Exhibit4.9  Open Joint Stock Company Mobile TeleSystems Location: Russian Federation, 109147, Moscow
City, Marksistskaya street, 4. Postal address: Russian Federation, 109147,
Moscow City, Marksistskaya street, 4.  CERTIFICATE OF SECURITIES  Interest-Bearing Documentary Non-Convertible
Bearer Notes Under Mandatory Centralized Storage, Series 01 ̧ 10,000,000
(Ten million) pieces in total of par value RUR 1,000 (One thousand
roubles) each, maturity on the day 1,820 (One thousand eight hundred twentieth)
from the Opening date of the Notes placement through public offering.  State
registration number of the securities issuance: 4-01-04715-A Date
of state registration of the securities issuance: December 27, 2007. This paper is to certify title to 10,000,000
(Ten million) Notes of par value RUR 1,000 (One thousand roubles) each and RUR
10,000,000 (Ten billion roubles) in total.  Total quantity of Notes having state
registration # 4-01-04715-A is 10,000,000 (Ten million) Notes of par value RUR
1,000 (One thousand roubles) each and RUR 10,000,000 (Ten billion roubles) in
total. Open Joint
Stock Company Mobile TeleSystems shall ensure the rights of Note owners,
provided they comply with the procedures for execution of such rights set by
Russian Federation law.  This Certificate shall be deposited with Non-Commercial Partnership
National Depository Centre having registered address: Moscow, Sredniy
Kislovskiy per., 1/13, building 4, and providing mandatory centralized storage
of the Note Certificates.  Surety for the Notes was provided by:  Limited Liability Company Mobile TeleSystems 
Capital General Director of Limited Liability Company Mobile TeleSystems  Capital                                                               
/                                    
/  200  Place of Corporate Seal  CEO
  Open Joint Stock Company
  Mobile TeleSystems
  
  200
  /Shamolin M.V./
  Place of Corporate Seal


1. Class,
category (type) of securities:  Class of securities: Bearer Notes. Identification
features of the offered securities: non-convertible
interest-bearing documentary bearer notes under mandatory centralized storage,
series 01 (hereinafter in this document jointly Notes or Issuance Notes and
individually Note or Issuance Note).  2. Form of
the securities:  Documentary issuance.  3.
Indication of mandatory centralized storage:  The Issuance Notes shall
be under mandatory centralized storage.  The
Depository providing mandatory centralized storage: Full corporate name: Non-Commercial
Partnership National Depository Centre Short corporate name: NDC Location: Moscow City, Sredniy Kislovskiy per., 1/13,
building 4 Postal address: 105062, Russia,Moscow City, Mashkova street,13,building. 1. TIN (Taxpayers
Identification Number): 7706131216 Tel. # (495) 956-2790, (495) 956-2791 Data of professional securities market participant license for
conducting depository activities: License # 177-03431-000100 Date of Issuance: 04.12.2000 Effective period: no limitation of the
effective period The License was issued by: Federal Commission for the
Security Market of Russia  All Notes of the issuance are documented with one
certificate (hereinafter, The Certificate), which is subject tomandatory
centralized storageinNon-Commercial
Partnership National Depository Centre(hereinafter, also NDC and The Depository).  Prior to the Opening date of the Notes
placement the Issuer shall deliver the Certificate to NDC for storage.  A sample copy of the Certificate is provided in
Appendix to the Decision on issuance of securities and to the Securities
Issuance Prospectus.  No separate Note
Certificates shall be provided to Note owners on hand.  Note owners shall not be entitled to demand
delivery of Certificates on hand.  Title to the Notes and transfer of the Notes including
encumbrances on the Notes shall be registered and certified by NDC acting as a
depository, and by the depositories acting as depositors of NDC (hereinafter,
jointly  The Depositories).  Title to the Notes shall be certified by extracts from
depo accounts issued by NDC and the Depositories.  Title to the Notes shall pass from a person to another
person at the moment of entry record to the Notes acquirers depo account with
NDC and the Depositories.  The Notes shall be written off the depo accounts at
redemption after the issuer performs all its obligations to the Note owners
with respect of coupon income payment and the Notes nominal value repayment.  The Certificate shall be cancelled after all Notes are
written off the NDC depo accounts.  Procedures
for registration and transfer of title to prospectus-based securities under
mandatory centralized storage were established by Federal Law On the
Securities Market # 39-FZ of 22.04.96, and The Regulation on Depository
Activities in the Russian Federation approved by Federal Commission on the
Securities Market of Russia # 36 of 16.10.97, and internal regulations of NDC
and Depositories.  As per
Federal Law On the Securities Market # 39-FZ of 22.04.96:  If certificates for bearer documentary securities are
stored and/or rights of ownership for such securities are registered with a
depository, transfer of title to a bearer documentary security shall pass to
the acquirer at the moment of entry record made to the acquirers depo account.
The rights provided for by a prospectus-based security shall pass to the
acquirer at the moment of transfer of rights for such security.  If certificates for bearer documentary securities are
stored with a depository, the rights provided for by a prospectus-based
security shall be exercised with support of certificates presented by such
depositories under instructions specified in depository contracts of owners,
with attachment of a list of such owners. 
An issuer in this case shall ensure implementation of the rights under
bearer securities by the person included in such list.  If by the
moment of making a List of Owners and/or Nominal Holders of Securities for the
purpose of execution of Issuers obligations under the securities, information
on a new owner was not delivered to the securities Depository or to the
securities nominal holder, execution of obligations to the owner included in
the List of Owners and/or Nominal Holders of Securities shall be deemed proper.
The responsibility of timely notification shall be with the securities
acquirer.  As per The
Regulation on Depository Activities in the Russian Federation approved by
Federal Commission on the Securities Market of Russia # 36 of 16.10.97:  A
depository shall ensure segregated storage of securities and (or) registration
of rights for securities of each customer (depositor) from the securities of
other customers (depositors) of the depository, in particular, by opening to
each customer (depositor) of a separate depo account.  Records of title to securities made by a
depository shall certify the rights for securities, unless established
otherwise through court proceedings.  A
Depository shall execute transactions with its customers (depositors)
securities exclusively on assignment from such customers (depositors) or
persons authorized by them including account custodians, and within the
timeframe set by depository contracts.  A
Depository shall only make records to customers (depositors) depo account if
documents have been presented that under The Regulation on Depository
Activities in the Russian Federation and other regulatory acts and depository
contract represent the authorization documents for making such records.  Records to
customers (depositors) depo account can be made on the basis of the following
authorization documents:  ·instruction issued by a customer (depositor) or
by its authorized representative including an account custodian, in accordance
with the terms of a depository contracts; ·in case title to securities passes under other
than civil law transactions: the documents certifying transfer of title to
securities under applicable laws and other regulatory acts.  A depository shall register the facts of encumbrances
on customers (depositors) securities by pledge or other rights of third
parties under the procedures set in the depository contracts.  Title to securities stored in a depository and (or) to
securities rights for which are registered by a depository shall be deemed
passed from the moment of entry record made by the depository to the to
customers (depositors) depo account. 
However, in absence of a record on the depo account, the person
concerned is not deprived of its capacity to prove its rights for a security by
reference to other evidence.  Should the applicable legislation and / or regulations
issued by federal regulator of the securities market be amended, the procedures
for registration and transfer of title to the Notes shall be regulated with due
account of the amended provisions of legislation and / or regulations issued by
federal regulator of the securities market.  2


4. Par
value of each security in the issuance:  RUR 1 000 (One thousand).  5.
Quantity of securities in the issuance:  Quantity of Notes in the
placement: 10 000 000 (Ten million).  The Notes issuance is not
expected to include tranches.  6. Total
quantity of previously placed securities of this issuance:  No securities of this
issuance were previously placed.  7. Owners rights for each security in the issuance:  The Notes represent direct unconditional
obligations of Open Joint Stock Company Mobile TeleSystems (hereinafter, The
Issuer).  Owner of the Note is
entitled to receive par value of the Note at its redemption at maturity.  Owner of the Note is
entitled to receive coupon income (interest on the Notes par value) on
expiration of each coupon period.  Owner of the Note is
entitled to demand buy-out of the Notes by the Issuer in the cases and under
the terms specified in the Securities Issuance Prospectus and Decision on the
Securities Issuance.  Owner of the Notes is entitled to demand a
compensation of theNotes par valueand payment of the accrued coupon income on the
Notes due to it in the following cases:  ·The Notes have been delisted by
every stock exchange that had the Notes in its Quote Lists, provided that under
the Federal Law On the Securities Market and other federal laws, the Notes
issuance does not require state registration of a report on the securities
issuance results; ·The Issue was more than 7 (Seven) days late in
repayment of its obligations on coupon income on the Notes than the due date of
coupon income payment set out in the Decision on Issuance of Securities and the
Securities Issuance Prospectus; ·The Issuehas
declared its default on financial obligations with respect of Notes holders of
the issuance.  Holder of the Notes
can demand reimbursement of the Notes nominal value and repayment of accrued
coupon interest on the Notes due to it and assessed in accordance with clause
15 of the Decision on Issuance of Securities and clause 10.10 of the Securities
Issuance Prospectus. on the next day after the date when any of the above
events occurred.  The Notes
shall be prematurely redeemed upon request of their holders within 60 (Sixty)
working days from the moment of disclosure of information on occurrence of the
above events in accordance with the procedures set out in clauses 9.5. and 11.)
of the Decision on Issuance of Securities, or from the date when holders of the
Notes learned or were to learn of the fact of occurrence of such event.  The Notes may be prematurely redeemed only
after registrationof the Report on the securities
issuance, or after filing with the registering body of a notice on the issuance
results, provided that under the Federal Law On the Securities Market and
other federal laws, the Notes issuance does not require state registration of a
report on the securities issuance results.  Holder of the Notes is entitled to freely sell of
otherwise dispose of the Notes. The Holder of the Notes that purchased the
Notes in the course of the IPO is not entitled to exercise transactions with
the Notes before the Notes are fully repaid and beforea
report on the securities issuance resultsis registered by the state authority, or a notice is filed with the
registering authority onthe Notes issuance resultsas required by the applicable Russian
Federation legislation.  Holder of the Notes is entitled to exercise other
rights provided for by the Russian Federation legislation.  The Issue undertakes to ensure the Notes holders rights, provided they
comply with the procedures for exercising such rights set by the Russian
Federation legislation.  Should the Issue fail to perform or properly perform its obligations
under the Notes, owners of the Notes shall be entitled to address claims to
Open Joint Stock Company Mobile TeleSystems - Capital  (hereinafter, the Warrantor) that has provided surety for the Notes in
accordance with the terms of provision of surety in the form of a warranty for
the purposes of the Notes issuance.  Information of the person that provided surety for
the issued notes:  Full corporate name: Limited Liability CompanyMobile TeleSystems - Capital Abbreviated corporate name: LLC MTS-Capital Location: Russian Federation, Moscow City, Vorontsovskaya, 5,
building 2. Location of the
Warrantors permanent executive body: Russian Federation, Moscow City, Vorontsovskaya,
5,building 2.  The Warrantor that provided the surety shall bear
responsibility jointly with the Issuer for the Issuers failure to perform
(properly perform) its obligations under the Notes.  Title to the provided surety shall pass to acquirer
of the Note together with transfer of title to the Note, in the same scope and
under the same terms that apply at the moment of transfer of title to the
Note.  Transfer of rights arising from
the provided surety shall not be effective if no transfer of title to the Note
takes place.  Information on guarantees of fulfillment of
obligations under the issued Notes and the procedures to be followed by owners
and/or nominal holders of the Notes in case the Issuer defaults on its
obligations under the Notes of this issuance or fails to perform or properly
perform the obligations, were described in clauses 9.7, 12.2 ofthe Decision on issuance of securities andclause 9.1.2. ofthe Securities Issuance Prospectus.  If the Issue has overdue payments under the Notes
of the issue to several Note holders, none of the Note holders shall have any
priority with respect of such Issuers payables.  The Issuer undertakes that it shall repay the
invested funds to the Note holders, should the Notes issuance be recognized as
legally ineffective or invalid.  8. The
terms and provisions of placement of the securities issuance.  8.1. Method of the securities placement:public subscription.  8.2
Validity period of the securities placement.  The procedures for
establishing the Opening date of the placement:  The Opening date of the placement shall be established
by the Issuers authorized management body and shall be communicated to all
stakeholders in accordance with the RF legislation and the procedures for
information disclosure set out in clause 11. of the Decision on issuance of
securities and clause 2.9. of the Securities Issuance Prospectus.  The Opening date of the Notes placement cannot be
earlier than two weeks after publication of an announcement on state
registration of the securities issuance in accordance with the RF legislations
and the procedures for information disclosure set out in clause 11. of the
Decision on issuance of securities and clause 2.9. of the Securities Issuance
Prospectus.  The above two weeks period shall be counted from the date
following the date of publication of an announcement on state registration of
the Notes issuance by Vedomosti Newspaper.  The Opening date of the Notes placement established by
the Issuers authorized management body can be modified by decision of the same
Issuers management body, provided that all requirements to procedures of
information disclosure on changing the date of the Notes placement have been
complied with, as set out in the RF legislation, the Decision on issuance of
the securities and the Securities Issuance Prospectus.  The procedures for establishing the final date of the
placement:  The final date of the placement shall
be established as the earlier of two dates:  a) 10 (Tenth) working day in a row from the date following
the Opening date of the Notes placement; b) the date of placement of the last Note in the issuance.  3


The
Notes placement validity period shall not exceed one year from the state of
state registration of the Notes issuance.  8.3. Procedures for the securities placement:  No preferential rights for acquisition of the offered
securities have been provided for
including preferential rights of the securities acquisition as per Articles 40
and 41 the Federal Law On Joint Stock Companies.  Procedures and terms for making agreements (procedures
and terms for filing and fulfillment of applications) seeking disposal of
securities in the course of securities placement:  The Issue shall
exercise placement of the Notes through involvement of professional
participants of the securities market providing services to the Issuer of the
securities placement and organization of the securities placement:  The organizations that
shall provide to the Issuer the services of the Notes placement (hereinafter,
the Originators) shall be Gazprombank (Open Joint Stock Company), Closed Joint
Stock Company Raffeisenbank Austria, Closed Joint Stock Company Investment
Company Troyka Dialog.  Full corporate name: Gazprombank (Open
Joint Stock Company) Abbreviated corporate
name: GPB (OJSC) TIN: 7744001497 Location: 117420, Moscow City, Namiotkina Street, 16, block 1 Postal address:117418, Moscow City, Novocheriomushkinskaya street,
63 License #:177-04229-100000 (for brokerage activities) Date of issuance: December 27, 2000 Validity period: unrestricted validity period Licensor: Federal Commission for the Securities Market of Russia License #:177-04280-010000 (for dealership activities) Date of issuance: December 27, 2000 Validity period: unrestricted validity period Licensor: Federal Commission for the Securities Market of Russia  Full corporate name: Closed Joint Stock
Company Raffeisenbank Austria Abbreviated corporate
name: CJSC Raffeisenbank Austria TIN:7744000302 Location: 129090, Moscow City, Troitskaya street, 17, building 1 Postal address: 129090, Moscow City, Troitskaya street, 17, building 1 License #:License for brokerage activities # 177-02900-100000 Date of issuance: 27.11.2000 Validity period: unrestricted validity period The Licensor that issued
the above license: Federal Commission for the Securities Market
of Russia  Full corporate name: Closed Joint Stock
Company Investment Company Troyka Dialog Abbreviated corporate
name: CJSC IC Troyka Dialog TIN: 7710048970 Location: Russian Federation, 125009, Moscow City, Romanov side street, 4 Postal address: Russian Federation, 125009, Moscow City, Romanov side street, 4 License #:177-06514-100000 (for brokerage activities) Date of issuance: April 08, 2003 Validity period: unrestricted validity period Licensor: Federal Commission for the Securities Market of Russia License #:177-06518-010000 (for dealership activities) Date of issuance: April 08, 2003 Validity period: unrestricted validity period Licensor: Federal Commission for the Securities Market of Russia  Any of the above
Originators can act as Underwriter of the Notes Issuance (intermediary at
placement) acting on behalf and on account of the Issuer.  Together with
disclosure of the placement Opening date of the, the Issuer shall disclose information
on the Underwriter, to whom Trade Participants of MICEX Stock Exchange shall
address their applications for acquisition of the Notes during the tender to be
held by CJSC MICEX Stock Exchange between potential purchasers of the Notes at
the Opening date of the Notes placement.  The Issuer shall
disclose the Underwriters information to whom Trade Participants of MICEX
Stock Exchange shall address their applications for acquisition of the Notes
during the tender of CJSC MICEX Stock Exchange between potential purchasers of
the Notes at the Opening date of the Notes placement, using the following
methods:  ·news lines of AK&M and Interfax agencies, and of other
information agencies authorized by federal regulator of the securities market
to disclose information to the securities market  not later than 5 (Five) days
before the Opening date of the securities placement; ·The Issuers website - www.mts.ru - not later than 4 (Four)
days before the Opening date of the securities placement.  The above announcement
should also include information on the bank account to which cash funds shall
be received in payment for the Notes.  Key functions of the Originators:  Organization
of preparation and placement of the Notes issue.  Key functions of the Underwriter:  The Underwriter shall act under a relevant agreement
with The Issuer on organization of a loan supported by Notes (hereinafter, The
Agreement).  As set out in the above
Agreement, the Underwriter shall perform the following functions:  ·In its own name, but on account, and on behalf of the Issuer, the
Underwriter shall sell the Notes in accordance with the Agreement and under the
procedures set out in the Decision on issuance of securities and the Securities
Issuance Prospectus. ·Not
later than the next working day after cash funds are received by the
Underwriter from the Notes buyers in payment for the Notes to the Underwriters
account, the Underwriter shall transfer the above funds to the Issuers
settlement account specified in the Agreement, or to another Issuers account,
additionally provided by the Issuer.  The
Underwriter shall make the cash transfer with deduction of commission charged
by CJSC MICEX Stock Exchange (hereinafter, MICEX Stock Exchange, the Market
Maker) and by CJSC MICEX. ·In accordance with the procedures and timeframe
set out in the Agreement, the Underwriter shall file with the Issuer a written
report on execution of such Agreement by the Underwriter. ·Maintain accounting of the Issuers cash funds
received by the Underwriter in connection with the Notes placement separately
from accounting for own cash fund, and cash funds of other customers. ·Perform other actions required to fulfill its
obligations with respect of the Notes placement in accordance with the
applicable Russian Federation legislation.  The Originators obligations, if any, with respect of
purchasing the securities that have not been placed within the allocated
timeframe, and provided that such obligation exists, the quantity (the
procedures for establishing the quantity) of securities that have not been
placed within the allocated timeframe and that constitute the Originators
purchasing obligation, and the time period (the procedures for establishing the
time period) on expiration of which the Originators shall be obliged to
purchase the above quantity of the securities:  In accordance with
the Agreement, the Originators shall have no obligations of purchasing the
securitiesthat have not been placed within
the allocated timeframe.  4


