2009

STANDARD TERMS OFSHARE AND INDEX DERIVATIVES

TRANSACTIONS

2009STANDARD TERMS OF SHARE AND INDEX DERIVATIVES

TRANSACTIONS

These Standard Terms of Share and Index Derivatives Transactions (hereinafter, theStandard Terms) shall establish the specifics of execution, performance and terminationof the Transactions, as defined in Section 1.31 of the Standard Terms. These StandardTerms shall apply to a Transaction (a) if they are incorporated, whether in whole or inpart, in the Confirmation of the Transaction by the statement therein that such StandardTerms apply in whole or in the relevant part; or (b) by default if there is no Confirmation.Any term used in the Confirmation will, when combined with the name of a party, havemeaning in respect of the named party only.

1. GENERAL DEFINITIONS

1.1 Shares means, in respect of a Share Transaction or Share Basket Transaction, theshares (as defined by the laws and regulations of the Russian Federation on securitiesmarket) specified as such in the related Confirmation or otherwise agreed by the partieswith regard to the Transaction. Under the terms of a Transaction, these Standard Termsmay apply to an issuer option as defined by the laws and regulations of the RussianFederation on securities market. In that case, this definition of Shares shall cover theissuer option for the purposes of these Standard Terms.

1.2 Underlying Asset means Shares as defined in Section 1.1, Indices as defined inSection 1.13, and Basket of Shares or a Basket of Indices as defined in Section 1.18,which are to be delivered under a Transaction, or subject to a change in the value (orlevel) of which the obligations under the Transactions are performed.

1.3 Banking Day means any day which is a Business Day in the meaning given to itin the Master Agreement, and:

(a) if Euro is the Settlement Currency, any day on which the Trans-EuropeanAutomated Real-time Gross settlement Express Transfer (TARGET) system isopen; or

(b) if any other foreign currency is the Settlement Currency, any day on which creditinstitutions are open for banking and other transactions (including dealings onforeign exchange market) in the principal financial center for the relevant foreigncurrency determined for such currency in Exhibit 7 to the Standard Terms of FX,Currency Option and Currency Swap Transactions published in the Internet on theweb pages of the Association of Russian Banks, National Foreign ExchangeAssociation and Russian National Association of Securities Market Participants.

1.4 Non-Deliverable Transaction means a Non-Deliverable Option Transaction, aNon-Deliverable Forward Transaction, or a Non-Deliverable Swap Transaction.

1.5 Exchange means:

(a) in respect of an Index and an Index Transaction or Index Basket Transaction, eachexchange or another trade organiser specified in relation to such Index in theConfirmation or otherwise agreed by the parties in relation to such Index;

(b) in respect of a Share and a Share Transaction or Share Basket Transaction, eachexchange or another trade organiser specified in relation to such Share in theConfirmation or otherwise agreed by the parties in relation to such Share.

1.6 Related Exchange means each exchange specified in relation to an Index or aShare in the Confirmation or otherwise agreed by the parties in relation to such Index orShare on which futures, options or other derivatives contracts with such Index or suchShare as the underlying asset are traded, provided, that where “All Exchanges” isspecified as the Related Exchange in the related Confirmation, “Related Exchange” shallmeans each exchange where trading has a material effect (as determined by theCalculation Agent) on the overall market for futures, options or other derivatives contractswith such Index or such Share as the underlying asset.

1.7 Relevant Price means:

(a) in respect of an Index, the level of such Index determined by the CalculationAgent as provided in the related Confirmation or otherwise agreed by the partiesas of the Valuation Time on the Valuation Date or, if no means for determining theRelevant Price are so provided, the level of the Index as of the Valuation Time onthe Valuation Date; and

(b) in respect of a Share, the price per Share determined by the Calculation Agent asof the Valuation Time on the Valuation Date as provided in the Confirmation orotherwise agreed by the parties, or, if no means for determining the Relevant Priceis provided, the Relevant Price shall be the arithmetic means of the highest bid andlowest ask prices of such Share quoted at the Exchange as of the Valuation Timeon the Valuation Date (or, in absence thereof as of the Valuation Time, thearithmetic means of the latest highest bid and latest lowest ask prices of suchShare quoted immediately before the Valuation Time), without regard toquotations that “lock” or “cross” the dealer exchange, and repurchase transactions.

1.8 Exchange Business Day means any Scheduled Trading Day on which eachExchange and each Related Exchange are open for trading during their respective regulartrading sessions, notwithstanding any such Exchange or Related Exchange closing priorto its Scheduled Closing Time.

1.9 Payment Currency means the currency in which payment are made under theTransaction designated as such in the Confirmation or otherwise agreed by the parties inrespect of the Transaction.

1.10 Scheduled Closing Time means, in respect of an Exchange or Related Exchangeand a Scheduled Trading Day, the scheduled closing time of such Exchange or RelatedExchange on such Scheduled Trading Day, without regard to after hours or other tradingoutside of the regular trading session hours.

1.11 Master Agreement means the Master Agreement in the meaning defined in theModel Provisions.

1.12 Trade Date means, in respect of a Transaction, the Trade Date in the meaningdefined in the Master Agreement.

1.13 Index means, in respect of an Index Transaction or Index Basket Transaction, theindex calculated on the basis of an aggregate price of shares (stock exchange index) andspecified as such in the related Confirmation or otherwise agreed by the parties withregard to the Transaction.

1.14 Clearance System means, in respect of Deliverable Transactions, the clearancesystem specified as such for a Share in the related Confirmation or otherwise agreed bythe parties with regard to such Share, or any successor to such clearance system asdetermined by the Calculation Agent or in absence of such determination or otheragreement of the parties, the principal clearance system used for settling trades in therelevant Share on the Exchange on the Settlement Date. If the Clearance System ceases tosettle trades in such Share, the parties shall negotiate in good faith to agree anothermanner of delivery.

1.15 Clearance System Business Day means, in respect of a Clearance System, anyday on which such Clearance System is (or, but for the occurrence of a SettlementDisruption Event, would have been) open for the acceptance and execution of settlementinstructions.

