Exhibit 1.3    Approved
by Annual General Shareholders Meeting
of OJSC Rostelecom held on June 9, 2008
Minutes No. 1 dated June 24, 2008  REGULATIONS
ON THE BOARD OF DIRECTORS OF  THE OPEN
JOINT STOCK COMPANY
LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM  (restated version No. 7)   Moscow 2008


1.GENERAL PROVISIONS  1.1.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
DIRECTORS  2.1.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 EXECUTION  3.1.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 their
performance of functions related to the 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;  2


·participate in the decision-making of the Board of
Directors by voting on issues on the agenda of meetings or by absentee voting;  ·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; and  ·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 commercial 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 DIRECTORS  4.1.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.  3


5.CORPORATE SECRETARY  5.1.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.  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 DIRECTORS  6.1.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 than2 percentof 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);  4


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);  6.4.7.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.  In
addition, the request to convene a meeting (absentee voting) of the Board of
Directors may contain the following information:  6.4.8.time and venue of the meeting (in case of a meeting);  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 toinclusion 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 ofinclusion 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).  5


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.  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.  6


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).  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 none of the written conclusions
specifies the aye option (proposes to select the aye 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 submitted questionnaires
wherein only one voting option (aye, nay or abstained) is specified for
each draft resolution on the issues on the agenda.  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 submitted
questionnaires wherein only one voting option (aye, nay or abstained) is
specified for each version of draft resolution on the issues on the agenda. The
aye option may be specified for only one draft resolution version. In such
event, the member of the Board of Directors which previously submitted his/her
written conclusion may:  ·confirm his choice of the voting
option by selecting aye with respect to the draft resolution version
contained in his/her written conclusion, or  ·modify his choice of the voting
option by selecting aye with respect to a different draft resolution version.  The
questionnaire of the member of the Board of Directors shall be deemed to have
been duly submitted if it is received not later than the voting completion
date, signed by such member of the Board of Directors, and does not contain
irregular remarks or inscriptions.  7


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 prior to the commencement of
voting on an agenda issue with respect to which such opinion is submitted. If
such opinion is submitted in the form of a written conclusion containing
remarks on furnished materials (information) which require that specific
amendments be made to such materials (information) and/or modified draft
resolutions on the issues on the agenda, each member of the Board of Directors
attending the meeting shall vote on draft resolutions 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 communicate such draft resolutions to such absent member of the
Board of Directors and request that he/she express his/her opinion thereon by
submitting his/her written vote prior to the end of the day on which the
meeting is held. 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. The absent member of the Board of Directors shall select only one
voting option (aye, nay or abstained) for each version of draft
resolution on each issue on the agenda. The aye option may be selected for
only one draft resolution version. The absent member of the Board of Directors
may:  ·confirm his choice of the voting
option by selecting aye with respect to the draft resolution version
contained in the written opinion submitted by him/her earlier, or  ·modify his choice of the voting
option by selecting aye with respect to the draft resolution version
developed at the meeting.  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.  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);  8


·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 FUNCTIONS  7.1.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 ofquarterly 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 of the member of Board of Directors may be reduced
by:  ·30%, in the case of absence on less then half (50%
inclusive) of the Board of Directors meetings and absentee meetings held;  ·100%, in the case of absence on more then half 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
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.The member of the Board of Directors who also serves as a member of the
Audit Committee shall receive quarterly extra payment equal to 150,000 rubles
for their performance of functions as a member of the Audit Committee. The
Chairman of the Audit Committee shall receive extra payment with a coefficient
1.2.  The member of the Board of Directors who serves as a
member of the other committees of the Board of Directors shall receive
quarterly extra payment equal to 80,000 rubles. The Chairman of the committee
shall receive extra payment with the coefficient 1.2.  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  9


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 REGULATIONS  8.1.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 the Board of
Directors shall act in accordance with effective legal acts of the Russian
Federation and the Companys Charter.  10