The Originators responsibilities, if any, with
respect of maintaining the prices for the securities in the placement at a
certain level during a certain time period after their placement is completed
(stabilization), including provision of market makers services, and, if
applicable, the time period (the procedures for establishing the time period)
during which the Originators shall be responsible for ensuring stabilization or
provision of market makers services:  As per the Agreement between the Issuer and the Originators,
the latter shall not be responsible for maintaining the prices for the
securities in the placement at a certain level during a certain time period
after their placement is completed (stabilization).  Should the Notes be included in quoting
list B of CJSC MICEX Stock Exchange, the Originators expect singing a
contract on execution of market makers responsibilities with respect of the
Notes throughout the period of their inclusion in quoting list B.  Throughout the period of inclusion of the
Notes in quoting list B of CJSC MICEX Stock Exchange, the Market-maker shall
provide services of the Notes trade in Closed Joint Stock Company MICEX Stock
Exchange by way of setting and maintaining bilateral put and call quotes for
the Notes.  Information on the Originators rights for acquisition
of additional quantity of the Issuers securities that belong to the Issuers
placed (traded) securities of the same kind, category (type) as the securities
being offered; these additional securities may be sold or not sold depending on
the securities placement results:  The Originators have no rights
for acquisition of additional quantity of the Issuers securities that belong
to the Issuers placed (traded) securities of the same kind, category (type) as
the securities being offered.  Amount of the
Underwriters remuneration; if such remuneration (part of remuneration) is paid
to the above parties for the services of maintaining prices for the offered
securities at a certain level during a certain time period after the placement
is completed (stabilization), including the market makers services  the
amount of remuneration for such services:  In accordance with
the Agreement, the Originators remuneration shall not exceed 1% (One per cent)
of nominal value of the Notes issuance (shall not exceed RUR 100,000,000 (One
hundred million).  The Originators remuneration (part of
remuneration) for the services of maintaining prices for the offered securities
at a certain level during a certain time period after the placement is
completed (stabilization), including the market makers services shall not
exceed RUR 50,000 (Fifty thousand).  The Notes
placement may be exercised with or without inclusion of the Notes in quoting
list B. Inclusion of the Notes in quoting list B shall following the Rules of
Listing, Acceptance for Placement and Trade of Securities by Closed Joint Stock
Company MICEX Stock Exchange.  Placement
of the Notes shall be exercised through purchase and sale deals at the Notes
offering price indicated in clause 8.4. . of the Decision on issuance of
securities and clause 9.2. of the Securities Issuance Prospectus).  If a
potential buyer is not a Trade Participant of MICEX Stock Exchange, it should
execute a relevant contract with any broker being a MICEX Stock Exchange Trade
Participant, and issue to it an assignment for buying the Notes.  A potential
buyer being a Trade Participant of MICEX Stock Exchange acts on its own.  A potential
buyer of the Notes shall be required to open a relevant depo account with NDC
or another Depository.  The procedures
and timeframe of depo accounts opening shall follow the internal rules of
respective depositories.  Terms and procedures of the securities placement:  The Notes shall be placed through a public
offering by way of conducting trade by a securities market maker.  Information of
the securities market maker: Full and
abbreviated corporate name:Closed Joint Stock Company MICEX Stock Exchange (CJSC
MICEX Stock Exchange) Location:125009, Moscow City, Bolshoy Kislovskiy, 13 Postal address:125009, Moscow City, Bolshoy Kislovskiy, 13 License
information: Stock Exchange
License #: 077-10489-000001 Date of License issuance:August 23, 2007 License Validity period:unrestricted Licensor:Federal Commission for the Securities Market of
Russia  In connection with the Notes placement, deals shall be
made at MICEX Stock Exchange by way of fulfillment of addressed applications
for Notes purchase submitted via MICEX Stock Exchange trading system and CJSC
MICEX clearing system, respectively, in accordance with Rules of
Securities Trading and other regulations of MICEX Stock Exchange (hereinafter,
MICEX Stock Exchange Rules) and regulations of CJSC MICEX.  Deals of the Notes
placement shall be launched after the tender for interest rate on the first
coupon of the Notes is completed (hereinafter, the Tender) and finished at the
final date of the Notes issue placement.  The Tender shall be launched and completed at the
Opening date of the Notes issue placement. 
The Procedures for holding the Tender have been described in clause 9.3.
of the Decision on issuance of securities and in clause 9.1.2. of the
Securities Issuance Prospectus.  Having received information from the Issuer on
interest rate established for the first coupon, the Underwriter shall make
deals by submission to MICEX Stock Exchange trading system of addressed counter
applications to the ones indicating lower or the same interest rate as that
established for the first coupon.  MICEX
Stock Exchange shall set the time for conducting transactions under the Tender
framework and for making placement deals in coordination with the Underwriter
and/or the Issuer.  The Underwriter shall publish an announcement of
interest rate on the first coupon assisted by MICEX Stock Exchange trading
system via an e-mail to all Trade Participants of MICEX Stock Exchange.  The Underwriter shall satisfy the submitted
applications for purchasing the Notes in full scope provided that the quantity
of Notes indicated in purchase applications does not exceed the quantity of
unplaced Notes.  If a purchase
application exceeds the quantity of unplaced Notes, such an application for
purchasing the securities shall be satisfied within the available quantity of
unplaced Notes.  The Underwriter shall
satisfy the Notes purchase applications using the following procedures:  1) applications shall be met in the ascending order of
the interest rate indicated in the above applications; i.e., first to be
satisfied is the application which quotes the lowest interest rate of all
applications submitted, second to be satisfied is the application which
includes the lowest interest rate of all unsatisfied applications, etc.; 2) if applications quote equal interest rates, they
shall be satisfied in the order of submission. 
After all Notes are place, no more deals shall be made.  After establishing interest rate of the first coupon
on the Notes and satisfaction of applications submitted during the Tender, and
provided that not all Notes are placed through the Tender, MICEX Stock Exchange
Trade Participants acting on their own behalf and account, as well as on behalf
and on account of potential buyers shall be able to submit addressed
applications for purchasing the Notes throughout the whole placement
period.  The acceptable applications
shall be addressed to the Underwriter and shall have settlement code T0.  Starting from the second day of placement, a purchaser
of Notes shall pay the accrued coupon income on the Notes for the respective
days under the procedures set out in clause 8.4. of the Decision on issuance of
securities and in clause 9.2. of the Securities Issuance Prospectus.  Addressed applications for purchase of the Notes
submitted by MICEX Stock Exchange Trade Participants shall be registered
provided that the condition of adequacy of the provided surety is met, as
required by CJSC MICEX Rules for Conducting Clearing Activities on the
Stock Market.  The Underwriter shall make a deal by submitting a
counter application at the same date as that of the original application.  Applications shall be satisfied in the order
of their submission.  5


If an application requests more Notes than
the quantity available on the Underwriters trading section, such application
shall be satisfied within the balance of the Notes available on the Underwriters
trading section.  Deals of Notes placement shall be made in accordance
with MICEX Stock Exchange Rules.  Settlements on the signed deals shall be made in accordance
with CJSC MICEX Rules for Conducting Clearing Activities on the Stock
Market.  The Depository shall transfer the Sold Notes to buyers
depo accounts as at the date of the purchase and sale deals.  Amendment or termination of contracts made
at placement of the Notes shall take place on the grounds and under the
procedures set out in Chapter 29 of the RF Civil Code.  The procedures for making an entry record to depo
account of the first acquirer with a depository providing centralized storage:  Non-Commercial Partnership National Depository Centre
or another Depository shall record the Notes placed through MICEX Stock
Exchange to depo accounts of the Notes buyers as at the date of the respective
purchase and sale transaction.  An entry record to depo account of the first acquirer
with NDC shall be made under the instructions issued by CJSC MICEX, the
clearing entity servicing the deals made in the course of the Notes placement
through MICEX Stock Exchange.  The Depository
shall record the placed Notes to accounts of the Notes buyers using the
procedures for clearing activities of a clearing organization, and procedures
for depository activities of Depositories.  All expenses arising in connection with
entry records of the placed Notes to depo accounts of their first owners
(acquirers) shall be borne by owners (acquirers) of such Notes.  8.4. The price (prices) or the procedures for establishing
the securities placement price:  The Notes shall be placed at the price of RUR 1,000 (One thousand) per
one Note (100% (One hundred per cent) of the Notes nominal value).  Starting from the second day of the Notes placement, at buying a Note,
the buyer shall also pay the accrued coupon income for the respective quantity
of days.  The accrued coupon income (ACI)
per one Note shall be computed using the following formula:  ACI = Nom * C * ((T - T0)/ 365)/ 100 %, where Nom  is nominal value of a Note, C  interest rate of the first coupon (per cent annual), T date of the Notes placement; T0 -Opening date of
the Notes placement.  Accrued
coupon income shall be computed down to one kopeck, truncation of computed
values shall be based on the rules of mathematical round-up.  Rulesof mathematical round-upshall be construed as the method that does not change
the value of whole kopecks provided that the first figure after truncation is
from 0 to 4, but increases the quantity of whole kopecks by one provided that
the first figure after truncation is from 5 to 9.  8.5.
Procedures for exercising preemptive rights for purchasing the offered
securities:  No preemptive rights for purchasing
the offered securities are envisaged.  8.6. Terms
and procedures for making settlements for the securities:  At acquisition of the offered securities of the issuance, payments can
be made by cash transfer in the Russian Federation currency. Form of payment:by bank transfer.  Terms and procedures for settlements for the Notes in
installments. Payment for the Notes in installments is not available. The Notes are placed under the
condition of full settlement.  Settlements for the Notes shall be made in cash
transfers in the Russian Federation currency in accordance with clearing rules of
CJSC MICEX.  Settlements for the Notes at placement shall be made
on the terms delivery against payment in accordance with clearing rules of
CJSC MICEX.  Cash proceeds received by
CJSC MICEX Stock Exchange from the Notes placement shall be recorded to the
Underwriters account with MICEX Clearing Chamber.  Crediting
institution: Full corporate name: NON-BANKING CREDITING ORGANIZATION CLOSED JOINT STOCK COMPANY MOSCOW
INTERBANK CURRENCY EXCHANGE CLEARING CHAMBER Abbreviated corporate
name: CJSC MICEX Clearing Chamber Location: 125009, Moscow City, Middle Kislovskiy, 1/13, building 8 Postal address: 125009, Moscow City, Middle Kislovskiy, 1/13, building 8 BIC: 044583505 TIN: 7702165310 Correspondent acc: 30105810100000000505  Information of the account to which cash funds in payment
for the Notes are to be received shall be disclosed simultaneously with
disclosure of the Underwriters information.  No non-cash payments for the securities
shall be possible.  The Underwriter shall transfer the funds received from the Noted
placement to the Issuers account within the timeframe set out in the contract
on performing agency functions at placement of securities with CJSC MICEX Stock
Exchange.  Other terms and procedures of settlements for the
Notes:  Settlements for the Notes shall follow the CJSC MICEX Rules for
Conducting Clearing Activities on the Stock Market.  Cash settlements shall
be executed via CJSC MICEX Clearing Chamber. Cash settlements related to
purchase and sales deals for the Notes at their placement shall be executed on
the same dates as the dates of respective deals.  Settlements under purchase and sales deals at the
Notes placement shall be based on delivery against payment terms, i.e., the
deals shall require preliminary provision of cash and of securities.  8.7. At what percentage of unplaced securities
the issuance shall be recognized as ineffective, and what procedures shall be
followed to recover the funds delivered in payment for the securities in the
issue should the issue be recognized as ineffective  No
percentage figure of unplaced securities has been established, at which the
issuance shall be recognized as ineffective.  9. The terms of redemption of and income payment
under the Notes  9.1. Form of the Notes redemption  The Notes shall be
redeemed and income under the Notes shall be paid by a payment agent on behalf
and on account of the Issuer in the form of a cash transfer in Russian
Federation roubles (RUR).  Owners of the Notes shall not
be able to select the method and the terms of the Notes redemption.  9.2. Procedures and terms of the Notes
redemption; maturity  Redemption of the Notes of the issuance: Maturity date: 1 820-th (One thousand eight hundred twentieth)
day from the Opening date of the Notes placement.  6