1.16 Number of Shares means:

(a) in respect of a Share Option Transaction, the number of Shares obtained bymultiplying the Number of Options by the Option Entitlement;

(b) in respect of a Share Forward Transaction or Share Swap Transaction, the numberof Shares specified as such in the related Confirmation or otherwise agreed by theparties with regard to the Transaction; and

(c) in respect of a Share Basket Transaction for the Shares of each Issuer comprised inthe Basket, the number of such Shares per Basket specified or otherwisedetermined as provided in the related Confirmation or otherwise agreed by theparties with regard to the Transaction.

1.17 Number of Baskets means, in respect of a Index Basket Transaction or ShareBasket Transaction, the number of Baskets specified or otherwise determined as providedin the related Confirmation or otherwise agreed by the parties with regard to theTransaction.

1.18 Basket means:

(a) in respect of an Index Basket Transaction, a number of Indices listed in the relatedConfirmation in the relative proportions specified in the Confirmation orotherwise agreed by the parties with regard to the Transaction; and

(b) in respect of a Share Basket Transaction, a number of Shares of each Issuer listedin the related Confirmation in the relative proportions or numbers specified in therelated Confirmation or otherwise agreed by the parties with regard to theTransaction.

1.19 Multiplier means the percentage or amount specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction or, if nosuch Multiplier is specified or otherwise agreed by the parties, one.

1.20 Equity Notional Amount means, in respect of a Swap Transaction, the amountspecified as such in the related Confirmation or otherwise agreed by the parties withregard to the Transaction and adjusted, if applicable, as provided in Sections 5.1(j), 11.4and 12 of the Standard Terms.

1.21 Scheduled Trading Day means any day on which each Exchange and eachRelated Exchange are scheduled to be open for trading for their respective regular tradingsessions.

1.22 Confirmation means the Confirmation in the meaning defined in the MasterAgreement which may be made in the form set out in Exhibits 1-18 to the Standard Termsdepending on the type of Transaction, or in any other form agreed by the parties.

1.23 Buyer means the party to the Transaction specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction.

1.24 Deliverable Transaction means a Deliverable Option Transaction, a DeliverableForward Transaction or Deliverable Swap Transaction.

1.25 Model Provisions means the Model Provisions of Agreement for DerivativesTransaction on Financial Markets published in the Internet on the web pages of theAssociation of Russian Banks, National Foreign Exchange Association and RussianNational Association of Securities Market Participants.

1.26 Seller means the party to the Transaction specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction.

1.27 Index Sponsor means an entity that:

(a) is responsible for setting the rules and procedures and the methods of calculationand adjustments( if applicable), related to the relevant Index; and

(b) announces the level of the relevant Index on a regular basis during each ScheduledTrading Day.

1.28 Calculation Agent means a person specified as such in the Master Agreement,unless another person is specified as such in the related Confirmation or otherwise agreedby the parties in respect of the Transaction. The Calculation Agent shall determine therelevant rates, values, prices, sums and other amounts, and shall otherwise act inaccordance with these Standard Terms. The Calculation Agent shall act in a reasonable

manner and in good faith in any circumstances. Any determination (calculation) made bythe Calculation Agent shall be binding upon the parties in the absence of manifest error.

1.29 Settlement Cycle means:

(a) in respect of an Index or Share, the period of Clearance System Business Daysfollowing a trade in the shares underlying such Index or such Shares, as the casemay be, on the Exchange in which settlement will customarily occur according tothe rules of such Exchange (or, if there are multiple Exchanges in respect of anIndex, the longest such period); and

(b) in respect of an Exchange-traded Contract, the period of Exchange Business Daysfollowing a trade in such Exchange-traded Contract on the Exchange in whichsettlement will customarily occur according to the rules of such Exchange.

1.30 Transaction means an Option Transaction as defined in Section 1.31 of theStandard Terms, a Swap Transaction as defined in Section 1.35 of the Standard Terms, aForward Transaction as defined in Section 1.39 of the Standard Terms, any combinationof the said Transactions or any other transaction in respect of which the parties specifiedthese Standard Terms to be applicable in the related Confirmation.

1.31 Option Transaction means a transaction pursuant to which the Buyer shall, on theterms agreed by the parties and subject to other conditions set out in these StandardTerms, pay the Premium to the Seller and acquire the right (the Exercise Right), but notthe obligation, to:

(a) request the Seller to pay the Settlement Amount on the Settlement Date, and theSeller shall pay such Settlement Amount (the Non-Deliverable OptionTransaction) to the Buyer. The Settlement Amount under a Non-DeliverableOption Transaction may be calculated in respect of:

(i) a single Index (such Transaction being an Index Option Transaction);

(ii) a single category (type) of Shares of one Issuer (such Transaction being aNon-Deliverable Share Option Transaction);

(iii) a Basket of Indices (such Transaction being an Index Basket OptionTransaction);

(iv) a Basket of Shares (such Transaction being a Non-Deliverable ShareBasket Option Transaction);

(b) on the Settlement Date, receive from the Seller the ownership of single category(type) of Shares of one Issuer under a Call Option, or transfer to the Seller theownership of such Shares at the Strike Price under a Put Option, and the Sellershall transfer to the Buyer the ownership of such Shares, or receive from the Buyerthe ownership of such Shares at the Strike Price, as the case may be (theDeliverable Share Option Transaction); or

(c) on the Settlement Date, receive from the Seller the ownership of the Basket(s) ofShares under a Call Option, or transfer to the Seller the ownership of the Basket(s)of Shares at the Strike Price under a Put Option, and the Seller shall transfer to theBuyer the ownership of the Basket(s) of Shares, or receive from the Buyer theownership of the Basket(s) of Shares at the Strike Price, as the case may be (theDeliverable Share Basket Option Transaction, and together with the DeliverableShare Option Transaction, the Deliverable Option Transaction).

