7.3.
  The quarterly payment to the every member of the Board of Directors
  shall be equal 980,000 rubles. The Chairman of the Board of Directors shall
  receive quarterly payment with a coefficient 1.3.7.3.1.
  The quarterly payment to the member of Board of Directors may be
  reduced by:·10%, in the case of absence on less than 25% (inclusive) of
  the Board of Directors meetings and absentee meetings held;·30%, in the case of absence on more than 25% and less than
  50% (inclusive) of the Board of Directors meetings and absentee meetings
  held;·100%, in the case of absence on more than 50%of the Board
  of Directors meetings and absentee meetings held.  7.3.2.
  If during the quarter there were changes in the composition of the
  Board of Directors and/or changes in performance of functions by a member of
  the Board of Directors (commercial/free of charge) the remuneration shall
  accrue and be paid in proportion to the period of time during which the
  member of the Board of Directors performed their functions on a commercial
  basis.7.4.
  The
  annual payment to all the members of the Board of Directors The annual payment
  to the members of the Board of Directors shall be determined by the decision
  of the General Shareholders Meeting as a percent of OIBDA calculated in
  accordance with Russian accounting legislation for the next reporting
  financial year that may not exceed 0.26% and shall be used for determining
  the  8


amounts of remunerations of the persons performing functions of the
  members of the Board of Directors from the moment of the General
  Shareholders Meeting on the results of the financial year until the next
  annual General Shareholders Meeting.The annual
  remuneration of each member of the Board of Directors shall be determined as
  a value calculated in accordance with the first paragraph of this Clause and
  divided by the number of persons elected to the Board of Directors with the
  Chairman receiving payment with a coefficient 1.3. The annual remuneration to
  the member of the Board of Directors may be reduced by 50% in the case of
  absence on more then half of the Board of Directors meetings held.If during the
  period from the moment of election of the Board of Directors by the annual
  General Shareholders Meeting until the next annual General Shareholders
  Meeting there were changes in the composition of the Board of Directors
  and/or changes in performance of functions by a member of the Board of
  Directors (commercial/free of charge) the remuneration shall accrue and be
  paid in proportion to the period of time during which the member of the Board
  of Directors performed their functions on a commercial basis.7.5.
  The annual remuneration to the member of the Board of Directors shall
  be paid not later then 3 months after its approval by the General
  Shareholders Meeting.7.6.
  Quarterly payment equal to 150,000 rubles shall be accrued and paid
  to the members of the Board of Directors who also serve as members of the
  Audit Committee for performance of functions as members of the Audit
  Committee. The Chairman of the Audit Committee shall receive quarterly
  payment with coefficient 1.25.Quarterlypayment equal to 126,000
  rublesshall be accrued and paid to the members of
  the Board of Directors whoalsoserve as
  members of other committees of the Board of Directorsfor performance of functions as members of respective committees. The
  Chairpersons of the committees shall receivequarterlypayment with coefficient 1.25.The
  quarterly payment to the member of any Committee of the Board of Directors
  may be reduced by:·10%, in the case of absence on less then 25% (inclusive) of
  the Board of Directors meetings and absentee meetings held;·30%, in the case of absence on more than 25% and less than
  50% (inclusive) of the Board of Directors meetings and absentee meetings
  held;·100%, in the case of absence on more than 50%of the Board
  of Directors meetings and absentee meetings held.If during the quarter there were changes in the
  composition of the committee, the remuneration shall accrue and be paid in proportion
  to the period of time during which the member of the committee performed
  his/her functions.  7.7.
  Members of the Board of Directors who are state officials shall
  perform their duties on non-paid basis.7.8.
  Members of the Board of Directors may not receive remuneration or
  compensation for expenses for the performance of their duties in any kind or
  manner for making decisions by the Board of Directors or other bodies of the
  Company, or also for the exercise of their rights and performance of their
  duties as members of the Board of Directors, other than remuneration and
  compensation for expenses received in accordance with these Regulations or by
  the decision of the General Shareholders Meeting.8.
  PROCEEDINGS FOR APPROVAL AND
  INTRODUCTION OF AMENDMENTS AND ADDITIONS TO THE REGULATIONS8.1.
  These Regulations shall be approved by the General Shareholders
  Meeting by a majority of votes of the shareholders holding the voting shares
  of the Company and participating in the meeting.8.2.
  The Regulations may be amended by the General Shareholders Meeting by
  a majority of votes of the shareholders holding the voting shares of the
  Company and participating in the meeting.8.3.
  If, as a result of a change in the legislation of the Russian Federation
  or the Charter of the Company, certain provisions of these Regulations will
  not be in compliance with such changes, such provisions shall cease to be in
  force and before amendments to these Regulations are made the members of  9


the Board of Directors shall act in accordance with effective legal
  acts of the Russian Federation and the Companys Charter.  10