Redemption of the Notes shall be carried out by a
payment agent on behalf and on account of the Issuer (hereinafter, The Payment
Agent).  Data of the Payment Agent are
provided in clause 9.6 of the Decision on issuance of securities and in clause
9.1.2.() of the Securities Issuance Prospectus.  The Issuer accepts the responsibility for timely and
complete transfer to the Payment Agent for the current Notes issuance of the
respective cash funds required to fulfill the payment obligations in accordance
with the Decision on issuance of securities, the Securities Issuance Prospectus,
and the contract between the Issuer and the Payment Agent.  If the Notes redemption maturity date is a day off, be
it a day off established by the state or a day off with respect of settlement
transactions, the relevant sums shall be paid on the first working day
following the day off.  Owner of the
Notes shall not be entitled to demand accrual of interest or any other
compensation for such delay of payment.  The Notes shall be redeemed at their nominal value.  The Notes shall
be repaid in RUR as a bank transfer to benefit of the Note owners.  It is presumed that nominal holders  depositors of
NDC are duly authorized to receive the sums paid in connection with redemption
of the Notes.  Owner of the Notes that is not an NDC depositor is
entitled to authorize a nominal Note holder that is an NDC depositor to receive
the sums of the Notes redemption.  If the
Owner failed to authorize the nominal Notes holder - an NDC depositor which has
the Owners Notes recorded to its accounts with NDC, to receive the sums of the
Notes redemption, such nominal holder no later than 1 p.m. Moscow time on
the third working day preceding the Notes Maturity Date shall submit to NDC the
list of owners including data referred to below as required for inclusion in
the list of Owners and/or Nominal Holders of the Notes.  The date (procedures
for establishing the date) of the note owners list for the purposes of the
notes redemption:  The Notes shall be redeemed to the benefit of the Note
Owners, being such as at the end of NDCs working day preceding the third
working date prior to the Notes Maturity Date (hereinafter, The Date of the
Note Owners and/or Nominal Holders List Production).  Obligations fulfilled towards an owner included in the
list of the note owners and/or nominal holders shall be recognized as properly
fulfilled, including in case of the Notes disposal after the Date of the Note
Owners and/or Nominal Holders List Production.  If rights of an owner of the Notes are accounted for
by a nominal holder, and the nominal holder is authorized to receive the sums
of the Notes redemption, then the person authorized to receive the sums of the
Notes redemption shall be the nominal holder.  If rights of an owner of the Notes are not accounted
for by a nominal holder, and/or the nominal holder has not been authorized to
receive the sums of the Notes redemption, then the person authorized to receive
the sums of the Notes redemption shall be the Notes owner (for an individual
the list should include the owners full name).  Not later than on the 2nd (Second) working day before
the Notes Maturity Date, NDC shall deliver to the Issuer and/or the Payment
Agent a list of Note owners or nominal holders produced as at the Date of the
Note Owners and/or Nominal Holders List Production and including the following
information:  a) full name (Surname, first, patronymic name) of the
person authorized to receive the sums of redemption under the Notes.  b) quantity of the Notes recorded to depo account of
the person authorized to receive the sums of redemption under the Notes;  c) location and postal address of the person
authorized to receive the sums of redemption under the Notes;  z) banking information of the person authorized to
receive the sums of redemption under the Notes, including: ·# of account with the bank; ·name of the bank (and the city where the bank is
located) with which the account was opened; ·corresponding account of the bank, with which
the account was opened; ·banks identification code of the bank, with
which the account was opened (BIC); ·taxpayers identification # (TIN) of the payment
recipient; ·code of reason for registration (CPP) of the
person authorized to receive the sums of redemption under the Notes.  d) tax status of the person authorized to receive the
sums of redemption under the Notes (resident, non-resident with a permanent
establishment in the Russian Federation, non-resident without a permanent
establishment in the Russian Federation).  In addition to the above, a nominal holder is required
to file with NDC, and NDC is obliged to include in the list of Notes owners
and/or nominal holders for repayment of redemption sums, the following
information on individual and corporate Note owners that are not tax residents
of the Russian Federation, irrespective of nominal holders authority to
receive redemption under the Note or absence of such authority:  a) if owner of the Notes is a corporate non-resident
entity: ·individual identification number (IIN)  if
applicable; b) if owner of the Notes is an individual: ·kind, #, date and place of issuance of the
individuals identification document, name of the issuing agency; ·the owners birth day, month and year; ·the owners place of registration and postal
address including zip code; ·the owners tax status; ·the owners # of state pension security
certificate (if applicable); ·the owners TIN (if applicable). ·code of reason for registration (CPP) of the
person authorized to receive the sums of redemption under the Note (if
applicable).  The Issuers obligations shall be considered fulfilled
from the moment of writing off respective cash funds from account of the
Payment Agent.  The Note owners, their authorized persons including
NDC depositors shall themselves be responsible for ensuring completeness and
relevancy of information submitted by them to NDC (information required to
perform the obligations under the Notes) including but not limited to banking
data and information on the persons authorized to receive the sums of
redemption under the Notes.  In case of
failure to submit such information to NDC or failure to submit it in a timely
manner, the above obligations shall be executed towards the person who
presented a claim on fulfillment of obligations, and who is the Notes owner as
at the date of presenting the claim.  The
Issuer shall in this case fulfill the obligations under the Notes on the basis
of data available to NDC.  And in this
case the Issuers obligations shall be recognized fulfilled in full scope and
in due manner.  If banking and other
information provided by owner or nominal holder or available to NDC and
required by the Issuer to perform its obligations under the Notes, prevent the Payment Agent from transferring cash funds in
a timely manner, such delay cannot be viewed as delinquency of obligations
under the Notes, and the Notes owner shall not be able to demand accrual of
interest or any other compensation for such delay of payment.  The Issuer shall transfer the required cash
funds for redemption of the Note to account of the Payment Agent within the
timeframe and under the procedures set out in the Contract between the Issuer
and the Payment Agent.  The Payment
Agent shall compute the sum of cash funds payable to each of the persons in the
list of owners and/or nominal holders of the Notes.  As at the Notes Maturity
Date,Payment Agent shall
transfer the required cash funds to accounts of the persons authorized to
receive the sums of redemption under the Notes to benefit of the Note owners.  If one
person is authorized to receive the sums of redemption under the Notes by
several Note owners, such person shall receive an aggregate amount not broken
down by each Note owner.  7


If theNotes
Maturity Dateis a non-working day,
be it a day off established by the state or a day off with respect of
settlement transactions, the relevant sum shall be paid on the first working
day following such day off.  Owner of the
Notes shall not be entitled to demand accrual of interest or any other
compensation for such delay of payment.  9.3. Procedures for assessing income payable under
each Note.  Coupon (interest-bearing) periodOpening date
  
  Closing date
  
  Coupon (interest) income  1. Coupon:Interest rate on the first coupon - C1  shall
be established through the tender of potential buyers of the Notes in the first
day of the Notes placement.  The
procedures and terms of the tender have been set out in clause 9.3. of the Decision on issuance of securities and in
clause 9.1.2.()of the Securities Issuance Prospectus  The
  coupon period Opening date of the first coupon of the issue is the Opening
  date of the Notes placement.
  
  The
  Closing date of the first coupon period is the date of repayment of this
  coupon, i.e. 182nd day
  from the Opening date of the Notes placement.
  
  Total
  payments under the first coupon per each Note shall be computed with the
  following formula:
  K1
  = C1 * Nom * (T(1) - T(0))/ 365/ 100 %,
  where
  K1
   total coupon payment under 1st coupon per one Note, RUR;
  C1
   interest rate of the 1st coupon, per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(0)
   Opening date of the 1st coupon
  period;
  T(1) 
  Closing date of the 1st coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  number. Rules of mathematical round-up shall be construed as the
  truncation method that does not change the quantity of whole kopecks provided
  that the first figure after truncation is from 0 to 4, but increases by one provided
  that the first figure after truncation is from 5 to 9).  2. Coupon:Interest rate on the second coupon  C2  shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the second coupon of the issue is the182nd day
  from the Opening date of the Notes placement.
  
  The
  Closing date of the second coupon period is the date of repayment of this
  coupon, i.e. 364th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the second coupon per each Note shall be computed with the
  following formula:
  K2
  = C2 * Nom * (T(2) - T(1))/ 365/ 100 %,
  where
  K2
   total coupon payment under 2nd coupon per one Note, RUR;
  C2
   interest rate of the  coupon, per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(1) -
  Opening date of the  coupon period;
  T(2) -
  Closing date of the  coupon period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  3. Coupon:Interest rate on the third coupon - C3  shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the third coupon of the issue is the364th day
  from the Opening date of the Notes placement.
  
  The
  Closing date of the third coupon period is the date of repayment of this
  coupon, i.e. 546th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the third coupon per each Note shall be computed with the
  following formula:
  K3
  = C3 * Nom * (T(3) - T(2))/ 365/ 100 %,
  where
  K3
   total coupon payment under 3rd coupon per one Note, RUR;
  C3
   interest rate of the 3rd coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(2) 
  Opening date of the 3rd coupon
  period;
  T(3) 
  Closing date of the 3rd coupon
  period.
  
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  4. Coupon:Interest rate on the fourth coupon - C4 - shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the fourth coupon of the issue is the546th day
  from the Opening date of the Notes placement.
  
  The
  Closing date of the fourth coupon period is the date of repayment of this
  coupon, i.e. 728th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the fourth coupon per each Note shall be computed with the
  following formula:
  K4
  = C4 * Nom * (T(4) - T(3))/ 365/ 100 %,
  where
  K4
   total coupon payment under 4th coupon per one Note, RUR;
  C4
   interest rate of the 4th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(3) 
  Opening date of the  coupon period;
  T(4) 
  Closing date of the  coupon period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  5. Coupon:Interest rate on the fifth coupon - C5 - shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the fifth coupon of the issue is the728-  day from the Opening date of the Notes
  placement.
  
  The
  Closing date of the fifth coupon period is the date of repayment of this
  coupon, i.e. 910th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the fifth coupon per each Note shall be computed with the
  following formula:
  K5
  = C5 * Nom * (T(5) - T(4))/ 365/ 100 %,
  where
  K5
   total coupon payment under 5th coupon per one Note, RUR;
  C5
   interest rate of the 5th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;  8


T(4) 
  Opening date of the 5th coupon
  period;
  T(5) 
  Closing date of the 5th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  6. Coupon:Interest rate on the sixth coupon - C6 - shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the sixth coupon of the issue is 910th day from the Opening date of the Notes
  placement.
  
  The
  Closing date of the sixth coupon period is the date of repayment of this
  coupon, i.e. 1092nd day
  from the Opening date of the Notes placement.
  
  Total
  payments under the sixth coupon per each Note shall be computed with the
  following formula:
  K6
  = C6 * Nom * (T(6) - T(5))/ 365/ 100 %,
  where
  K6
   total coupon payment under 6th coupon per one Note, RUR;
  C6
   interest rate of the 6th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(5) 
  Opening date of the 6th coupon
  period;
  T(6) 
  Closing date of the 6th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  7. Coupon:Interest rate on the seventh coupon  C7 - shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the seventh coupon of the issue is the1092nd
  day from the Opening date of the Notes placement.
  
  The
  Closing date of the seventh coupon period is the date of repayment of this
  coupon, i.e. 1274th day from the Opening date of the Notes placement.
  
  Total
  payments under the seventh coupon per each Note shall be computed with the
  following formula:
  K7
  = C7 * Nom * (T(7) - T(6))/ 365/ 100 %,
  where
  K7
   total coupon payment under 7th coupon per one Note, RUR;
  C7
   interest rate of the 7th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(6) 
  Opening date of the 7-ro coupon period;
  T(7) 
  Closing date of the 7-ro coupon period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  8. Coupon:Interest rate on the eighth coupon  C8 - shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the eighth coupon of the issue is the1274th day
  from the Opening date of the Notes placement.
  
  The
  Closing date of the eighth coupon period is the date of repayment of this
  coupon, i.e. 1456th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the eighth coupon per each Note shall be computed with the
  following formula:
  K8
  = C8 * Nom * (T(8) - T(7))/ 365/ 100 %,
  where
  K8
   total coupon payment under 8th coupon per one Note, RUR;
  C8
   interest rate of the 8th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(7) 
  Opening date of the 8th coupon
  period;
  T(8) 
  Closing date of the 8th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  9. Coupon:Interest rate on the ninth coupon  C9 - shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the ninth coupon of the issue is the1456th day
  from the Opening date of the Notes placement.
  
  The
  Closing date of the ninth coupon period is the date of repayment of this
  coupon, i.e. 1638th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the ninth coupon per each Note shall be computed with the
  following formula:
  K9
  = C9 * Nom * (T(9) - T(8))/ 365/ 100 %,
  where
  K9
   total coupon payment under 9th coupon per one Note, RUR;
  C9
   interest rate of the 9th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(8) 
  Opening date of the 9th coupon
  period;
  T(9) 
  Closing date of the 9th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  10. Coupon:Interest rate on the tenth coupon  C10 - shall
be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the tenth coupon of the issue is the1638th day
  from the Opening date of the Notes placement.
  
  The
  Closing date of the tenth coupon period is the date of repayment of this
  coupon, i.e. 1820th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the tenth coupon per each Note shall be computed with the
  following formula:
  K10
  = C10 * Nom * (T(10) - T(9))/ 365/ 100 %,
  where
  K10
   total coupon payment under 10th coupon per one Note, RUR;
  C10
   interest rate of the 10th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(9) 
  Opening date of the 10th coupon
  period;
  T(10) 
  Closing date of the 10th coupon
  period.  9


The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  11. Coupon:Interest rate on the eleventh coupon  C11 -
shall be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the eleventh coupon of the issue is the1820th
  day from the Opening date of the Notes placement.
  
  The
  Closing date of the eleventh coupon period is the date of repayment of this
  coupon, i.e. 2002nd day
  from the Opening date of the Notes placement.
  
  Total
  payments under the eleventh coupon per each Note shall be computed with the
  following formula:
  K11
  = C11 * Nom * (T(11) - T(10))/ 365/ 100 %,
  where
  K11
   total coupon payment under 11th coupon per one Note, RUR;
  C11
   interest rate of the 11th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(10) 
  Opening date of the 11th coupon
  period;
  T(11)
   Closing date of the 11th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  12. Coupon:Interest rate on the twelfth coupon  C12 -
shall be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the twelfth coupon of the issue is the2002nd
  day from the Opening date of the Notes placement.
  
  The
  Closing date of the twelfth coupon period is the date of repayment of this
  coupon, i.e. 2184th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the twelfth coupon per each Note shall be computed with the
  following formula:
  K12
  = C12 * Nom * (T(12) - T(11))/ 365/ 100 %,
  where
  K12
   total coupon payment under 12th coupon per one Note, RUR;
  C12
   interest rate of the 12th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(11)
   Opening date of the 12th coupon
  period;
  T(12)
   Closing date of the 12th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  13. Coupon:Interest rate on the thirteenth coupon  C13 -
shall be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the thirteenth coupon of the issue is the2184-   day
  from the Opening date of the Notes placement.
  
  The
  Closing date of the thirteenth coupon period is the date of repayment of this
  coupon, i.e. 2366- day from the Opening date of the Notes
  placement.
  
  Total
  payments under the thirteenth coupon per each Note shall be computed with the
  following formula:
  K13
  = C13 * Nom * (T(13) - T(12))/ 365/ 100 %,
  where
  K13
   total coupon payment under 13th coupon per one Note, RUR;
  C13
   interest rate of the 13th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(12)
   Opening date of the 13th coupon
  period;
  T(13)
   Closing date of the 13th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  14. Coupon:Interest rate on the fourteenth coupon  C14 -
shall be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the fourteenth coupon of the issue is the2366th
  day from the Opening date of the Notes placement.
  
  The
  Closing date of the fourteenth coupon period is the date of repayment of this
  coupon, i.e. 2548th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the fourteenth coupon per each Note shall be computed with the
  following formula:
  K14
  = C14 * Nom * (T(14) - T(13))/ 365/ 100 %,
  where
  K14
   total coupon payment under 14th coupon per one Note, RUR;
  C14
   interest rate of the 14th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(13)
   Opening date of the 14th coupon
  period;
  T(14)
   Closing date of the 14-ro coupon period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole
  quantity.  Rules of mathematical
  round-up shall be construed as the truncation method that does not change the
  quantity of whole kopecks provided that the first figure after truncation is
  from 0 to 4, but increases by one provided that the first figure after
  truncation is from 5 to 9).  15. Coupon:Interest rate on the fifteenth coupon  C15 -
shall be computed in accordance with the procedures set here below.  The
  coupon period Opening date of the fifteenth coupon of the issue is the2548th
  day from the Opening date of the Notes placement.
  
  The
  Closing date of the fifteenth coupon period is the date of repayment of this
  coupon, i.e. 2730th day
  from the Opening date of the Notes placement.
  
  Total
  payments under the fifteenth coupon per each Note shall be computed with the
  following formula:
  K15
  = C15 * Nom * (T(15) - T(14))/ 365/ 100 %,
  where
  K15
   total coupon payment under 15th coupon per one Note, RUR;
  C15
   interest rate of the 15th coupon,
  per cent annual;
  Nom
   nominal value of a Note, RUR;
  T(14)
   Opening date of the 15th coupon
  period;
  T(15)
   Closing date of the 15th coupon
  period.
  The
  sum of coupon payment shall be computed down to one kopeck (truncation shall
  be based on the rules of mathematical round-up to the nearest whole  10


quantity. Rules of mathematical round-up shall
  be construed as the truncation method that does not change the quantity of
  whole kopecks provided that the first figure after truncation is from 0 to 4,
  but increases by one provided that the first figure after truncation is from
  5 to 9).  16. Coupon:Interest rate on the
sixteenth coupon  C16 - shall be computed in accordance with the procedures
set here below.  The coupon period Opening date of the sixteenth
  coupon of the issue is the2730th day from the Opening date of the Notes
  placement.
  
  The Closing date of the sixteenth coupon period is
  the date of repayment of this coupon, i.e. 2912thday from the Opening date of the Notes
  placement.
  
  Total payments under the sixteenth coupon per each
  Note shall be computed with the following formula:
  K16 = C16 * Nom * (T(16) - T(15))/ 365/ 100 %,
  where
  K16  total coupon payment under 16thcoupon per one Note, RUR;
  C16  interest rate of the 16thcoupon, per cent annual;
  Nom  nominal value of a Note, RUR;
  T(15)  Opening date of the 16thcoupon period;
  T(16)  Closing date of the 16thcoupon period.
  The sum of coupon payment shall be computed down to
  one kopeck (truncation shall be based on the rules of mathematical
  round-up to the nearest whole quantity. 
  Rules of mathematical round-up shall be construed as the
  truncation method that does not change the quantity of whole kopecks provided
  that the first figure after truncation is from 0 to 4, but increases by one
  provided that the first figure after truncation is from 5 to 9).  17. Coupon:Interest rate on the
seventeenth coupon  C17 - shall be computed in accordance with the procedures
set here below.  The coupon period Opening date of the seventeenth
  coupon of the issue is the 2912nd day from the Opening date of the Notes
  placement.
  
  The Closing date of the seventeenth coupon period is
  the date of repayment of this coupon, i.e. 3094thday from the Opening date of the Notes
  placement.
  