1.32 Share Option Transaction means a Deliverable Share Option Transaction or aNon-Deliverable Share Option Transaction.

1.33 Basket Option Transaction means an Index Basket Option Transaction or ShareBasket Option Transaction.

1.34 Share Basket Option Transaction means a Deliverable Share Basket OptionTransaction or a Non-Deliverable Share Basket Option Transaction.

1.35 Swap Transaction means a transaction in which, on the terms agreed by theparties and subject to other provisions of these Standard Terms:

(a) unless the terms of the Transaction provide otherwise, one party pays, once orperiodically, amounts of money calculated on a floating or fixed interest rate, andthe Equity Amount is paid by the other party, if it is expressed as a positivenumber, or by the first party, if it is expressed as a negative number (the Non-Deliverable Swap Transaction). The Equity Amount under a Non-DeliverableSwap Transaction may be calculated in respect of:

(i) a single Index (such Transaction being an Index Swap Transaction);

(ii) a single category (type) of Shares of one Issuer (such Transaction being aNon-Deliverable Share Swap Transaction);

(iii) a Basket of Indices (such Transaction being an Index Basket SwapTransaction);

(iv) a Basket of Shares (such Transaction being a Non-Deliverable ShareBasket Swap Transaction);

(b) unless the terms of the Transaction provide otherwise, one party pays, once orperiodically, amounts of money calculated on a floating or fixed interest rate andundertakes to pay the Equity Notional Amount to the other party on the SettlementDate, and the other party pays, once or periodically, the Dividend Amount andundertakes to transfer to the first party, on the Settlement Date, the ownership of:

(i) Shares of a single category (type) of Shares of one Issuer (such Transactionbeing a Deliverable Share Swap Transaction);

(ii) a Basket(s) of Shares (such Transaction being a Deliverable Share BasketSwap Transaction, and together with the Deliverable Share SwapTransaction, the Deliverable Swap Transaction).

1.36 Share Swap Transaction means a Non-Deliverable Share Swap Transaction orDeliverable Share Swap Transaction.

1.37 Basket Swap Transaction means an Index Basket Swap Transaction or ShareBasket Swap Transaction.

1.38 Share Basket Swap Transaction means a Non-Deliverable Share Basket SwapTransaction or a Deliverable Share Basket Swap Transaction.

1.39 Forward Transaction means a transaction pursuant to which, on the terms agreedby the parties and subject to other conditions set out in these Standard Terms:

(a) on the Settlement Date, the Seller shall pay to the Buyer the Settlement Amount ifit is expressed as a positive number, and the Buyer shall pay to the Seller theabsolute value of the Settlement Amount if it is expressed as a negative number(the Non-Deliverable Forward Transaction). The Settlement Amount under aNon-Deliverable Forward Transaction may be calculated in respect of:

(i) a single Index (such Transaction being an Index Forward Transaction);

(ii) a single category (type) of Shares of one Issuer (such Transaction being aNon-Deliverable Share Forward Transaction);

(iii) a Basket of Indices (such Transaction being an Index Basket ForwardTransaction);

(iv) a Basket of Shares (such Transaction being a Non-Deliverable ShareBasket Forward Transaction);

(b) on the Settlement Date, the Seller shall transfer to the Buyer the ownership of anagreed number of single category (type) Shares of one Issuer, and the Buyer shallmake a payment for such Shares in an amount calculated on the basis of theForward Price (the Deliverable Share Forward Transaction);

(c) on the Settlement Date, the Seller shall transfer to the Buyer the ownership of anagreed number of Shares in one or more Baskets, and the Buyer shall make apayment for such Basket(s) in an amount calculated on the basis of the ForwardPrice (the Deliverable Share Basket Forward Transaction, and together with theDeliverable Share Option Transaction, the Deliverable Forward Transaction).

1.40 Share Forward Transaction means a Non-Deliverable Share Forward Transactionor a Deliverable Share Forward Transaction.

1.41 Basket Forward Transaction means an Index Basket Forward Transaction or aShare Basket Forward Transaction.

1.42 Share Basket Forward Transaction means a Non-Deliverable Share BasketForward Transaction or a Deliverable Share Basket Forward Transaction.

1.43 Share Transaction means a Share Option Transaction, a Share ForwardTransaction or a Share Swap Transaction.

1.44 Index Transaction means an Index Option Transaction, an Index ForwardTransaction or an Index Swap Transaction.

1.45 Share Basket Transaction means a Share Basket Option Transaction, a ShareBasket Forward Transaction or a Share Basket Swap Transaction.

1.46 Index Basket Transaction means an Index Basket Option Transaction, an IndexBasket Forward Transaction or an Index Basket Swap Transaction.

1.47 Issuer means, in respect of a Share, the issuer of such Shares.

2. OPTION TRANSACTIONS

2.1 When used in relation to an Option Transaction, the following terms shall have theindicated meanings:

(a) Commencement Date means, in respect of an American Option, the date specifiedas such in the related Confirmation or otherwise agreed by the parties in respect ofthe Transaction or, if such date is not a Scheduled Trading Day, the next followingScheduled Trading Day; or, if no such date is specified or otherwise agreed by theparties, the Trade Date.

(b) Number of Options means the number of Option Entitlements specified as such inthe related Confirmation or otherwise agreed by the parties in respect of theTransaction, in relation to which the Exercise Right is exercisable under an OptionTransaction.

(c) Option Entitlement means:

(i) in respect of a Share Option Transaction, the number of Shares specified assuch in the related Confirmation or otherwise agreed by the parties inrespect of the Transaction, or, if no Option Entitlement is so specified orotherwise agreed, one Share;

(ii) in respect of a Share Basket Option Transaction, the number of Basketsspecified as such in the related Confirmation or otherwise agreed by theparties in respect of the Transaction, or, if no Option Entitlement is sospecified or otherwise agreed, one Basket.

(d) Option means, in respect of an Option Transaction, the Exercise Right in relationto one Option Entitlement.