  Total payments under the seventeenth coupon per each
  Note shall be computed with the following formula:
  K17 = C17 * Nom * (T(17) - T(16))/ 365/ 100 %,
  where
  K17  total coupon payment under 17thcoupon per one Note, RUR;
  C17  interest rate of the 17thcoupon, per cent annual;
  Nom  nominal value of a Note, RUR;
  T(16)  Opening date of the 17thcoupon period;
  T(17)  Closing date of the 17thcoupon period.
  The sum of coupon payment shall be computed down to
  one kopeck (truncation shall be based on the rules of mathematical
  round-up to the nearest whole quantity. 
  Rules of mathematical round-up shall be construed as the
  truncation method that does not change the quantity of whole kopecks provided
  that the first figure after truncation is from 0 to 4, but increases by one
  provided that the first figure after truncation is from 5 to 9).  18. Coupon:Interest rate on the
eighteenth coupon  C18 - shall be computed in accordance with the procedures
set here below.  The coupon period Opening date of the eighteenth
  coupon of the issue is the 3094th day from the Opening date of the Notes
  placement.
  
  The Closing date of the eighteenth coupon period is
  the date of repayment of this coupon, i.e. 3276thday from the Opening date of the Notes
  placement.
  
  Total payments under the eighteenth coupon per each
  Note shall be computed with the following formula:
  K18 = C18 * Nom * (T(18) - T(17))/ 365/ 100 %,
  where
  K18  total coupon payment under 18thcoupon per one Note, RUR;
  C18  interest rate of the 18thcoupon, per cent annual;
  Nom  nominal value of a Note, RUR;
  T(17)  Opening date of the 18thcoupon period;
  T(18)  Closing date of the 18thcoupon period.
  The sum of coupon payment shall be computed down to
  one kopeck (truncation shall be based on the rules of mathematical
  round-up to the nearest whole quantity. 
  Rules of mathematical round-up shall be construed as the
  truncation method that does not change the quantity of whole kopecks provided
  that the first figure after truncation is from 0 to 4, but increases by one
  provided that the first figure after truncation is from 5 to 9).  19. Coupon:Interest rate on the
nineteenth coupon  C19 - shall be computed in accordance with the procedures
set here below.  The coupon period Opening date of the nineteenth
  coupon of the issue is the 3276th day from the Opening date of the Notes
  placement.
  
  The Closing date of the nineteenth coupon period is
  the date of repayment of this coupon, i.e. 3458thday from the Opening date of the Notes
  placement.
  
  Total payments under the nineteenth coupon per each
  Note shall be computed with the following formula:
  K19 = C19 * Nom * (T(19) - T(18))/ 365/ 100 %,
  where
  K19  total coupon payment under 19thcoupon per one Note, RUR;
  C19  interest rate of the 19thcoupon, per cent annual;
  Nom  nominal value of a Note, RUR;
  T(18)  Opening date of the 19thcoupon period;
  T(19)  Closing date of the 19thcoupon period.
  The sum of coupon payment shall be computed down to
  one kopeck (truncation shall be based on the rules of mathematical
  round-up to the nearest whole quantity. 
  Rules of mathematical round-up shall be construed as the truncation
  method that does not change the quantity of whole kopecks provided that the
  first figure after truncation is from 0 to 4, but increases by one provided
  that the first figure after truncation is from 5 to 9).  20. Coupon:Interest rate on the
twentieth coupon  C20 - shall be computed in accordance with the procedures
set here below.  The coupon period Opening date of the twentieth
  coupon of the issue is the 3458th day from the Opening date of the Notes
  placement.
  
  The Closing date of the twentieth coupon period is
  the date of repayment of this coupon, i.e. 3640thday from the Opening date of the Notes
  placement.
  
  Total payments under the twentieth coupon per each
  Note shall be computed with the following formula:
  K20 = C20 * Nom * (T(20) - T(19))/ 365/ 100 %,
  where
  K20  total coupon payment under 20thcoupon per one Note, RUR;
  C20  interest rate of the 20thcoupon, per cent annual;
  Nom  nominal value of a Note, RUR;
  T(19)  Opening date of the 20thcoupon period;
  T(20)  Closing date of the 20thcoupon period.
  The sum of coupon payment shall be computed down to
  one kopeck (truncation shall be based on the rules of mathematical
  round-up to the nearest whole quantity. 
  Rules of mathematical round-up shall be construed as the
  truncation method that does not change the quantity of whole kopecks provided
  that the  11


first figure after truncation is from 0 to 4, but
  increases by one provided that the first figure after truncation is from 5 to
  9).  Procedures for establishing
interest rate for the first coupon:  Interest rate on thefirst couponshall be established through the Tender held by
stock exchange  MICEX Stock Exchange  between potential buyers of the Notes
as at the Notes Placement Opening Date.  On the day of the Tender MICEX Stock Exchange
Trade Participants shall submit addressed bids for the Notes with settlement
code T0 to Underwriter via MICEX Stock Exchange trading system, both on their
on account, and on account and on behalf of their customers.  MICEX Stock Exchange shall set the time and
procedures for submission of Tender bids in coordination with the Underwriter
and/or the Issuer.  A bid shall state the following relevant terms: i. Purchasing price; ii. Quantity of the Notes; iii. Acceptable interest rate of the first
coupon; iv. Other parameters in accordance with Rules of
Securities Trading and other regulations of MICEX Stock Exchange.  Cash provision should be made in the amount
sufficient for full payment for the Notes, as stated in the applications
including commission fees of MICEX Stock Exchange and CJSC MICEX.  Purchasing price shall state the Notes Placement
Price as per the Securities Issuance Prospectus and the Decision on issuance of
securities.  The Notes quantity shall state the maximum
quantity of the Notes that the potential buyer would be willing to buy,
provided the Issuer sets the first coupon interest rate above or equal the
acceptable interest rate for the first coupon, as stated in the bid.  The acceptable interest rate for the first
coupon shall state the first coupon interest rate to be announced by the
Issuer, at which rate the potential investor would be willing to buy the Notes
in the quantity stated in the bid.  The
acceptable interest rate shall be stated as per cent annual rate down to one
hundredth of a per cent.  A bid of a MICEX Stock Exchange Trade
Participant shall be accepted for execution if the provided surety is
sufficient in accordance with CJSC MICEX Rules for Conducting Clearing
Activities on the Stock Market.  The Issuer shall take decision on interest rate for
the first coupon and shall inform MICEX Stock Exchange of its decision in
writing.  After an information agency
publishes an announcement of the first coupon interest rate, the Issuer shall
inform the Underwriter of the established interest rate for the first coupon.  The Underwriter shall publish an announcement of
the first coupon interest rate using the MICEX Stock Exchange Trading System
via e-mail to all Trade Participants.  The Issuer shall disclose the interest rate
established for the first coupon in accordance with the procedures set in
clause 11. of the Decision on issuance of securities and clause 2.9. of the
Securities Issuance Prospectus.  Procedures for
setting interest rate to the coupons starting from the second coupon: 1) Within 2 (Two) working days from the Notes
Placement Opening, the Issuer may take a decision on purchasing the Notes from
their owners within the next 5 (Five) working days of coupon period j (j=1-19).  If the Issuer takes such decision, interest
rates for all coupons of the Notes, which have the sequential numbers below or
equal to j, shall be established as equal to the first coupon interest rate.  The Issuer shall communicate the above
information including sequential numbers of the coupons, for which interest
rate was established as equal to the first coupon interest rate, and sequential
number of the coupon period (j), in which owners of the Notes shall be able to
demand repurchase of the Notes prior to potential Notes buyers by publishing
the below announcements within the below time period from the date of the
meeting protocol of the Issuers authorized body that has taken decision on
purchasing the Notes: ·on news lines (AK&M
or Interfax or ANO AZIPI)  within 1 (One) day; ·on Internet website -
www.mts.ru - within 2 (Two) days. This information shall be published not later
than the 1 (First) working day before the Notes Placement Opening. Should the Issuer fail to take such decision,
interest rates for all coupons starting from the second one, shall be
established as equal to the first coupon interest rate.  2) For the coupons, for which the Issuer failed
to establish an interest rate (procedures for establishing interest rate) prior
to the Notes Placement Opening (i=(j+1),.,20), the interest rate shall be
established as a numerical figure at the Date of Establishing the i coupon,
which occurs not later than 7 (Seven) working days before payment of coupon
(i-1).  At the date of establishing i
coupon, the Issuer shall be able to set the rates of any quantity of undefined
coupons following i coupon (where k  is the number of the last of the
coupons being defined). The Issuer shall informs the Notes owners of the
interest rate on i coupon within 5 (Five) working days before opening of i
coupon period on the Notes by publishing a relevant announcement under the
procedures set out in clause 11. of the Decision on issuance of securities and
clause 2.9. of the Securities Issuance Prospectus.  3) If after announcement of coupon interest
rates (as set out in the previous subclauses) there still exist undefined rates
of at least one of subsequent coupons, then together with the announcement of
rates for i coupon and other coupons of the Notes being defined, the Issuer
shall be required to ensure the Notes owners right to demand that the Issuer
purchase the Notes in the last 5 (Five) working days of k coupon period (if the
Issuer defines the rate for only one i coupon, i=k).  The above information including sequential
numbers of the coupons, for which interest rate was defined on the Date of
Establishing i coupon, and sequential numbers of coupon period (k), in which
the notes shall be purchased, shall be communicated to potential buyers of the
Notes by way of publishing in accordance with the procedures set out in clause
11. of the Decision on issuance of securities and clause 2.9. of the Securities
Issuance Prospectus.  The Issuer shall inform MICES
Stock Exchange of decisions taken in accordance with subclauses (2) and (3) of
the aboveDecision on issuance of
securities and subclauses(2) and
(3) clause 9.1.2. (a)of the Securities
Issuance Prospectus, including interest rates within5 (Five) working days prior to completion of (i-1) coupon period (the
period in which interest rate is defined for i coupon and subsequent coupons).  9.4. Procedures and
timeframe of income payment under the Notes including the procedures and
timeframe of income payment under each coupon  Date of production of a list of
  NotesCoupon
  (interest-bearing) period
  
  Time (date) of coupon
  (interest)
  
  owners for coupon (interest)
  incomeOpening date
  
  Closing date
  
  income payment
  
  payment  1. Coupon:Interest rate on the
first coupon - C1  shall be established through the tender of potential buyers
of the Notes in the first day of the Notes placement.  The procedures and terms of the tender have
been set out in clause 9.3. of the Decision on issuance of securities and in
clause 9.1.2. ()  of the Securities Issuance Prospectus  The coupon period Opening date of the first coupon
  of the issue is the Opening date of the Notes placement.
  
  The Closing date of the first coupon period is the
  date of repayment of this coupon.
  
  Coupon income on the first coupon shall be paid on
  182ndday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  12


Procedures for payment of coupon
(interest) income:  Income on the Notes shall be paid by the Payment Agent
on account and on behalf of the Issuer.  Income on the Notes shall be paid in the Russian
Federation currency by way of a bank transfer to benefit of the Notes owners. It is presumed that nominal holders  depositors of NDC are authorized
to receive the sums of income on the Notes. An NDC depositor that has not been
authorized by its customers to receive income on the Notes no later than 1 p.m.
Moscow time on the third working day preceding the Date of Income Payment under
the Notes shall submit to NDC the list of owners including data referred to
below as required for inclusion in the list of Owners and/or Nominal Holders of
the Notes.  Income on the Notes shall be paid to the Notes owners
that retain such status as at the end of NDCs operating day preceding the
third working day prior to the date of income payment under the Notes (hereinafter, The Date of the Note Owners and/or Nominal Holders List
Production).  Obligations fulfilled towards an
owner included in the list of the note owners and/or nominal holders shall be
recognized as properly fulfilled, including in case of the Notes disposal after
the Date of the Note Owners and/or Nominal Holders List Production.  If rights of an owner of the
Notes are accounted for by a nominal holder, and the nominal holder is
authorized to receive the sums of income of the Notes, then the person authorized
to receive the sums of income on the Notes shall be the nominal holder.  If rights of an owner of the Notes are not
accounted for by a nominal holder, and/or the nominal holder has not been
authorized to receive the sums of income on the Notes, then the person
authorized to receive the sums of income on the Notes shall be the Notes owner
(for an individual the list should include the owners full name).  Not later than on the 2nd
(Second) working day before the Date of Income Payment on the Notes, NDC shall
deliver to the Issuer and/or the Payment Agent a list of Note owners or nominal
holders produced as at the Date of the Note Owners and/or Nominal Holders List
for the purposes of income payment, including the following information:  a) full name (Surname, first,
patronymic name) of the person authorized to receive the sums of income on the
Notes.  b) quantity of the Notes recorded
to depo account of the person authorized to receive the sums of income on the
Notes;  c) location and postal address of
the person authorized to receive the sums of income on the Notes;  r) banking information of the
person authorized to receive the sums of income on the Notes, including: ·#
of account with the bank; ·name
of the bank (and the city where the bank is located) with which the account was
opened; ·corresponding
account of the bank, with which the account was opened; ·banks
identification code of the bank, with which the account was opened (BIC); ·taxpayers
identification # (TIN) of the payment recipient; ·code
of reason for registration (CPP) of the person authorized to receive the sums
of income on the Notes.  d) tax status of the person
authorized to receive the sums of income on the Notes (resident, non-resident
with a permanent establishment in the Russian Federation, non-resident without
a permanent establishment in the Russian Federation).  In addition to the above, a
nominal holder is required to file with NDC, and NDC is obliged to include in
the list of Notes owners and/or nominal holders for receiving coupon income,
the following information on individual and corporate Note owners that are not
tax residents of the Russian Federation, irrespective of nominal holders
authority to receive coupon income under the Note or absence of such authority: a) if owner of the Notes is a
corporate non-resident entity: ·individual identification number
(IIN)  if applicable; b) if owner of the Notes is an
individual: ·kind, #, date and place of
issuance of the individuals identification document, name of the issuing
agency; ·the owners birth day, month and
year; ·the owners place of
registration and postal address including zip code; ·the owners tax status; ·the owners # of state pension
security certificate (if applicable); ·the owners TIN (if applicable). ·code of reason for registration
(CPP) of the person authorized to receive the sums of coupon income under the
Note (if applicable).  The Issuers obligations shall be
considered fulfilled from the moment of writing off respective cash funds from
account of the Payment Agent.  The Note owners, their authorized
persons including NDC depositors shall themselves be responsible for ensuring
completeness and relevancy of information submitted by them to NDC (information
required to perform the obligations under the Notes) including but not limited
to banking data and information on the persons authorized to receive the sums
of income on the Notes.  In case of
failure to submit such information to NDC or failure to submit it in a timely
manner, the above obligations shall be executed towards the person who
presented a claim on fulfillment of obligations, and who is the Notes owner as
at the date of presenting the claim.  The
Issuer shall in this case fulfill the obligations under the Notes on the basis
of data available to NDC.  And in this
case the Issuers obligations shall be recognized fulfilled in full scope and
in due manner.  If banking and other
information provided by owner or nominal holder or available to NDC and
required by the Issuer to perform its obligations under the Notes, prevent the
Payment Agent from transferring cash funds in a timely manner, such delay
cannot be viewed as delinquency of obligations under the Notes, and the Notes
owner shall not be able to demand accrual of interest or any other compensation
for such delay of payment.  The
Issuer shall transfer the required cash funds for redemption of the Note to
account of the Payment Agent within the timeframe and under the procedures set
out in the Contract between the Issuer and the Payment Agent.  ThePayment Agent shall
compute the sum of cash funds payable to each of the persons in the list of
owners and/or nominal holders of the Notes.  As at the Date of Income Payment on the Notes, the Payment Agent
shall transfer the required cash funds to accounts of the persons authorized to
receive the sums of income on the Notes and included in the List of
the Note Owners and/or Nominal Holders.  If one person isauthorized to
receive the sums of income on the Notes by several Note owners, such person
shall receive an aggregate amount not broken down by each Note owner.  If theDateof Coupon Income Payment under
the Notes is a non-working day, be it a day off established by the state or a
day off with respect of settlement transactions, the relevant sum shall be paid
on the first working day following such day off.  Owner of the Notes shall not be entitled to
demand accrual of interest or any other compensation for such delay of payment.  2. Coupon:Interest rate on the second
coupon - C2 - shall be established in accordance with the procedures set out in
clause 9.3. of the Decision on issuance of Securities and clause 9.1.2. of the
Securities Issuance Prospectus.  The coupon period Opening date of the second coupon
  of the issue is the 182nd day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the second coupon shall be paid on
  364thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of  13


income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the second
coupon are the same and the procedures for coupon income payment on the first
coupon.  3. Coupon:Interest rate on the third coupon  C3 - shall be established in accordance
with the procedures set out in clause 9.3. of the Decision on issuance of
Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the third coupon
  of the issue is the 364th day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the third coupon shall be paid on
  546th day from placement opening of
  the Notes issue.
  
  Income on the Notes shall be paid to the Notes owners
  that retain such status as at the end of NDCs operating day preceding the
  third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the third
coupon are the same and the procedures for coupon income payment on the first
coupon.  4. Coupon:Interest rate on the fourth coupon  C4 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the fourth coupon
  of the issue is the546th day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the fourth coupon shall be paid on
  728thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the fourth
coupon are the same and the procedures for coupon income payment on the first
coupon. 5. Coupon:Interest rate on the fifth coupon  C5 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the fifth coupon
  of the issue is the 728th day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the fifth coupon shall be paid on
  910thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the fifth
coupon are the same and the procedures for coupon income payment on the first
coupon.  6. Coupon:Interest rate on the sixth coupon  C6 - shall be established in accordance
with the procedures set out in clause 9.3. of the Decision on issuance of
Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the sixth coupon
  of the issue is the 910-day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the sixth coupon shall be paid on
  1092ndday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the sixth coupon
are the same and the procedures for coupon income payment on the first coupon.  7. Coupon:Interest rate on the seventh coupon  C7 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the seventh coupon
  of the issue is the 1092nd day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the seventh coupon shall be paid on
  1274thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
seventh coupon are the same and the procedures for coupon income payment on the
first coupon.  8. Coupon:Interest rate on the eighth coupon  C8 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the eighth coupon
  of the issue is the 1274th day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the eighth coupon shall be paid on
  1456thday from
  placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the eighth
coupon are the same and the procedures for coupon income payment on the first
coupon.  9. Coupon:Interest rate on the ninth coupon  C9 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the ninth coupon
  of the issue is the 1456th day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the ninth coupon shall be paid on
  1638thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the ninth
coupon are the same and the procedures for coupon income payment on the first
coupon.  14


10. Coupon:Interest rate on the tenth coupon  C10 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the tenth coupon
  of the issue is the 1638th day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the tenth coupon shall be paid on
  1820thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the tenth
coupon are the same and the procedures for coupon income payment on the first
coupon.  11. Coupon:Interest rate on the eleventh coupon  C11 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the eleventh
  coupon of the issue is the 1820th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the eleventh coupon shall be paid
  on 2002ndday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
eleventh coupon are the same and the procedures for coupon income payment on
the first coupon.  12. Coupon:Interest rate on the twelfth coupon  C12 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the twelfth coupon
  of the issue is the 2002nd day from the Opening date of the Notes placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the twelfth coupon shall be paid on
  2184thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
twelfth coupon are the same and the procedures for coupon income payment on the
first coupon.  13. Coupon:Interest rate on the thirteenth coupon  C13 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the thirteenth
  coupon of the issue is the 2184th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the thirteenth coupon shall be paid
  on 2366thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
thirteenth coupon are the same and the procedures for coupon income payment on
the first coupon.  14. Coupon:Interest rate on the fourteenth coupon  C14 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the fourteenth
  coupon of the issue is the 2366th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the fourteenth coupon shall be paid
  on 2548thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
fourteenth coupon are the same and the procedures for coupon income payment on
the first coupon.  15. Coupon:Interest rate on the fifteenth coupon  C15 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the fifteenth
  coupon of the issue is the 2548th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the fifteenth coupon shall be paid
  on 2730thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
fifteenth coupon are the same and the procedures for coupon income payment on
the first coupon.  16. Coupon:Interest rate on the sixteenth coupon  C16 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the sixteenth
  coupon of the issue is the 2730th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the sixteenth coupon shall be paid
  on 2912thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
sixteenth coupon are the same and the procedures for coupon income payment on
the first coupon.  15


17. Coupon:Interest rate on the seventeenth coupon  C17 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the seventeenth
  coupon of the issue is the 2912th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the seventeenth coupon shall be
  paid on 3094thday from placement opening of the Notes
  issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
seventeenth coupon are the same and the procedures for coupon income payment on
the first coupon.  18. Coupon:Interest rate on the eighteenth coupon  C18 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the eighteenth
  coupon of the issue is the 3094th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the eighteenth coupon shall be paid
  on 3276thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
eighteenth coupon are the same and the procedures for coupon income payment on
the first coupon.  19. Coupon:Interest rate on the nineteenth coupon  C19 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the nineteenth
  coupon of the issue is the 3276th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the nineteenth coupon shall be paid
  on 3458thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
nineteenth coupon are the same and the procedures for coupon income payment on
the first coupon.  20. Coupon:Interest rate on the twentieth coupon  C20 - shall be established in
accordance with the procedures set out in clause 9.3. of the Decision on
issuance of Securities and clause 9.1.2. of the Securities Issuance Prospectus.  The coupon period Opening date of the twentieth
  coupon of the issue is the 3458th day from the Opening date of the Notes
  placement.
  
  The coupon period Closing date shall be the date of
  payment of this coupon.
  
  Coupon income on the twentieth coupon shall be paid
  on 3640thday
  from placement opening of the Notes issue.
  
  Income on the Notes shall be paid to the Notes
  owners that retain such status as at the end of NDCs operating day preceding
  the third working day prior to the date of income payment under the Notes.  Procedures for payment of coupon
(interest) income:  The procedures for coupon income payment on the
twentieth coupon are the same and the procedures for coupon income payment on
the first coupon.  For the purposes of income
payment on the twentieth coupon the List of Notes owners and/or nominal holders
produced for the Notes redemption shall be used.  Income on the twentieth coupon shall be paid
simultaneously with redemption of the Notes.  9.5.
Availability and terms of premature redemption of the Notes  The Notes can be redeemed prematurely on request
of their owners.  The earliest possible date for claiming premature
redemption of the Notes:  Premature redemption of the Notes shall not be
possible before state registration of the Report on the Securities Issuance
Results, orafter filing with the registering body of a notice on the issuance
results, provided that under the Federal Law On the Securities Market and
other federal laws, the Notes issuance does not require state registration of a
report on the securities issuance results.  In case of premature redemption of the Notes,
the buy-out shall be executed at their nominal value. Accrued coupon income
(ACI) as at the Date of the Notes Premature Redemption shall be additionally
paid.  Owner of the Notes shall be able to demand
repayment of the Notes nominal value and accrued coupon income on the Notes due
to it in the following circumstances: ·delisting of the Notes by all stock exchanges that
included the Notes in their quoting lists,provided that under the Federal Law On the
Securities Market and other federal laws, the Notes issuance does not require
state registration of a report on the securities issuance results; ·delay for more than 7 (Seven) days of execution
by the Issuer of its obligations of coupon income payment on the Notes, after
the due date of the respective coupon income payment as per the Decision on
issuance of Securities and the Securities Issuance Prospectus; ·declaration by the Issuer of its default on the
financial obligations towards owners of the Notes of the issue.  Owner of the Notes
shall be able to demand repayment of the Notes nominal value and accrued coupon
income on the Notes due to it assessed in accordance with clause 15. of the
Decision on issuance of Securities and clause 10.10 of the Securities Issuance
Prospectus.  Last date of presenting the Notes for premature
redemption:  The Premature Redemption Date  The Notes can be
prematurely redeemed on demand of their owners within 60 (Sixty) working days
from the moment of disclosure by the Issuer of the fact of the above
circumstances in accordance with the procedures set out in clauses 9.5. and
11(u) of the Decision on Issuance of Securities, or from the date when of the
fact of the above circumstances became known or should have become known to
owners of the Notes.  Terms and procedures for
premature redemption of the Notes:  Premature
redemption of the Notes shall be carried out on behalf of and on account of the
Issuer by a Payment Agent (hereinafter, The Payment Agent).  Functions of the Payment Agent shall be
performed by:  Full corporate name: Non-Commercial
Partnership National Depository Centre Abbreviated corporate name: NDC Location:
Moscow City, Middle Kislovskiy per., 1/13, building 4  16


If the date of premature redemption of the Notes
is a day off, be it a day off established by the state or a day off with
respect of settlement transactions, the relevant sums shall be paid on the
first working day following the day off. 
Owner of the Notes shall not be entitled to demand accrual of interest
or any other compensation for such delay of payment.  In case of premature redemption the Notes shall
be repurchased at their nominal value. In addition, the Issuer shall pay to the
Notes owners the sums of accrued coupon income as at the date of execution by
the Issuer of its obligations wit respect of premature redemption of the Notes
assessed in accordance with clause 15. of the Decision on issuance of
Securities and clause 10.10 of the Securities Issuance Prospectus.  Nominal value of the Notes and accrued coupon
income in connection with their premature redemption shall be repaid as a bank
transfer in RUR.  The Notes prematurely redeemed by the Issuer
cannot be put on the market.  In order to exercise its right for premature
redemption of the Notes, owner of the Notes that is an NDC depositor, or
nominal holder that is an NDC depositor authorized by the Notes owner to act
towards premature redemption of the Notes, shall perform the following
mandatory actions: ·submit to the Issuer a request (application) in
a written form for premature redemption of the Notes (in accordance with the
requirements specified in the Decision on issuance of Securities and in the
Securities Issuance); ·submit to NDC an order issued in accordance
with NDC requirements for transfer of the Notes subject to premature redemption
to the depo account section designated for recording the Notes subject to
premature redemption.  Request (application) for premature redemption of
the Notes shall be delivered to the Issuer against its signature from 9 a.m. to
5 p.m. (Moscow time) within 30 (Thirty) working days after the moment when the
Notes obtained the right to demand premature redemption of the Notes, or
delivered by registered mail with a return receipt to the Issuers postal
address.  Request (application) in a written form for
premature redemption of the Notes shall be submitted with the following
attachments: ·if
the request is signed by other person than the Notes owner, a document is to be
attached supporting the powers of the person who signed the request on behalf
of the Notes owner; ·notarized
sample of signature of the person who signed the request on behalf of the Notes
owner; ·a
copy of NDC report certified by NDC on transfer of the Notes to the depo
account section designated for blocking securities at redemption.  Request (application) for premature redemption
of the Notes shall include the following: ·statement
of the circumstance based on which the Note owner became entitled to demand
premature redemption; ·for
a corporate Notes owner  name of the legal entity, location, TIN; ·for
an individual Notes owner  surname, first, middle name, residential address,
other passport data, TIN (if assigned in accordance with applicable procedures; ·quantity
of the Notes; ·payment
information of income recipient:  1. full name (surname, first, patronymic name)
of the person authorized to receive the sums of income on the Notes. 2. location and postal address of the person
authorized to receive the sums of income on the Notes; 3. banking information of the person authorized
to receive the sums of income on the Notes, including: ·# of account with the bank; ·corresponding account of the bank, with which
the account was opened; ·banks identification code of the bank, with
which the account was opened (BIC); ·taxpayers identification # (TIN) of the payment
recipient; ·code of reason for registration (CPP) of the
person authorized to receive the sums of income on the Notes.  4. tax status of the person authorized to
receive the sums of redemption under the Notes (resident, non-resident with a
permanent establishment in the Russian Federation, non-resident without a
permanent establishment in the Russian Federation).  Non-residents and individuals are required to
provide the following information in the Request: ·full
name/surname, first, patronymic name of the Notes owner; ·full
name of the person authorized to receive the sums of redemption under the
Notes; ·location
(or registration for individuals) and postal address including postal zip code
of the Notes owner ·banking
information of the person authorized to receive the sums of redemption under
the Notes ·taxpayers identification # (TIN) of the Notes
owner; ·tax
status of the Notes owner if owner of the Notes is a corporate
non-resident entity: ·individual
identification number (IIN)  if applicable; if owner of the Notes is an individual: ·kind,
#, date and place of issuance of the Notes owners identification document,
name of the issuing agency; ·the
Notes owners TIN (if applicable); ·the
Notes owners birth day, month and year).  Within 5 (Five) working days from the moment of
receiving the documents, the Issuer shall review them for correctness, and
provided that the submitted documents comply with the terms set out in the
Decision on issuance of Securities and the Securities Issuance Prospectus the
Issuer shall make cash transfer to benefit of the Notes owner.  The Issuer shall make cash transfer to account
of the Payment Agent in the sum payable to the Notes owner, and shall provide
the Payment Agent with data required for making a corresponding payment to
benefit of the Notes owner.  Together with notification, the Issuer shall
provide copies of NDC reports on transaction on the depo accounts of the Notes
owners (nominal holders) supporting transfer of the Notes to the depo account
sections designated for accounting for the Notes subject to premature
redemption.  Within 2 (Two) days after the date of receiving
cash funds from the Issuer and of data required for making corresponding
payments to benefit of the Notes owners, the Payment Agent shall transfer cash
to benefit of the Notes owner, as per the enclosed information.  Not later than the next working day after the
date of transfer, the Payment Agent shall inform the Issuer and NDC depositor
of the fact of transfer.  Obligations of the Issuer shall be considered
fulfilled from the moment of writing the respective cash funds from account of
the Payment Agent.  If the submitted documents do not meet the above
requirements, the Issuer shall not later than the fifth working day from the
moment of receiving the above documents deliver to the person who signed the
request for the Notes redemption and to NDC a notice on the reasons for
declining the documents.The Issuer shall submit information to NDC of the refusal to satisfy
the Request for Premature Redemption stating the name, surname, first and patronymic
name of individual owner, quantity of the Notes, and name of the Depository
which opened an account to the owner.  Having received such a notification, the person
who signed the request does not loose the right to resubmit the request for
premature redemption of the Notes.  After the Issuer fulfills is obligations of
premature redemption of the Notes, NDC shall write the redeemed Notes off the
depositors account with NDC and record them to the respective issuance depo
account section designated for accounting for redeemed Notes with NDC.  If the date of premature redemption of the Notes
is a day off, be it a day off established by the state or a day off with
respect of settlement transactions, the relevant sums shall be paid on the
first working day following the day off. 
Owner of the Notes shall not be entitled to demand accrual of interest
or any other compensation for such delay of payment.  17


It is presumed that nominal holders  depositors
of NDC are duly authorized to receive the sums paid in connection with
premature redemption of the Notes and/or conduct other actions required forpremature redemption of the Notes to benefit of
the Notes owners.  The procedures for disclosure
of information on premature redemption of the Notes:  on
news lines (AK&M or Interfax or ANO AZIPI)  within 1 (One) day; ·on Internet website -
www.mts.ru - within 2 (Two) days.  This information shall be published not later
than the 1 (First) working day before the Notes Placement Opening.  Should the Issuer fail to take such decision,
interest rates for all coupons starting from the second one, shall be
established as equal to the first coupon interest rate.  Within 1 (One) working day after the date of
occurrence of the event that enables the Notes owner to demand premature
redemption of the Notes the Issuer shall publish information on news lines
(AK&M or Interfax or ANO AZIPI), and within 2 (Two) days after the above
date the Issuer shall put information on its Internet website - www.mts.ru,
stating the following: ·description of the event
enabling the Notes owners to demand premature redemption of the Notes; ·the date when the event
occurred; ·possible actions of the Notes
owners towards satisfaction of their claims on premature redemption of the
Notes.  Publicationon the Internet website shall be done
after publication on the news line.  After the Notes
were prematurely redeemed by the Issuer, the Issuer shall announce the time of
exercising its obligations.  The above information (including the quantity of
redeemed Noted) shall be published within the following timeframe after the
last date of exercising the obligations: ·on news lines (AK&M
or Interfax or ANO AZIPI)  within 1 (One) day; ·on Internet website -
www.mts.ru - within 2 (Two) days.  Publicationon the Internet website shall be done
after publication on the news line.  9.6.
Information of payment agents on the notes  Coupon (interest) income and sums of redemption
(premature redemption) shall be paid via the Payment Agent.  The Payment Agent:  Full corporate name: Non-Commercial Partnership National
Depository Centre Abbreviated corporate name: NDC Location: Moscow City, Middle Kislovskiy per.,
1/13, building 4 Postal address:105062, Russia, Moscow City, Mashkova street, 13,
building. 1.  The Payment Agent shall perform the following
functions: 1. On behalf and on account of the Issuer, shall
transfer cash funds to the persons included in the List of Notes owners and/or
Nominal Holders entitled to receive coupon income/sums of redemption (here
below in this clause, The List of Notes Owners and/or Nominal Holders) in the
amounts, within the timeframe and under the procedures established by the
Decision on issuance of securities, the Securities Issuance Prospectus, and the
Agreement between the Issuer and the Payment Agent.  The Issuer shall make preliminary transfer of
the cash funds designated for Payments under the Notes to be executed by the
Payment Agent to the bank account indicated by the Payment Agent under the
procedures and within the timeframe specified in the Agreement between the
Issuer and the Payment Agent. 2. Provide information to NDC depositors and to
all concerned parties regarding the time and terms of coupon income payment under
the Notes and/or redemption of the Notes by way of placement of the above
information on NDCs website: www.ndc.ru. 3. Ensure confidentiality of information
received by the Payment Agent in the course of execution of its obligations
provided this information is not public and is not required for disclosure by
legal and regulatory acts of the Russian Federation.  The Issuer shall be able to appoint other
payment agents or annul such appointments.  It is presumes that the Issuer cannot
simultaneously appoint several payment agents.  The Issuer shall publish an official announcement
of the above actions within 3 (Three) working days from the date of such
appointments or their annulment on news line (AK&M or Interfax or ANO
AZIPI) and in its Internet website  www.mts.ru.  9.7.
Information on actions of the Notes owners and on the disclosure procedures in
case of default on the Notes:  As required by Articles 810 and 811 of the RF
Civil Code, the Issuer is obliged to repay to the Notes owners at redemption the
nominal value of the Notes and coupon income on the Notes within the timeframe
and under the procedures established by the Decision on Issuance of Securities,
the Securities Issuance Prospectus.  The Issuers failure to fulfill the obligations
under the Notes shall represent a material violation of the loan agreement
(default) in case of: ·overdue obligation of the next interest income
(coupon) payment under the Notes for over 7 (Seven) days, or refusal to fulfill
the above obligation; ·overdue obligation of repayment of the
principal on the Notes for over 30 (Thirty) days, or refusal to fulfill the
above obligation.  Delay in execution of the respective
obligations, but not exceeding the above time limits shall represent a
technical default.  Each owner of the Notes is entitled to demand
compensation of the Notes nominal value and repayment of the accrued coupon
income under the notes due to it in the situations specified in the Decision on
Issuance of Securities, the Securities Issuance Prospectus.  If the Issuer fails to execute and/or properly
execute its obligations under the Notes, the Notes owners shall be entitled to
apply to the Warrantor that has provided surety for the Notes of the issuance
in accordance with the terms of surety provision in the form of a warranty for
the purposes of the Notes issue, as specified in clause 12 of the Decision on
Issuance of Securities, and in clause 9.1.2 of the Securities Issuance
Prospectus.  If the Notes owners are unable to
get satisfaction of the claims with respect of the Notes owned by them and
addressed to the Issuer and/or the Warrantor,the Notes owners shall be entitled to apply to
court or to arbitration with a claim against the Issuer and/or the Warrantor.  Individual Note owners shall in
this case be able to apply to court of general jurisdiction at location of the
defendant, and corporate Note owners and individual businessmen  Note owners
shall be able to apply to arbitration at location of the defendant.  Overall limitation of sanctions
for application to court (court of general jurisdiction or arbitration) with
claims against the Issuer and/or the Warrantor shall be 3 (Three) years.  In case of the Issuers default
or technical default under the Notes, the Issuer shall pay interest to the
Notes owners in addition to overdue payments, as required by Article 395
of the RF Civil Code.  If the Issuer fails to execute and/or properly
execute its obligations under the Notes(including in case of default or technical
default), the Issuer shall publish an announcement of its failureto execute and/or properly execute its
obligations to the Notes owners, stating: ·the volume of defaulted obligations; ·the reason for the default; ·the list of actions that the Notes owners may
potentially take to satisfy their claims.  The Issuer shall publish the above information
within the following timeframe from the date of failure to execute and/or
properly execute The Issuers obligations under the Notes:  ·on news line (AK&M or Interfax or ANO AZIPI)
 within 1 (One) day;  18