(e) Strike Price means:

(i) in respect of an Index Option Transaction, the level of the relevant Indexspecified or otherwise determined as provided in the related Confirmationor otherwise agreed by the parties;

(ii) in respect of a Share Option Transaction, the price per Share specified orotherwise determined as provided in the related Confirmation or otherwiseagreed by the parties;

(iii) in respect of an Index Basket Option Transaction, the price per Basketspecified or otherwise determined as provided in the related Confirmationor otherwise agreed by the parties; and

(iv) in respect of a Share Basket Option Transaction, the price per Basketspecified or otherwise determined as provided in the related Confirmationor otherwise agreed by the parties.

2.2 Option Style.

(a) American Option means a style of Option Transactions pursuant to which theExercise Right is exercisable on any Scheduled Trading Day during the ExercisePeriod that consists of at least two Scheduled Trading Days.

(b) Bermuda Option means a style of Option Transactions pursuant to which theExercise Right is exercisable only on one of the Exercise Dates specified as suchin the related Confirmation or otherwise agreed by the parties and on theExpiration Date.

(c) European Option means a style of Option Transactions pursuant to which theExercise Right is exercisable only on the Expiration Date.

2.3 Option Type.

(a) Call means a type of Option Transactions pursuant to which the Buyer is entitledupon the exercise of the Exercise Right:

(i) in respect of a Deliverable Option Transaction, to receive from the Sellerthe ownership of Shares or a Basket of Shares in exchange for the paymentof an amount calculated on the basis of the Strike Price per Share orBasket;

(ii) in respect of a Non-Deliverable Option Transaction, to receive from theSeller the Settlement Amount if the Settlement Price exceeds the StrikePrice,

in each case subject to other conditions set out in these Standard Terms and therelated Confirmation.

(b) Put means a type of Option Transactions pursuant to which the Buyer is entitledupon the exercise of the Exercise Right:

(i) in respect of a Deliverable Option Transaction, to transfer to the Seller theownership of Shares or Basket of Shares in exchange for the payment of anamount calculated on the basis of the Strike Price per Share or Basket;

(ii) in respect of a Non-Deliverable Option Transaction, to receive from theSeller the Settlement Amount if the Strike Price exceeds the SettlementPrice,

in each case subject to other conditions set out in these Standard Terms and therelated Confirmation.

2.4 Payment of Premium.

(a) On one or each date agreed by the parties (the Premium Payment Date) or, if nosuch date is agreed, on the date that is one Settlement Cycle following the TradeDate, the Buyer shall pay a premium to the Seller (the Premium) specified orotherwise determined as provided in the related Confirmation, or otherwise agreedby the parties with regard to the Transaction. If the date determined hereunder asthe Premium Payment Date is not a Banking Day for settlements in the currency inwhich the Premium is payable, the Premium Payment Date shall be the nextfollowing Banking Day for that currency.

(b) If a Premium per Option is specified in the related Confirmation, the total amountof the Premium shall be the product of the Premium per Option and the Number ofOptions.

2.5 Material Terms of an Option Transaction.

(a) The material terms of Option Transactions to be agreed by the parties on the TradeDate in relation to each of such Transactions shall be:

(i) the Buyer;

(ii) the Seller;

(iii) the option style;

(iv) the option type;

(v) the Underlying Asset;

(vi) the Number of Options;

(vii) the Strike Price;

(viii) the Expiration Date;

(ix) the Exercise Date for a Bermuda Option (in respect of Bermuda Options);

(x) the amount of the Premium;

(xi) the Exchange (for a Non-Deliverable Option Transaction).

(b) Any other terms may be agreed as the material terms of a Option Transaction ifrequested by one of the parties.

3. EXERCISE OF THE EXERCISE RIGHT UNDER OPTION TRANSACTION

3.1 When used in relation to exercise of the Exercise Right under an OptionTransaction, the following terms shall have the indicated meanings:

(a) Expiration Time means any time during a Scheduled Trading Day specified assuch in the related Confirmation or otherwise agreed by the parties in respect ofthe Transaction as the deadline for receipt of the Notice of Exercise and if no suchtime is specified, the Valuation Time.

(b) Exercise Date means a Scheduled Trading Day during the Exercise Period onwhich the Exercise Right under an Option Transaction is exercisable pursuant toSection 3.2 of the Standard Terms.

In respect of a Bermuda Option, if the Exercise Date specified as such in therelated Confirmation or otherwise agreed by the parties is not a Scheduled TradingDay, the next following Scheduled Trading Day shall be deemed to be theExercise Date. If a Market Disruption Event occurs prior to the Expiration Timeon the date determined as the Exercise Date under a Bermuda Option, one of thefollowing days shall be deemed the Exercise Date:

(i) the next following Scheduled Trading Day after the Market DisruptionEvent ceases to be effective;

(ii) if a Market Disruption Event continues for eight consecutive ScheduledTrading Days after the originally scheduled Exercise Date under aBermuda Option, the eighth Scheduled Trading Day, irrespective ofwhether the Market Disruption Event continues.

If, notwithstanding the foregoing, the Exercise Right under a Bermuda Option isexercised on a Scheduled Trading Day that would have been an Exercise Date butfor the occurrence of the Market Disruption Event, such day shall be deemed to bethe Exercise Date for the purpose of determining whether the Exercise Right hasbeen exercised during the Exercise Period.

(c) Exercise Period means:

(i) in respect of an American Option, all Scheduled Trading Days from, andincluding, the Commencement Date to, and including, the Expiration Datebetween 09:00 a.m. (Moscow time) and the Expiration Time;

(ii) in respect of a European Option, the Expiration Date between 09:00 a.m.(Moscow time) and the Expiration Time;

(iii) in respect of a Bermuda Option, each Exercise Date specified as such inthe related Confirmation or otherwise agreed by the parties from, andincluding, the Commencement Date to, and including, the Expiration Datebetween 09:00 a.m. (Moscow time) and the Expiration Time.

(d) Notice of Exercise means irrevocable notice which may be prepared by the Buyerin the form attached as Exhibit 19 to these Standard Terms or in another formagreed by the parties. Notice of Exercise may be delivered by facsimile, unless theparties agree otherwise.