·on its Internet website 
www.mts.ru within 2 (Two) days.  The announcement in
Internet shall be published after the publication on the news line.  10.
Information on repurchase of the notes  The procedures for repurchasing the Notes on
demand of their owner(s) with subsequent trade operations with the Notes;
the timeframe of applications for such repurchase:  It is presumed that the Issuer shall repurchase
the Notes on demand of their owners and further shall be able to trade them
until maturity, in accordance with the terms specified in this clause. The
Issuer shall be able to repurchase the Notes of this issuance afterregistrationof the Report on the Securities Issuance with
governmental authorities, or after filing with the registering body of a notice
on the issuance results, provided that under the Federal Law On the Securities
Market and other federal laws, the Notes issuance does not require state
registration of a report on the securities issuance results.  The Issuer is obliged to ensure the Notes owners
right to demand repurchase by the Issuer of the Notes within the last 5 (Five)
working days of the Notes coupon period preceding the coupon period for which
the rate of interest was established by the Issuer (hereinafter, The Period of
Filing for Repurchase of the Notes by the Issuer) after opening of the Notes
placement.  Owners of the Notes shall be
able to demand that the Issuer repurchase the Notes in the situations described
in clause 9.3. of the Decision on Issuance of Securities, and clause 9.1.2. of
the Prospectus.  The procedures for repurchase
of the Notes:  The Issuer shall repurchase the notes via MICEX
Stock Exchange (hereinafter, The Market Maker) in accordance with the
regulatory documents applicable to activities of the securities market maker  In case of reorganization or liquidation of the
Market Maker, or if repurchase by the Issuer of the Notes through the Market
Maker under the procedures established by the Decision on Issuance of
Securities, and the Securities Issuance Prospectus does not comply with the RF
legislation, the Issuer shall have to select another securities market maker
through which the Issuer shall make the Notes repurchase deals.  In this case the Issuer shall repurchase the
Notes in accordance with the regulations applicable to activities of such
securities market maker, and the Issuer shall in addition to announcement of
the coupon interest rate (starting from the second coupon) publish information
of the securities market maker through which the Issuer shall make the Notes
repurchase deal.  The above information
shall include: ·full and abbreviated name of the securities
market maker; ·its location; ·license information: #, Date of issuance, Validity
period, the body that issued the license;  The Issuers agent acting on behalf and on
account of the Issuer for repurchasing the Notes (hereinafter, The Agent) shall
be the Underwriter.  The Issuer can reassign the Agents functions to
another person that will be able to exercise all actions required for the
repurchase, as per this clause and the RF legislation.  In this case, the Issuer shall be obliged to
publish an announcement providing the following information: ·full and abbreviated name of the person, to
which the Agents functions were reassigned; ·its location, and also address and fax.# for
delivery the applications in accordance with the procedures provided here
below; ·information of the license for conducting
professional activities on the securities market: #, Date of issuance, Validity
period, the body that issued the license; ·confirmation of the fact that the appointed
Agent is a trade participants of the Market Maker, through which the repurchase
shall be carried out.  This information announcement shall be published
not later than 30 (Thirty) days before the Repurchase Date established in
accordance with the procedures provided here below in the following sources of
information: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI; ·on the website in Internet (www.mts.ru);  The announcement in
Internet shall be published after the publication on the news line.  In order to implement its right to sell the
Notes, the trade participant that owns the Notes and wishes to sell the Notes,
or the person authorized by its client being the Notes owner to sell the Notes
at its account and on its behalf (hereinafter, The Acceptant) shall perform two
actions:  1) submit to the Agent an application signed by
the Acceptant (hereinafter, The Application). The Application can be accepted
in any working day, but exclusively within the Submission Period (as defined
here above), and should include the following information: ·full name of the Acceptant; ·state registration # and date of state
registration of the Notes; ·quantity of the Notes, which the Acceptant
intends to sell to the Issuer (in figures and words); ·location u postal address of the Acceptant.  2) From 11 a.m. to 1 p.m. Moscow time
on the Repurchase Date (as defined here below), the Acceptant that previously
transferred the above Application to the Agent shall submit an addressed
applications for sale of a specified quantity of the Notes via the Market Makers
Trading System in accordance with Rules of Securities Trading and/or other
rules of the Market Maker which regulate its activities.  The Application shall be address to the Agent
that is a Trade Participant, and shall indicate a Purchasing Price, as defined
here below, in percentage of nominal value of the Notes, and settlement code
T0.  Quantity of the Notes stated in the application
should not exceed the Notes quantity previously stated in the Application
submitted by the Acceptant to the Agent.  The Application should be received in any of the
working days within the Submission Period.  The Application shall be addressed to the Agents
postal address.  The Application shall be deemed received by the
Agent from the moment of its handling to the addressee, or refusal by the
addressee to receive it supporting by a relevant document.  The Issuer shall not have any obligations of
repurchasing the Notes from owners and/or the Acceptants that have not
submitted their Applications within the applicable timeframe, or have submitted
the Applications that do not comply with the above requirements.  The Issuer shall accept an extract from the
register of applications as an adequate confirmation of submission by the
Acceptant of an application for sale of the Notes in accordance with the terms
for repurchasing the Notes.  The extract
shall be made in the form of a relevant application to the Rules of the
Market Maker for Conducting Trade in Securities and/or Other Papers, certified
by signature of an authorized person.  The Issuer undertakes that in the period from 4 p.m.
to 6 p.m. Moscow time on the Repurchasing Date it shall make deals via the
Agent with all Acceptants by way of submitting addressed counter applications
to the ones submitted in accordance with action 2, and maintained in the
trading system as at the moment of making the deal.  The addressed counter applications submitted in
accordance with action 2 by the Acceptants that have earlier submitted the
Applications under the applicable procedures, shall be satisfied by the Agent
within the Notes quantity indicated in the addressed applications submitted by
the Acceptants, and at the price established by the Decision on Issuance of
Securities, and the Prospectus. 
Obligations of the parties (The Notes Issuer and the Acceptant) for
repurchasing the Notes shall be considered fulfilled from the moment of
transfer of title to the repurchased Notes to the Issuer (recording of the
Notes to issuance account of the Issuer) and repayment for the Notes by the
Issuer (fulfillment of the condition delivery against payment in accordance
with CJSC MICEX Rules for Conducting Clearing Activities on the Stock
Market).  If the Issuers deal or several deals of
purchasing its own Notes is recognized as major deals or deals with interest,
such deals should be approved as required by the Russian Federation law.  The Notes repurchased by the Issuer shall be
received to the depo account with NDC. 
Subsequently, the Notes repurchased by the Issuer may be again submitted
for trade operations at secondary market (provided that the Issuer complies
with the Russian Federation law).  On expiry of the
period established for repurchasing the Notes by the Issuer, the Issuer shall
publish information on the timeframe for execution of its liabilities.  The above
information (including quantity of repurchased notes) shall be published within
the following timeframe from the moment of occurrence of the material fact: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the website in Internet (www.mts.ru) within 2 (Two)
working days.;  The announcement in
Internet shall be published after the publication on the news line.  Information on repurchase of the notes on demands of their owners shall
be disclosed together with information on the interest rates defined for
coupons:  Information on the interest rates defined by the
Issuer for coupons of the Notes starting from the second coupon shall be
communicated to potential purchasers by way of an announcement of material
facts in accordance with the procedures and timeframe set in clause 11 of the
Decision on Issuance of Securities, and in clause 2.9. of the Securities
Issuance Prospectus.  19


Timeframe for repurchasing the notes and the
procedures for establishing it:  2nd(Second)
working day from the completion date of the Period for Submission of the Notes
for Repurchase by the Issuer  Purchasing price of the Notes:  100% (One hundred per cent) of the Notes nominal
value.  If a purchase and sale deal is made on the Date
of Purchasing the Notes, the Issuer shall additionally pay to the Owners the
accrued coupon income on the Notes (ACI).  The procedures for repurchase by the Issuer of
the Notes under agreement with the Notes owners:  The Issuer may be able to repurchase the Notes
under agreement with their owner(s) and further use the Notes for trading
until expiry of the redemption period on the terms set by the Decision on
Issuance of Securities and the Securities Issuance Prospectus.  The Issuer may be able to repurchase the Notes
of this issueafter registrationof the Report on the securities issuance, or after
filing with the registering body of a notice on the issuance results, provided
that under the Federal Law On the Securities Market and other federal laws,
the Notes issuance does not require state registration of a report on the
securities issuance results.  The Issuer shall repurchase the Notes under the
terms set by the Decision on Issuance of Securities, the Securities Issuance
Prospectus, and individual decisions by the Issuer regarding purchase of the
Notes taken by the Issuers authorized body in accordance with the Charter.  If owners of the Notes demand that the Issuer repurchases a larger
quantity of the Notes than indicated in the Issuers offer, the Issuer shall
purchase the Notes from their owners in proportion to the total of the Notes
specified in the applications, provided that only whole notes are to be
purchased.  The Issuer shall take decision on repurchasing
the Notes on the basis of provisions of the Decision on Issuance of Securities,
and the Securities Issuance Prospectus. 
Several decisions on repurchasing the Notes can be taken.  Decisions on repurchasing the Notes shall be taken
by the Issuers authorized body and shall specify the price, timeframe, and
procedures for repurchasing the Notes.  Timeframe for repurchasing
the notes by the Issuer, and the procedures for defining it:  The Issuer shall not be able to repurchase the
Notes beforeregistrationof the Report on the securities issuance results by
authorized federal regulator of the securities market, or filing with the
registering body of a notice on the Notes issuance results.  The procedures for disclosure
by the Issuer of information on repurchase of the notes:  The Issuer shall be required to publish an
announcement for owners of the notes on the Issuers decision on repurchase of
the Notes under agreement with their owners within the following time from the
date when authorized Issuers body issued minutes of its meeting that took such
decision (expiration date of the period established by the Russian Federation
law for issuing minutes), but not later than 7 (Seven) days for the opening
date of acceptance of the offers on repurchase of the notes: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in Internet (www.mts.ru) within
2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  The announcement to owners of the notes
regarding the decision on repurchase of the Notes shall include the following
information: ·the date when the
decision on repurchase (redemption) of the Notes of the issue was taken; ·series
and from of the Notes, state registration # and date of state registration of
the Notes of the issue; ·quantity
of the Notes to be repurchased; ·opening
date of repurchase by the Issuer of the Notes of the issue; ·closing
date of repurchase of the Notes of the issue; ·repurchasing
price of the Notes of the issue or the procedures for defining it; ·terms
and procedures for repurchasing the Notes of the issue; ·form
and timeframe of payments; ·name of the Agent authorized by the Issuer to repurchase
(redeem) the Notes, its location, information of its professional license of a
securities market participant.  The above information on the Issuers decision
to repurchase the Notes under agreement with their owners shall constitute an
irrevocable public offer for a purchase and sale contract regarding the Notes,
including all material terms of the purchase and sale contract for the Notes of
the issue, which makes it clear that the Issuer wishes to repurchase the Notes
on the terms specified in the publication from any Notes owner that expressed
its wish to accept the offer.  In connection with repurchasing by the Issuer of
its own Notes under agreements with the Notes owners, the Issuer shall publish
information on repurchase of the Notes (stating, in particular, the quantity of
repurchased Notes) in the form of an announcement of a material fact within the
following period after the closing date of the Notes repurchase defined in
accordance with the Decision on Issuance of Securities and the Securities
Issuance Prospectus: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in Internet (www.mts.ru) within
2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  11. The procedures for disclosure by the Issuer of
information on issuance of securities  The Issuer shall disclose information on the issuance in
accordance with provisions of the Russian Federation legislation on securities under the procedures and terms specified
in the Decision on Issuance of Securities and the Securities Issuance
Prospectus.  Should at the moment of occurrence of an
event that is to be disclosed by the Issuer, other requirements on the
procedures and terms of disclosure have been established by effective federal
laws and regulatory acts issued by federal executive body on the securities
market than those set out inthe Decision on Issuance of Securities and the Securities Issuance
Prospectus, then disclosure
of such event shall be carried out in accordance with the procedures and terms
required by federal laws and regulatory acts issued by federal executive body
on the securities market having effect at the moment of occurrence of such
event.  a)The Issuer shall announce the fact of decision taken on placement of
the Notes in the form of announcement of a material fact information on phases
of the securities issuance procedure within the following timeframe from the
date of production of the relevant minutes (expiry date established by the
Russian Federation law regarding production of minutes) of the meeting of the
Issuers authorized body that has taken such decision: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in Internet (www.mts.ru) within
2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  b)The
Issuer shall publish information on issue of the Notes in the form of an
announcement of a material fact information on phases of the securities
issuance procedure within the followingtimeframe from the date of production
of the relevant minutes (expiry date established by the Russian Federation law
regarding production of minutes) of the meeting of the Issuers authorized body
that has taken such decision: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in Internet (www.mts.ru) within
2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  c)The
Issuer shall disclose information on issue of the Notes in the form of an
announcement of a material fact information on phases of the securities
issuance procedure (information of state registration of the securities
issuance) within the followingtime period, counting from the date of
publication by the Issuer of an  20