(e) Expiration Date means the date specified as such in the related Confirmation orotherwise agreed by the parties in respect of the Transaction on which the ExerciseRight under an Option Transaction terminates unless exercised prior to theExpiration Time (and if such date is not a Scheduled Trading Day, the nextfollowing Scheduled Trading Day), provided that no Market Disruption Eventoccurs prior to the Expiration Time on such date. If a Market Disruption Eventoccurs on the date determined as the Expiration Date, one of the following daysshall be deemed the Expiration Date:

(i) the next following Scheduled Trading Day after the Market DisruptionEvent ceases to be effective;

(ii) if a Market Disruption Event continues for eight consecutive ScheduledTrading Days after the originally scheduled Expiration Date, the eighthScheduled Trading Day, irrespective of whether the Market DisruptionEvent continues.

3.2 Exercise of the Exercise Right

Sending Notice of Exercise

(a) Unless the Exercise Right is exercised automatically in accordance withSection 3.2(f) of the Standard Terms, the Buyer shall exercise its Exercise Rightunder an Option Transaction by sending the Notice of Exercise to the Seller duringthe Exercise Period.

(b) If Multiple Exercise is applicable to an American Option or Bermuda Option inaccordance with Section 3.2(c) of the Standard Terms, the Buyer shall specify thenumber of Options to be exercised on the Exercise Date under the OptionTransaction in the Notice of Exercise.

Multiple Exercise

(c) The terms of an American Option or a Bermuda Option may provide for multipleexercise of an Option Transaction (the Multiple Exercise). In that case, the Buyermay exercise all or a part of the Options remaining unexercised on one or moreScheduled Trading Days during the Exercise Period, provided that the number ofthe Options to be so exercised may not be less than a certain minimum (theMinimum Number) and/or greater than a certain maximum (the MaximumNumber) set out by the terms of the Option Transaction. If the terms of the OptionTransaction also provide for an integral multiple (the Integral Multiple), thenumber of the exercisable Options must be equal to, or integral multiple of, theIntegral Multiple.

(d) Except as provided by Section 3.2(d)(i) of the Standard Terms, while setting thelimitations in accordance with Section 3.2(c) of the Standard Terms, if the Buyerattempts to exercise on any of the specified Scheduled Trading Days:

(i) more than the Maximum Number, the Maximum Number of Options shallbe exercised (and the Options in excess of the Maximum Number shallremain unexercised);

(ii) less than the Minimum Number, the Options shall not be exercised;

(iii) an amount of Options that is neither equal to nor integral multiple of theIntegral Multiple, the Options shall be exercised in a number equal to thenext lowest integral multiple of the Integral Multiple (and the Options inexcess of such number shall remain unexercised).

(e) On any such Scheduled Trading Day the Buyer may exercise any number of theOptions (notwithstanding the provisions of Sections 3.2(d)(ii) 3.2(d)(iii) of theStandard Terms) that does not exceed the Maximum Number if it exercises all theOptions remaining unexercised, provided that the Buyer may exercise anunlimited number of the Options that remain unexercised on the Expiration Date.

Automatic Exercise

(f) If the terms of an Option Transaction provide that the Exercise Right is exercisedautomatically, then each Option not previously exercised will be deemedautomatically exercised:

(i) in respect of a Non-Deliverable Option Transaction, at the Expiration Timeon the Expiration Date unless the Buyer notifies the Seller prior to theExpiration Time that the Automatic Exercise will not apply to such Option;

(ii) in respect of a Deliverable Option Transaction, at the Expiration Time onthe Expiration Date, unless the Buyer notifies the Seller prior to theExpiration Time that the Automatic Exercise will not apply to suchOptions and if, as determined by the Calculation Agent, at such ExpirationTime:

(A) in respect of a Call Option:

(I) the Reference Price is equal to or exceeds the price for aShare at which any Related Exchange would automaticallyexercise a deliverable option, which Underlying Asset is theShare, with the strike price equal to the Strike Price;

(II) the Reference Price exceeds the Strike Price, if no optionsrelating to such Share are listed on any Related Exchange orno Related Exchange is specified in the relatedConfirmation;

(B) in respect of a Put Option:

(I) the Reference Price is equal to or less than the price for aShare at which any Related Exchange would automaticallyexercise a deliverable option, which Underlying Asset is theShare, with the strike price equal to the Strike Price;

(II) the Reference Price is less than the Strike Price, if nooptions relating to such Share are listed on any RelatedExchange or no Related Exchange is specified in the relatedConfirmation.

If in the above circumstances the parties send any notices or other communicationsreminding that the term for exercising the Option Transaction under which theExercise Right shall be deemed exercised automatically pursuant to this sectionhas fallen due, including when such notifications are sent in the form of the Noticeof Exercise, such notices or other communications shall be of a notifying characterand shall not constitute a ground for creation, alteration or termination of anyrights and obligations of the parties under the Option Transaction.

(g) Reference Price means the price per Share or amount per Basket determined asprovided in the related Confirmation or otherwise agreed by the Parties as of theExpiration Time on the Expiration Date or, if no means of determining such priceor amount are so provided:

(i) in respect of a Share Option Transaction, the Relevant Price of the Share(for which purpose the Valuation Time and the Valuation Date will be theExpiration Time and the Expiration Date, respectively); and

(ii) in respect of a Share Basket Option Transaction, the sum of the valuescalculated as of the Expiration Time on the Expiration Date for the Sharesof each Issuer as the product of the Relevant Price of such Share (for whichpurpose the Valuation Time and the Valuation Date will be the ExpirationTime and the Expiration Date, respectively) and the relevant Number ofShares comprised in the Basket.

4. FORWARD TRANSACTIONS

4.1 When used in respect of a Forward Transaction, the following terms have theindicated meanings:

(a) Forward Price means:

(i) in respect of an Index Forward Transaction, the level of the relevant Indexspecified or otherwise determined as provided in the related Confirmationor otherwise agreed by the parties;

(ii) in respect of a Share Forward Transaction, the price per Share specified orotherwise determined as provided in the related Confirmation or otherwiseagreed by the parties;

(iii) in respect of an Index Basket Forward Transaction, the amount per Basketspecified or otherwise determined as provided in the related Confirmationor otherwise agreed by the parties;

(iv) in respect of a Share Basket Forward Transaction, the amount per Basketspecified or otherwise determined as provided in the related Confirmationor otherwise agreed by the parties.

(b) Forward Floor Price means the level of the Index, price per Share or amount perBasket specified or otherwise determined as provided in the related Confirmationor otherwise agreed by the parties with regard to the Transaction.

(c) Forward Cap Price means the level of the Index, price per Share or amount perBasket, as applicable, specified or otherwise determined as provided in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction.

4.2 Prepayment under Forward Transaction.

(a) The terms of a Forward Transactions may provide for prepayment by the Buyer ofthe Underlying Asset (the Prepayment). In that case, the Buyer shall, on the datespecified or otherwise determined as provided in the related Confirmation orotherwise agreed by the parties (the Prepayment Date), make a Prepayment to theSeller in the amount specified or otherwise determined as provided in the relatedConfirmation or otherwise agreed by the parties. If neither the Prepayment Datenor means of determining such date are specified in the related Confirmation orotherwise agreed by the parties, the Prepayment Date will be the Banking Dayfollowing the Trade Date. If the date determined under this section as thePrepayment Date is not a Banking Day for the settlements in the currency inwhich the Prepayment is to be made, the Prepayment Date will fall on the nextfollowing Banking Day for the settlements in such currency.

4.3 Material Terms of a Forward Transaction.

(a) The material terms of Forward Transactions to be agreed by the parties on theTrade Date in relation to each of such Transactions shall be:

(i) the Buyer;

(ii) the Seller;

(iii) the Underlying Asset;

(iv) in respect of a Share Forward Transaction, the Number of Shares;

(v) in respect of a Share Basket Forward Transaction, the Number of Baskets;

(vi) the Forward Price;

(vii) the Valuation Date;

(viii) the Exchange (for a Non-Deliverable Forward Transaction).

(b) Any other terms may be agreed as the material terms of a Forward Transaction ifrequested by one of the parties.

5. SWAP TRANSACTIONS

5.1 When used in respect of a Swap Transaction, the following terms have theindicated meanings:

(a) Equity Amount Payer means a party or parties specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction.

(b) Equity Amount Receiver means a party or parties specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction or,if no such party is specified or otherwise agreed by the parties, the counterparty ofthe Equity Amount Payer under the Swap Transaction shall be the Equity AmountReceiver.

(c) Initial Exchange Amount means an amount specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction andpayable by the party, for which such amount has been determined, on the InitialExchange Date, if the Transaction provides an exchange of the Initial ExchangeAmounts.

(d) Initial Exchange Date means a date specified as such or otherwise determined asprovided in the related Confirmation or otherwise agreed by the parties withregard to the Transaction or, if such date is not an Exchange Business Day that is aBanking Day, the next following Exchange Business Day that is a Banking Day.

(e) Final Exchange Amount means an amount specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction andpayable by the party, for which such amount has been determined, on the FinalExchange Date, if the Transaction provides an exchange of the Final ExchangeAmounts.

(f) Final Exchange Date means the date specified as such or otherwise determined asprovided in the related Confirmation or otherwise agreed by the parties withregard to the Transaction or, if such date is not an Exchange Business Day that is aBanking Day, the next following Exchange Business Day that is a Banking Day.

(g) Amount of Return means, in respect of each Settlement Date, an amountdetermined by the Calculation Agent as of the relevant Valuation Date on aformula basis as follows:

Final ExchangeAmount – Initial Exchange

AmountAmount ofReturn =

Initial Exchange AmountMultiplier

(h) Initial Price means:

(i) in respect of the first Valuation Date, the price specified as such orotherwise determined as provided in the related Confirmation or otherwiseagreed by the parties in connection with the Transaction;

(ii) in respect of each subsequent Valuation Date, the Final Price for theValuation Date immediately preceding such Valuation Date.

(i) Final Price means, in respect of each Valuation Date:

(i) in respect of an Index Swap Transaction, the level of the Index determinedby the Calculation Agent as provided in the related Confirmation orotherwise agreed by the parties as of the Valuation Time on the ValuationDate or, if no means for determining the Final Price are so provided, thelevel of the Index as of the Valuation Time on the Valuation Date;

(ii) in respect of a Share Swap Transaction, the price per Share determined bythe Calculation Agent as provided in the related Confirmation or otherwiseagreed by the parties as of the Valuation Time on the Valuation Date or, ifno means for determining the Final Price are so provided, the arithmeticmeans of the highest bid and lowest ask prices of such Share quoted at theExchange as of the Valuation Time on the Valuation Date (or, in absencethereof as of the Valuation Time, the arithmetic means of the highest bidand lowest ask prices of such Share quoted immediately before theValuation Time), without regard to quotations that “lock” or “cross” thedealer exchange, and repurchase transactions.

(iii) in respect of an Index Basket Swap Transaction, an amount for the Basketdetermined by the Calculation Agent as provided in the relatedConfirmation or otherwise agreed by the parties as of the relevantValuation Time(s) on the Valuation Date or, if no means for determiningthe Final Price are so provided, an amount for the Basket equal to the sumof the Relevant Prices (weighted or adjusted in relation to each Index asprovided in the related Confirmation or otherwise agreed by the parties) forthe Indices comprised in the Basket;

(iv) in respect of a Share Basket Swap Transaction, an amount for the Basketdetermined by the Calculation Agent as provided in the relatedConfirmation or otherwise agreed by the parties as of the relevantValuation Time(s) on the Valuation Date or, if no means for determiningthe Final Price are so provided, an amount for the Basket equal to the sumof the values for the Shares of each Issuer as the product of (A) theRelevant Price of such Share and (B) the relevant Number of Sharescomprised in the Basket.