announcement of state registration of the Notes issue on website of the
registering authority, or from delivery to the Issuer of a written notice of
the registering authority supporting the fact of state registration of the
Notes issue sent via mail, facsimile, e-mail, delivery against signature,
depending on what takes place first: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  The Issuer shall publish the text of the registered Decision on
Issuance of Securities on its website: www.mts.ru within 2 (Two) days from the
date of publication by the Issuer of the announcement of state registration of
the Notes issue on website of the registering authority, or from delivery to
the Issuer of a written notice of the registering authority supporting the fact
of state registration of the Notes issue sent via mail, facsimile, e-mail,
delivery against signature, depending on what takes place first.  The text of
the Decision on Issuance of Securities shall be published on the website
together with state registration number of the Notes issue, date of state
registration and name of the registering body that provided state registration
of the Notes issue. The text of
the registered Decision on Issuance of the Notes shall be available from
Internet from the date of its publication in Internet and to the redemption
date of the Notes of the issue.  The Issuer shall publish the text of the registered Securities Issuance
Prospectus on its website: www.mts.ru within 2 (Two) days from the date of
publication by the Issuer of the announcement of state registration of the
Notes issue on website of the registering authority, or from delivery to the
Issuer of a written notice of the registering authority supporting the fact of
state registration of the Notes issue sent via mail, facsimile, e-mail,
delivery against signature, depending on what takes place first.  The text of the Securities Issuance
Prospectus shall be published on the website together with state registration
number of the Notes issue for which the Securities Issuance Prospectus was
registered, the date of its registration and the name of the registering body
that has registered the Securities Issuance Prospectus.  The text of
the registered Securities Issuance Prospectus shall be available from Internet
starting from the date of its publication in Internet and until expiry of no
less than 6 (Six) months from the date of publication in Internet of the text
of registered report on results of the securities issue; or, if under the
Federal Law On the Securities Market and other federal laws, the Notes issuance
does not require state registration of a report on the securities issuance
results, within 6 (Six) months from the date of publication in Internet of the
text of the notice on the issuance results filed with the registering body.  From the date of state
registration of the Notes issue, all concerned parties shall be able to make
themselves familiar with the Decision on Issuance of Securities and the
Securities Issuance Prospectus, and receive their copies at the following
address: Russian Federation, 109147, Moscow City, Marksistskaya street, 4.  The Issuer shall be required to provide copies of the above documents to
owners of the Issuers securities and to other concerned parties on their
request and for a fee not exceeding the costs of production of such copy,
within 7 (Seven) days from the date of presenting the request.  d) At the Phase of the
Notes placement the Issuer shall be required to disclose information in the
following form: ·announcement of the opening date of the
securities placement; ·announcement of changing the opening date
of the securities placement; ·announcement of suspension of the
securities placement; ·announcement of renewal of the securities
placement; ·announcement of material facts information
of the phases of the securities issuance procedure.  1.The Issuer shall
publish information on the placement opening date in the form of an
announcement of the placement opening date within the followingtimeframe: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI not later than 5 (Five) working days before the
placement opening date; ·on
the Issuers website in Internet (www.mts.ru) not later than 4 (Four) working
days before the placement opening date. The announcement in Internet shall be published after the publication
on the news line.  2. Should the Issuer take
decision on changing the placement opening date, the Issuer shall be required
to publish an announcement of changing the placement opening date on news line
and on the Issuers website in Internet (www.mts.ru) not later than 1 (One) day
before such date. The announcement in
Internet shall be published after the publication on the news line.  3. The Issuer shall publish information on launch of the Notes
placement in the form of announcement of a material fact information on phases
of the securities issuance procedure within the following time period from the
date of which the Notes placement is launched: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  4. Should the Issuers
authorized body take decision on making amendments and/or additions to the
Decision on Issuance of Securities and/or the Securities Issuance Prospectus,
or should the Issuer receive a written order (instruction, assessment) from the
federal securities market regulator, the Issuer shall be required to suspend placement
of the Notes and publish information on suspension of the placement within the
following time from the date of production of the relevant minutes (expiry date
established by the Russian Federation law regarding production of minutes) of
the meeting of the Issuers authorized body that has taken the decision on
making amendments and/or additions tothe Decision on
Issuance of Securities and/or the Securities Issuance Prospectus, or from the
date when the Issuerreceives a written order (instruction, assessment)
from the federal securities market regulator on suspension of the securities
placement via mail, facsimile, email, delivery against signature, depending on
what takes place first: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  If placement of securities is suspended in connection with decision
taken by the registering authority on suspension of the securities issue, the
Issuer shall disclose the information on suspension of the securities issue in
the form of announcement of a material fact information on suspension and renewal
of the securities issue.  5. The Issuer shall publish information on renewal of the securities
issue within the following timeframe from the date of publication of
information on registration of amendments and/or additions to the Decision on
Issuance of Securities and/or additions to the Decision on Issuance (Additional
Issuance) of Securities and/or to the Securities Issuance Prospectus or
information on decline of registration of the above amendments and/or additions
on the website of the registering authority in Internet, or from delivery to
the Issuer of a written notice of the registering authority on renewal of the
securities issue (discontinuation of the events supporting suspension of the
securities placement procedure) via mail, facsimile, e-mail, delivery against
signature, depending on what takes place first::  ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  If
placement of securities is renewed in connection with decision taken by the
registering authority on renewal of the securities issue, the Issuer shall
disclose the information on suspension of the securities issue in the form of
announcement of a material fact information on suspension and renewal of the
securities issue.  Renewal of
the securities placement shall not be possible before publication of
information on renewal of the securities placement on news line and on the
Internet website. 21


6. The Issuer shall disclose the information on
completion of the Notes placement in the form of announcement of a material fact
information on phases of the securities issuance procedure within the
following time period from the date of which the Notes placement is completed: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  e) After
state registration of the Report on the Securities Issuance Results, the Issuer
shall publish information on state registration of the Report on the Securities
Issuance Results in the form of announcement of a material fact information on
phases of the securities issuance procedure within the following timeframe
from the date of publication of information on state registration of the Report
on the Securities Issuance Results on the Internet website of the registering
authority, or from the date of delivery to the Issuer of a written notice of
the registering authority on state registration of the Report on the Securities
Issuance Results via mail, facsimile, e-mail, delivery against signature,
depending on which of the above dates takes place first: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  Within 2 (Two) days from the date of publication of information on state
registration of the Issuers Report on the Securities Issuance Results on the
Internet website of the registering authority, or from the date of delivery to
the Issuer of a written notice of the registering authority on state
registration of the Report on the Securities Issuance Results via mail,
facsimile, e-mail, delivery against signature, depending on which of the above
dates takes place first, the Issuer shall publish the text of the registered
Report on the Securities Issuance Results on its Internet website: www.mts.ru.  The text of the registered Report on the
Securities Issuance Results should be available from Internet from the date of
its publication in Internet and further on within no less than 6 (Six) months
from the date of its publication in Internet.  From the date of state
registration of the Report on the Securities Issuance Results, all concerned
parties shall be able to make themselves familiar with the Report on the
Securities Issuance Results and receive copies at the following address:
Russian Federation, 109147, Moscow City, Marksistskaya street, 4.  The Issuer shall be required to provide copies of theReport on the
Securities Issuance Results to owners of the Issuers securities and to other
concerned parties on their request and for a fee not exceeding the costs of
production of such copy, within 7 (Seven) days from the date of presenting the
request.  f) If under Federal Law On the Securities Issuance and other federal
law, the securities issuance does not require state registration of the
Issuers Report on the Securities Issuance Results, provisions of clause 11.)of the Decision on Issuance of the Securities shall not apply.  In this case information shall be disclosed at the phase of submission
to the registering authority of a notification of the Securities Issue Results
in the form of announcement of a material fact information on phases of the
securities issuance procedure within the following timeframe from the date of
submission (direction) to the registering authority of the notification of the
Securities Issue Results: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on
the Issuers website in Internet (www.mts.ru) within 2 (Two) working days.;  The Issuer
shall publish the text of notification of the Securities Issue Results
submitted to the registering authority in Internet within 2 (Two) days from the
date of submission (direction)of the above notification to the registering
authority. The text of
the notification of the Securities Issue Results submitted to the registering
authority should be available from Internet website: www.mts.ru within no less
than 6 (Six) months from the date of its publication in Internet.  If the
Issuer provided additional means of access to information contained in the
Securities Issuance Prospectus, the Issuer shall be required to provide the
same additional means of access to information contained in the notification of
the Securities Issue Results that ensured access to information of the
Securities Issuance Prospectus.  From the date of submission
(direction)of the notification of the Securities Issue Results to the
registering authority, all concerned parties shall be able to make themselves
familiar with the notification of the Securities Issue Results and receive
copies at the following address: Russian Federation, 109147, Moscow City,
Marksistskaya street, 4.  The Issuer shall be required to provide copies of the notification of
the Securities Issue Results to owners of the Issuers securities and to other
concerned parties on their request and for a fee not exceeding the costs of
production of such copy, within 7 (Seven) days from the date of presenting the
request.  g) The
Issuer shall disclose the information in the form of announcements of material
facts in accordance with the procedures established by the applicable RF
legislation including regulatory acts of the federal executive authority for
the securities market. The Issuer shall disclose the information in the form
of announcements of material facts by publishing an announcement of a material
fact within the following time period from the date of occurrence of such
material fact: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  Texts of announcements of material facts should be available from the
Issuers website: www.mts.ru within no less than 6 (Six) months from the date
of their publication. In
addition, the Issuer shall submit information on material facts to the
registering authority within 5 (Five) days from the moment of occurrence of the
material facts.  h) The
Issuer shall disclose information in the form of a quarterly report under the
procedures established by the applicable RF legislation including regulatory
acts of the federal executive authority for the securities market.  Quarterly report shall
compile results of each quarter and shall be submitted tothe federal executive authority for the
securities marketwithin 45 (Forty Five) days from the last date of the reporting
quarter. Within 45
(Forty Five) days from the last date of the reporting quarter, the Issuer shall
publish the text of the quarterly report on the Issuers prospectus-based
securities on the Internet website  www.mts.ru. The text of the quarterly
report on the Issuers prospectus-based securities shall be available from the Issuers
Internet website during no less than 3 (Three) years from the date of its
publication. Not
later than 1 (One) day from the date of publicationof thequarterly reportin Internet,
the Issuer shall publishon the news line an announcement of the procedures of access to the
information included in the quarterly report.  i) Within 1
(One) working day from the date of occurrence of the event entitling the Notes
owners to submit the Notes for premature redemption on news line of information
agencies (AK&M or Interfax or ANO AZIPI), and within 2 (Two) working days
from the above date on the Issuers website in Internet (www.mts.ru), the
Issuer shall publish the following information: ·name of the event entitling the Notes owners to
exercise premature redemption of the Notes; ·the date of occurrence of the event; ·the actions that the Notes owners may
potentially take to satisfy their claims for premature redemption of the Notes. The announcement in
Internet shall be published after the publication on the news line.  After premature redemption of
the Notes by the Issuer, the Issuer shall publish an announcement on the
timeframe of execution of its obligations. The above
information (including the quantity of the redeemed Notes) shall be published
within the following timeframe after the final date of execution of the
obligation:  22


·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day;; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  j) If the
Issuer fails to execute and/or properly execute its obligations under the Notes
(including in case of default or technical default), the Issuer shall publish
an announcement of its failure to execute and/or properly execute its
obligations to the Notes owners, stating: ·the volume of defaulted obligations; ·the reason for the default; ·the list of actions that the Notes owners may
potentially take to satisfy their claims. The Issuer
shall publish the above information within the following timeframe from the
date of failure to execute and/or properly execute The Issuers obligations
under the Notes: ·on news line (AK&M or Interfax or ANO AZIPI)
 within 1 (One) day; ·on its Internet website  www.mts.ru within 2
(Two) days.  The announcement in
Internet shall be published after the publication on the news line.  k) In
addition to disclosure of the placement opening date, the Issuer shall disclose
information on the Underwriter, to which MICEX Stock Exchange Trade
Participants shall submit applications for purchasing the Notes in the course
of tender conducted by CJSC MICEX Stock Exchange among potential buyers on the
opening date of the Notes placement. The Issuer
shall disclose information on the Underwriter, to which MICEX Stock Exchange
Trade Participants shall submit applications for purchasing the Notes in the
course of tender conducted by CJSC MICEX Stock Exchange among potential buyers
on the opening date of the Notes placement, using the following procedure: ·on news lines of information
agencies AK&M or Interfax, or other information agencies authorized by
federal regulator of the securities market to execute information disclosure on
the securities market - not later than 5 (Five) working days before the
placement opening date; ·on
the Issuers website in Internet (www.mts.ru) not later than 4 (Four) working
days before the placement opening date. The announcement should also include information of the bank account to
which cash payment on the Notes shall be transferred.  l) If not
later than the 2 (Second) working day before the opening date of the Notes
placement the Issuer takes decision on repurchasing the Notes from their owners
during the last 5 (Five) working days of j coupon period (j=1-19), interest
rates of all coupons on the Notes having number of sequence below or equal j
shall be defined as equal to interest rate on the first coupon.  The above information including sequential
numbers of coupons, for which interest rate was defined as equal to interest
rate on the first coupon, and the sequential number of coupon period (j), in
which the Notes owners are entitled to demand repurchase of the Notes by the
Issuer shall be communicated to potential buyers of the Notes by way of an
announcement published within the following time from production of meeting
minutes of the Issuers authorized body that has taken decision on repurchasing
the Notes:  ·on news line (AK&M or Interfax or ANO AZIPI)
 within 1 (One) day; ·on Internet website 
www.mts.ru within 2 (Two) days.  This announcement shall be published no later than 1 (One) working day
before of opening date of the Notes placement.  m) The
Issuer shall disclose information on the first coupon interest rate defined
through the Tender as at the opening date of the Notes placement, in the form
of an announcement of material facts within the following timeframe from the
moment of taking decision on the first coupon interest rate: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  The Issuer shall take
decision onthe first coupon interest rate and shall inform MICEX Stock Exchange in
writing of the decision taken by the Issuer.  After publication of
an announcement by information agency (AK&M or Interfax or ANO AZIPI) onthe first coupon interest rate, the Issuer shall inform the Underwriter ofthe first coupon interest rate.  The Underwriter shall
communicate the announcement ofthe first coupon interest rate using MICEX Stock Exchange Trading System
via e-mail to all MICEX Stock Exchange Trade Participants.  n) For those coupons, for which
the Issuer did not define the interest rate (procedures for defining the
interest rate) before the opening date of the Notes placement, the Issuer shall
set the numerical interest rate at the Date of Defining the i Coupon, what
cannot be later than 7 (Seven) working days before the date of payment of (i-1)
coupon.  At the Date of Defining the i
Coupon the Issuer is entitled to set interest rates for any number of undefined
coupons following i coupon (where k coupon is the last of defined
coupons).  The Issuer shall inform the
Notes owners of interest rate of i coupon not later than 5 (Five) working
days before the opening date of the i coupon period on the Notes by way of
publishing a relevant announcement in the form of information of a material
fact within the following timeframe: ·on news line (AK&M or Interfax or ANO AZIPI)
 within 1 (One) day after the fact has occurred; ·on Internet website 
www.mts.ru within 2 (Two) days after the fact has occurred.   If after
announcement of coupon interest rates in accordance with the procedures
established in clause 9.3. of the Decision on Issuance of Securities, there are
still undefined coupons on the Notes for at least one of subsequent coupons,
then together with the announcement of interest rates of i and other coupons
of the Notes, which are being defines, the Issuer shall be required to secure
the rights of the Notes owners to demand that the Issuer repurchase the Notes
during the last 5 (Five) working days of k coupon period (if the Issuer
defines interest for only one i coupon, then i=k).  The above information including sequential
numbers of the coupons, for which interest rate was defined at the Date of
defining the i coupon, and the sequential number of coupon period (k), in
which repurchase of the Notes shall take place shall be communicated to
potential buyers of the Notes by way of publishing an announcement of a
material fact:  ·on news line (AK&M or Interfax or ANO AZIPI)
 within 1 (One) day after the fact has occurred; ·on Internet website 
www.mts.ru within 2 (Two) days after the fact has occurred.  The Issuer shall inform MICES
Stock Exchange of the decisions taken in accordance with clauses 9.3.(2) and
9.3.(3) of the Decision on Issuance of Securities, and clauses 9.1.2.(2) and
9.1.2.(3) of the Securities Issuance Prospectus, including the defined
interest rates, within 5 (Five) working days before expiry of (i-1) coupon
period (the period in which interest rate on the i and following coupons is
defined).  o) After expiry of the period established for repurchasing
the Notes by the Issuer, the Issuer shall publish an announcement of the
timeframe for execution of the obligations. The above
information (including the quantity of repurchased Notes) shall be published
within the following time after occurrence of the material fact: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication on the news line.  p) The
Issuer is entitled to appoint other payment agents and is entitled to revoke
such appointments. It is
presumed that the Issuer cannot appoint several payment agents at a time. The Issuer
shall publish an official announcement of the above actions within 3 (Three)
working days after the date of making such appointment or revoking them on news
line (of AK&M or Interfax or ANO AZIPI) and on website www.mts.ru. The
announcement in Internet shall be published after the publication in the news
line.  q)The Issuers agent acting on behalf and on
account of the Issuer in repurchasing the Notes (hereinafter, The Agent) is the
Underwriter. The Issuer shall be
able to reassign the Agents functions to another person that shall be able to
perform all actions required for the repurchase, as per clause 10 of the Decision
on Issuance of Securities and legislation of the Russian Federation.  In this case, the Issuer shall be required to
publish an information announcement including the following data: ·full and abbreviated name of the person to which
the Agents functions were reassigned;  23