(j) Equity Notional Amount Reset. The terms of a Transaction may provide for areset of the Equity Notional Amount in respect of each Settlement Date (theEquity Notional Amount Reset). In that case:

(i) the Equity Notional Amount in respect of the first Settlement Date will bethe amount specified as such in the related Confirmation or otherwiseagreed by the parties with regard to the Transaction;

(ii) the Equity Notional Amount in respect of each subsequent Settlement Datewill be the total of ( ) the Equity Notional Amount and ( ) the EquityAmount, whether positive or negative, determined in respect of theprevious Settlement Date.

The Equity Notional Amount shall be reset with regard to the obligation of theEquity Amount Payer, and the relevant part of the obligation of the EquityAmount Receiver shall remain unchanged.

5.2 Material Terms of a Swap Transaction.

(a) The material terms of Swap Transactions to be agreed by the parties on the TradeDate in relation to each of such Transactions shall be:

(i) the Equity Amount Payer;

(ii) the Underlying Asset;

(iii) the Equity Notional Amount;

(iv) the Initial Price;

(v) in respect of a Share Swap Transaction, the Number of Shares;

(vi) in respect of a Share Basket Swap Transaction, the Number of Shares andthe Number of Baskets;

(vii) the Valuation Date(s);

(viii) the Exchange (for a Non-Deliverable Swap Transaction).

(b) Any other terms may be agreed as the material terms of a Swap Transaction ifrequested by one of the parties.

6. BARRIERS IN TRANSACTIONS

6.1 A Transaction may be subject to a knock-in event or a knock-out event, pursuantto which the Exercise Right, the right to receive a payment or delivery or the obligation tomake a payment or delivery under an Option Transaction, a Forward Transaction or aSwap Transaction shall, unless otherwise provided for by the terms of the Transaction:

(a) arise (the Knock-in Event); or

(b) terminate (the Knock-out Event)

for the respective party, if the level, price or value of the Knock-in/Knock-out ReferenceSecurity agreed by the parties is equal to or exceeds the Knock-in/Knock-out Price as of

the Knock-in/Knock-out Valuation Time on any Knock-in/Knock-out DeterminationDate.

6.2 Knock-in/Knock-out Price means, in respect of a Transaction that is subject to aKnock-in Event or a Knock-out Event, the level, price or value specified as such in therelated Confirmation or otherwise agreed by the parties with regard to the Transaction todetermine whether the Knock-in Event or the Knock-out Event has occurred.

6.3 Knock-in/Knock-out Reference Security means, in respect of a Transaction that issubject to a Knock-in Event or a Knock-out Event, an index, share, other security orbasket specified as such in the related Confirmation or otherwise agreed by the partieswith regard to the Transaction or, if no such index, share, other security or basket hasbeen specified or otherwise agreed by the parties, the Index, Share or Basket under suchTransaction.

6.4 Knock-in/Knock-out Determination Date means, in respect of a Transaction thatis subject to a Knock-in Event or a Knock-out Event, each Scheduled Trading Dayspecified as such in the related Confirmation or otherwise agreed by the parties withregard to the Transaction, unless a Market Disruption Event has occurred prior to theKnock-in Valuation Time on such day. If a Market Disruption Event has occurred on theday specified as a Knock-in/Knock-out Determination Date, the Knock-in/Knock-outDetermination Date shall be:

(a) the next following Scheduled Trading Day after the Market Disruption Eventceases to be effective;

(b) if a Market Disruption Event continues for eight consecutive Scheduled TradingDays after the day originally specified as a Knock-in/Knock-out DeterminationDate, the eighth Scheduled Trading Day, irrespective of whether the MarketDisruption Event continues; provided that the Calculation Agent shall determinethe level of the Knock-in/Knock-out Reference Security in accordance withSections 7.5(a)(ii), 7.5(b) or 7.5(c) of the Standard Terms.

In the event that the related Confirmation does not specify any Knock-in/Knock-outDetermination Date, the Knock-in/Knock-out Determination Dates shall be eachScheduled Trading Day from and including the Trade Date to and including the finalValuation Date, the Expiration Date or, if there is no such Valuation Date or ExpirationDate, the date that is one Settlement Cycle prior to the final Settlement Date (subject tothe provisions of Sections 3.1(e) and 7.5 of these Standard Terms on postponement ofterms, if applicable).

6.5 Knock-in/Knock-out Valuation Time means, in respect of a Transaction that issubject to a Knock-in Event or a Knock-out Event:

(a) the time on any Knock-in/Knock-out Determination Date specified as such in therelated Confirmation or otherwise agreed by the parties in respect of theTransaction;

(b) if no such time is specified or otherwise agreed by the parties, the Valuation Timespecified as such in the related Confirmation or otherwise agreed by the parties inrespect of the Transaction;

(c) if no Valuation Time is specified in the related Confirmation or otherwise agreedby the parties, the Scheduled Closing Time on the relevant exchange for theKnock-in/Knock-out Reference Security on any Knock-in/Knock-outDetermination Date;

(d) if the relevant exchange closes prior to its Scheduled Closing Time, the actualclosing time for its regular trading session.

6.6 If the terms of a Transaction provide for a Knock-in/Knock-out ReferenceSecurity that is also the Index, Share or Basket under such Transaction, and a Knock-in/Knock-out Price, the Knock-in Event or the Knock-out Event shall be deemed to haveoccurred, if as of the Knock-in/Knock-out Valuation Time on any Knock-in/Knock-outDetermination Date:

(a) the level, price or value of the Knock-in/Knock-out Reference Security is equal toor exceeds the Knock-in/Knock-out Price, if on the Trade Date the Knock-in/Knock-out Price exceeded the Initial Price, the Strike Price, the Forward Priceor any other original reference determined by the terms of the Transaction;

(b) the level, price or value of the Knock-in/Knock-out Reference Security is equal toor less than the Knock-in/Knock-out Price, if on the Trade Date the Knock-in/Knock-out Price was less than the Initial Price, the Strike Price, the ForwardPrice or any other original reference determined by the terms of the Transaction.