·its location, and also address and facsimile #
for receiving applications in accordance with the procedures defined in clause
10 of the Decision on Issuance of the Notes; ·data of the license of a professional
participant of the securities market: #, Date of issuance, Validity period, the
authority that issued the license; ·confirmation of the fact that the appointed
Agent is a trade participant of the Market Maker, and shall exercise the
repurchase through it. This
information shall be published not later than 30 (Thirty) days prior to the
Date of repurchase established in accordance with the procedures described here
below, in the following sources of information: ·on news line (of AK&M or
Interfax or ANO AZIPI); ·on the website (www.mts.ru).  The announcement in
Internet shall be published after the publication in the news line.  r) The
Issuer shall publish an announcement to owners of the Notes of the decision
taken on repurchase of the Notes by the Issuer under agreement with their
owners within the following timeframe from the date of production of meeting
minutes (expiry of the period established by the Russian Federation legislation
for minutes production) of the Issuers authorized body at which the above
decision has been taken, but not later than 7 (Seven) days prior to the opening
date of receiving offers for repurchase of the Notes: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication in the news line.  The
announcement to owners of the Notes of the decision taken on repurchase of the
Notes shall include the following information:  ·              the date when the decision on
repurchase (redemption) of the Notes of the issue was taken; ·              series and from of the Notes,
state registration # and date of state registration of the Notes of the issue; ·              quantity of the Notes to be
repurchased; ·              opening date of repurchase by the
Issuer of the Notes of the issue; ·              closing date of repurchase of the
Notes of the issue; ·              repurchasing price of the Notes
of the issue or the procedures for defining it; ·              terms and procedures for
repurchasing the Notes of the issue; ·              form and timeframe of payments; ·              name of the Agent authorized by
the Issuer to repurchase (redeem) the Notes, its location, information of its
professional  license of a securities market participant.  The above information
on the Issuers decision to repurchase the Notes under agreement with their
owners shall constitute an irrevocable public offer for a purchase and sale
contract regarding the Notes, including all material terms of the purchase and
sale contract for the Notes of the issue, which makes it clear that the Issuer
wishes to repurchase the Notes on the terms specified in the publication from
any Notes owner that expressed its wish to accept the offer.  s) In case
of repurchasing by the Issuer of its own Notes under agreements with the Notes
owners, the Issuer shall publish information on repurchase of the Notes
(stating, in particular, the quantity of repurchased Notes) in the form of an
announcement of a material fact within the following period after the closing
date of the Notes repurchase defined in accordance with the Decision on
Issuance of Securities and the Securities Issuance Prospectus: ·on news line of information agencies AK&M or
Interfax or ANO AZIPI within 1 (One) working day; ·on the Issuers website in
Internet (www.mts.ru) within 2 (Two) working days.;  The announcement in
Internet shall be published after the publication in the news line.  t)
Notification (disclosure) procedures applicable in case of amendment of the
surety terms for execution of obligations under the Notes that occurs because
of the reasons beyond control of the Issuer or of owners of the Notes supported
by collateral (reorganization, liquidation, or bankruptcy of the party that
provided the collateral, other reasons): ·on news lines of information
agencies AK&M or Interfax or ANO AZIPI and on the website - www.mts.ru -
within 3 (Three) working days. The announcement in
Internet shall be published after the publication in the news line.  The Issuer shall provide the following documents (within the statutory
period of storage of such documents): copies of each announcement including
copies of each announcement of a material fact, each certified by the Issuers
authorized person, copies of the registered decision on the securities issue,
of securities issuance prospectus, and amendments and/or additions to these, of
report on the securities issue results, copy of notification on the securities
issue results, copy of quarterly report, copies of other documents required for
disclosure in accordance with the Russian Federation legislation on securities,
to owners of the Issuers securities and to other concerned parties on their
request and for a fee not exceeding the costs of production of such copy within
7 (Seven) days from the date of submission of the respective claim. The Issuer
shall publish the banking information of the account(s) to be used for
repayment of the costs of production of the above copies and the amount
(procedures for defining the amount) of such costs on the Issuers website
(www.mts.ru).  12.
Information on the surety supporting execution of obligations under the Notes
of the issue  12.1. Information of the party that provided the surety
supporting execution of obligations under the Notes  Full corporate name:
Limited Liability Company Mobile TeleSystems
Capital Abbreviated corporate
name: LLC MTS-Capital Location: Russian Federation, Moscow
City, Vorontsovskaya street, 5, building 2. Location of the Warrantors permanent executive body: Russian Federation, Moscow
City, Vorontsovskaya street, 5, building 2.  Data of state registration of the legal entity Main state registration #: 1037709022735 Data of entry record in the Unified State Register of
Legal Entities: 14.03.2003. The authority that entered the record in the Unified
State Register of Legal Entities: Inspectorate # 9
of Moscow Central Administrative Region of the Russian Federal Ministry of
Taxes  Limited Liability
Company Mobile TeleSystems Capital is not responsible
for disclosure of its financial and economic activities, including in the form
of quarterly reports or announcements of material facts(events, actions) related to thefinancial
and economic activities.  12.2. Terms of surety supporting
execution of obligations under the Notes:  Type of surety (method of
warranty provision): Warranty. Amount of surety (RUR): Maximum amount of warranty for the Notes is equal to
total nominal value of the Notes of the issue - RUR 10 000 000 (Ten billion)
plus aggregate coupon income on the Notes. Terms of surety provision and
procedures for exercising the rights of the Notes owners for the surety: The Warrantor shall together
with the Issuer respond to the Notes owners in case of the Issuers failure to
comply or properly comply with its obligations on the Notes. The relations of surety
against the Notes shall be governed by Russian Federation legislation.  All disputes arising from the Warrantors
failure to comply or properly comply with its obligations shall be under
jurisdiction of courts of the Russian Federation. If the Notes owners are
unable to get satisfaction of their claims on the Notes owned by them and
submitted to the Issuer and/or Warrantor, owners of the Notes shall be able to
file a claim with a court or arbitration against the Issuer and/or the
Warrantor in accordance with applicable legislation of the Russian Federation.  Warranty is an unconditional
and irrevocable obligation of the Warrantor before each individual or corporate
entity that owns title to the Notes at the respective  24


moment of time (acting
independently or through a nominal holder if Notes were transferred by the
Notes owner to nominal holding) to respond for The Issuers failure to comply
or properly comply with its obligations of payment in full of all sums payable
by the Issuer on each of the Notes to such owner of the Notes at due moment of
payment of such sums, if the Issuer because of any reason fails to pay and/or
properly pay any of the above sums that are payable by it in accordance with
the Issuance Documents (here, and further below through the text the Issuance
Documents are construed as the Decision on Issuance of Securities and the
Securities Issuance Prospectus) to any Notes owner within the timeframe and
under the procedures defined in the Issuance Documents. The Notes with a surety
provide to their owners all rights arising from such surety. A Surety Agreement
shall be made by way of purchasing one or several Notes under the procedures
and on the terms defined in the Issuance Documents.  The fact of purchasing any quantity of the
Notes means that the Notes buyer enters in a surety agreement with the
Warrantor, and under such agreement the Warrantor shall bear responsibility
jointly with the Issuer for the Issuers failure to perform or properly perform
its obligations on the Notes with respect of the Notes owners on the terms
defined in the Issuance Documents. A Surety Agreement shall be
construed as made from the moment when the first Notes owner obtains title to
such Notes, and the written form of the agreement shall in this case be
construed as executed.  Transfer of title
to the surety provided in accordance with the Issuance Documents takes place as
result of transfer of title to a Note to a new buyer; in this case title to the
surety passes in the same volume and under the same terms, which exist at the
moment of transfer of title to a Note. 
Transfer of title to the surety without transfer of title to a Note
shall be ineffective. The fact of the Issuers
failure to comply or properly comply with obligations under the Notes shall be
considered as proven in the following situations: 1) The Issuer coupon income
in the form of interest on the Notes nominal value to owners of the Notes
within the timeframe defined in the Issuance Documents; 2) The Issuer has not paid or
paid in full the principal at redemption of the Notes within the timeframe
defined in the Issuance Documents; 3)
The Issuer has not fulfilled or fulfilled in full scope the claims of the Notes
owners of repurchase of the Notes within the timeframe and under the termsdefined in the
Issuance Documents.  The moment of fulfillment of the respective
Issuers obligations occurs on the days of repurchase of the Notes by the
Issuer defined by the Issuer in accordance with the Issuance Documents; 4) The Issuer failed to satisfy or properly satisfy the Notes owners
claim of premature redemption and compensation to it of the Notes nominal
value and repayment of the accrued coupon income on the Notes due to it as at
the date of execution by the Issuer of its obligations regarding premature
redemption of the Notes and defined in accordance with clause 15. of the
Decision on Issuance of Securities and clause 10.10. of the Securities Issuance
Prospectus.  The timeframe of execution
of the respective obligations under the Notes by the Issuer shall be defined in
accordance with the Issuance Documents. In case of the Issuers failure to comply or properly comply with its
obligations under the Notes, the Warrantor shall be liable for the Issuers
failure to comply or properly comply with its obligations under the Notes, as,
if owners of the Notes file claims against the Warrantor that meet the
conditions defined in the Issuance Documents (hereinafter  The Claim). If the Issuer fails to comply or properly comply with the
abovementioned obligations on the Notes, the owners of such Notes shall be
entitled to file a written claim directly against the Warrantor for execution
of obligations on the Notes on the terms and under the timeframe defined in the
Issuance Documents. The Claim should include the
following data: (a)           identification
features of the Notes (form, series, type, state registration # of the issue
and date of state registration) and quantity of the Notes in ownership of each
relevant owner of the Notes; (b)the contents of obligations on the Notes defaulted/improperly fulfilled
by the Issuer; (c)sum of obligations before the Notes owners defaulted/improperly
fulfilled by the Issuer, which is payable, but has not been paid by the Issuer; (d)full name (surname, first and middle names of an individual) of the
Notes owner and the person authorized by the Notes owner to receive payments
under the Notes (if applicable); (e)location and postal address (residential address), contact telephone #
of the Notes owner and the person authorized by the Notes owner to receive
payments under the Notes (if such person was appointed); (f)bank account information of the Notes owner and the person authorized by
the Notes owner to receive payments under the Notes (if such person was
appointed) and other information required to transfer cash funds (name of
corporate entity or surname, first and middle names of an individual; address
of location (place of residence); TIN (if applicable); for individuals  series
and # of ID, date of issuance, and name of the authority that issued this ID,
for corporate entities  OKPO and OKVED codes (for banks - BIC); (g)tax status of the person authorized to receive payments under the Notes
(resident, non-resident with a permanent establishment, non-resident without a
permanent establishment), indication of the country where this person is
resident. If owner of the Notes is a
legal entity, the Claim shall be signed by its director, chief accountant, and
stamped by the Notes owners seal.  If
owner of the Notes is an individual, signature of the Notes owner on the Claim
should be notarized as true. The Claim shall be submitted to
the Warrantor at the following address:Russian Federation, Moscow City,
Vorontsovskaya, 5, building 2 in person against signature of the Warrantors
representative or via registered mail with return receipt. The Claim shall be
supplemented with: (a)a copy of extract from the Notes owners depo account certified by
Non-Commercial Partnership National Depository Centre (hereinafter - NDC) or
by nominal holder depositor of NDC where the depo account was opened,
including quantity of the Notes owned by the Notes owner as at the date of submission
of the Claim; (b)a copy of NDC report on transfer of the Notes to the depo account
section designated for blocking the securities at redemption certified by NDC
or by nominal holder  NDC depositor, in case a claim is filed presuming
repayment of a certain sum in connection with default/improper fulfillment of
the Issuers obligations on the Notes redemption; (c)documents supporting powers of the person who filed a claim on behalf of
the Notes owner issued in accordance with the effective Russian federation law,
if it is a representative of the Notes owner who files the claim; (d)notarized copies of statutory documents and the documents supporting
powers of the person who signed the claim, if an owner of the Notes is a
corporate entity; (f)a copy of passport certified by the Notes owners signature, if an owner
of the Notes is an individual. The Warrantor shall also
accept the documents supporting tax status of the Notes owners as per the
existing legislation, and availability to certain Notes owners of tax reliefs
that allow for full or partial tax exemption of payments. The Documents issued outside
the Russian Federation should be duly legalized (or apostilled), and should be
supplemented by a notarized translation into Russian. Owners or the Notes can file
claims directly against the Warrantor within 60 (Sixty) days from the due date
of the respective Issuers obligation on the Notes.  The date of submission of the Claim shall be
the date of delivery to the Warrantor of the respective Claim. The Claims filed against the
Warrantor after expiry of 60 (Sixty) days from the due date of the respective
Issuers obligation on the Notes shall not be considered. A Claim against the Warrantor
can be filed by a nominal holder  NDC depositor having accounts for recording
of the Notes and acting to benefit of the Notes owners  depositors of the
above depository, provided that such person is duly authorized by the Note
owner. The Warrantor shall consider
the Claim and the documents attached thereto, and shall review the data
included in them for correctness within 14 (Fourteen) working days from the
moment of delivery of the Claim to the Warrantor. Not later than on the 5
(Fifth) working day from the date of expiry of the period of the Claim
consideration, the Warrantor shall notify in writing of the decision to satisfy
or refuse to satisfy (specifying the reasons) the Claim of the Notes owner or
of the nominal holder  NDC depositor who filed the Claim.  In case a claim is filed presuming repayment
of a certain sum in connection with default/improper fulfillment of the Issuers
obligations on the Notes redemption, the Warrantor shall submit a notice with
NDC on satisfaction/refusal to satisfy the Claim (specifying the name, surname,
first and middle names of the owner, quantity of the Notes, name of the
Depository that opened a depo account to the owner). If a decision is taken to
satisfy the claims of the Notes owner, the Warrantor shall within 10 (Ten)
working days from the date of expiry of the period of the Claim consideration
transfer cash funds to bank account of the Notes owner, of nominal holder of
the Notes, or of any other person authorized by the Notes owner the banking
information of which was provided in the Claim. The Warrantor shall pay to
the Notes owner the cash sums on the Notes payable to it within the amount that
was not paid by the Issuer as at the moment when the Warrantor took the
decision to satisfy the Claim. The Warrantors obligations
shall be deemed fulfilled from the moment of writing off the relevant cash
funds from the Warrantors account. The surety conditions
established by the Issuance Documents shall be discontinued: 1) if Obligations of
the Issuer are discontinued.  If payments
on the Notes were made to a Notes owner in full scope, the surety shall
discontinue its effect with respect of such owner, but shall retain effect with
respect of other Notes owners; 2) if Obligations of
the Issuer are amended towards creation of increased liability or other
unfavorable effects for the Warrantor without approval of the latter; 3) in connection with
other reasons established by the effective Russian Federation laws. The Warrantor shall not be
liable for default on its obligations to the Notes owner, if such default
resulted from submission to the Warrantor of unreliable or incomplete data; in
such case any additional expenses that the Warrantor incurs in connection with
execution of its responsibilities of surety provider shall be reimbursed by the
respective Notes owner or nominal Notes holder.  25


The
procedures for notification (disclosure) on amendment of surety terms
supporting execution of obligations under the Notes that takes place because of
the reasons beyond control of the Issuer or of the Notes owners with surety
(reorganization, liquidation, or bankruptcy of the person that provided the
surety, etc.):  ·on news line of information
agencies AK&M or Interfax or ANO AZIPI and on the Issuers website in
Internet - www.mts.ru - within 3 (Three) working days; ·in Vedomosti newspaper - within 5 (Five) working
days. The announcement in
Internet and in printed mass media shall be published after the publication in
the news line.  13. The
Issuers obligation to ensure rights of securities owners in the course of
exercising their rights in accordance with the procedures established by the
Russian Federation legislation: The Issuer undertakes to ensure rights of the Notes owners in the
course of exercising their rights in accordance with the procedures established
by the Russian Federation legislation.  14. Obligations of the persons that
provided surety on the notes supporting fulfillment of the Issuers obligations
to the notes owners in case of the Issuers default or delay of execution of the
relevant obligations on the notes, as per the terms of the provided surety  The person that provided surety on the notesshall be responsible to ensure execution of the Issuers obligations to
the notes owners in case of the Issuers default or delay of execution of the
relevant obligations on the notes, as per the terms of the provided surety.  15.
Other data required by Securities Issuance Standards and Securities Issuance
Prospectus Standards  a) The Notes shall be accepted for free trade
at stock exchanges and over-the-counter markets. Non-residents shall be able to purchase the
Notes in accordance with the Russian Federation legislation. Sales and purchase deals of the Notes after
completion of their placement shall be possible only after the date of state
registration of the report on the Notes issue results, or after submission to
the registering authority of a notice on the issue results if in accordance
with Federal Law On the Securities Market or other federal laws the issue is
executed without state registration of the report on the Notes issue results. The Notes shall be traded over-the-counter
without restrictions until the Notes maturity date. The Notes shall be traded by stock exchanges
with restrictions defined by securities market makers.  b) The procedures for defining the amount of
accrued coupon income in the period of the Notes trade. In any day between the opening date of the Notes placement
and the redemption date the accrued coupon income (ACI) is computed with the
following formula: ACI = Cj * Nom * (T - T(j -1))/ 365/ 100 %, where Nom  nominal value of one Note, Cj  interest rate of j coupon period (in per cent
annual), j  sequential number of the coupon period, j=1...20, T(j -1) - Opening date of the j coupon period, T  current date. ACI is computed to one kopeck, truncation of figures
in the calculation is based on the rules of mathematical rounding.  The rules of mathematical rounding shall
mean the method of rounding where the amount of equal kopeck(s) does not
change if the first figure following the figure, which is rounded up is within
the interval from 0 to 4, and increases for one, if the first figure following
the figure, which is rounded up is within the interval from 5 to 9.  26