6.7 The material terms of a Transaction that is subject to a Knock-in Event or aKnock-out Event, which must be agreed by the parties on the Trade Date apart from thematerial terms of the relevant type of Transaction specified in the Standard Terms shall beas follows:

(a) type of the barrier event (Knock-in Event or Knock-out Event);

(b) the Knock-in/Knock-out Reference Security (if other than the Underlying Asset);and

(c) the Knock-in/Knock-out Price.

6.8 In the event of controversy between the parties as to the occurrence of a Knock-inEvent or a Knock-out Event, the issue of whether the relevant event has occurred shall beresolved by the Calculation Agent.

7. VALUATION

7.1 Valuation Time means the time on the relevant Valuation Date specified as suchin the related Confirmation or otherwise agreed by the parties in connection with theTransaction or, if no such time is specified or otherwise agreed by the parties, theScheduled Closing Time on the relevant Exchange on the relevant Valuation Date in

relation to each Index or Share to be valued. If the relevant Exchange closes prior to itsScheduled Closing Time and the Valuation Time specified in the related Confirmation orotherwise agreed by the parties occurs after the actual closing time for its regular tradingsession, then the Valuation Time shall be such actual closing time.

7.2 Valuation Date means:

(a) in respect of an Option Transaction, each Exercise Date; and

(b) in respect of a Forward Transaction or a Swap Transaction, each date specified orotherwise determined as provided in the related Confirmation or otherwise agreedby the parties with regard to the Transaction (or, if such date is not a ScheduledTrading Day, the next following Scheduled Trading Day),

in each case, subject to the provisions of Section 7.5 of the Standard Terms.

7.3 General Terms Relating to Market Disruption Events. If any of the events setout in paragraphs(a)-(c) of this Section 7.3 occurs or exists in respect of a Share or anIndex, then subject to paragraphs (d) and (e) of this Section 7.3 (hereinafter, each aMarket Disruption Event), the consequences set out in Section 7.5 of the Standard Termsshall apply to the relevant Transaction:

(a) Trading Disruption means any suspension of or limitation imposed on trading in:

(i) a Share on the Exchange or, in the case of an Index Transaction or IndexBasket Transaction, the shares that comprise 20 percent or more of thelevel of the relevant Index, on any relevant Exchange(s);

(ii) futures, options or other derivatives contracts which underlying asset is aShare or an Index, on any relevant Related Exchange,

by the relevant Exchange or Related Exchange or otherwise and whether by reasonof movements in price exceeding limits permitted by the relevant Exchange orRelated Exchange or otherwise.

(b) Exchange Disruption means:

(i) any event (other than an Early Closure) that disrupts or impairs (asdetermined by the Calculation Agent) the ability of market participants ingeneral:

(A) to enter into transactions in (or obtain information on quotations of)the Shares on the Exchange, or in the case of an Index Transactionor Index Basket Transaction, in the shares that comprise 20 percentor more of the level of the relevant Index, on any relevantExchange(s); or

(B) to enter into transactions in (or obtain information on quotations of)futures, options or other derivatives contracts which underlying

asset is a Share or the relevant Index on any relevant RelatedExchange;

(ii) any instance where any Exchange or Related Exchange fails to open forregular trading sessions on a Scheduled Trading Day.

(c) Early Closure means the closure on any Exchange Business Day of the relevantExchange (or in respect of an Index Transaction or Index Basket Transaction, anyrelevant Exchange(s) where the shares are traded that comprise 20 percent or moreof the level of the relevant Index) or any Related Exchange(s) prior to itsScheduled Closing Time unless such earlier closing time is announced by suchExchange(s) or Related Exchange(s) at least one hour prior to the earlier of:

(i) the actual closing time for the regular trading session on such Exchange(s)or Related Exchange(s) on such Exchange Business Day;

(ii) the submission deadline for orders to be entered into the Exchange orRelated Exchange system for execution thereof at the Valuation Time onsuch Exchange Business Day.

(d) A Trading Disruption or Exchange Disruption (other than the disruption set out inthis Section 7.3(b)(ii)) shall constitute a Market Disruption Event unless it occursearlier than one hour prior to the Valuation Time, Expiration Time or Knock-in/Knock-out Valuation Time, and is (as determined by the Calculation Agent)material.

(e) For the purposes of determining whether a Market Disruption Event in respect ofan Index exists, if a Market Disruption Event occurs in respect of a share based onthe transactions with which the Index is calculated, then the relevant percentagecontribution of that share to the level of the Index shall be based on a comparisonof (i) the portion of the level of the Index attributable to that share and (ii) theoverall level of the Index, in each case immediately before the occurrence of suchMarket Disruption Event.

7.4 Scheduled Valuation Date means any date that, but for the occurrence of a MarketDisruption Event, would have been a Valuation Date (without regard, for the purposes of thisSection 7.4, to any postponement of the Exercise Date or Expiration Date as a result of theoccurrence of a Market Disruption Event and assuming that the original Exercise Date ororiginal Expiration Date would have been a Valuation Date).

7.5 Consequences of a Market Disruption Event. If a Market Disruption Event occursor exists on a Valuation Date:

(a) in respect of an Index Transaction or a Share Transaction, the Valuation Date shallbe:

(i) the next following Scheduled Trading Day after the Market DisruptionEvent ceases to be effective;

(ii) if the Market Disruption Event continues for eight consecutive ScheduledTrading Days after the Scheduled Valuation Date, the eighth ScheduledTrading Day, irrespective of whether the Market Disruption Eventcontinues;

provided that the Calculation Agent shall determine:

(A) in respect of the Index Transaction, the level of the Index as of theValuation Time on that eighth Scheduled Trading Day inaccordance with the formula for, and method of, calculating theIndex applied immediately prior to the occurrence of the MarketDisruption Event using the Exchange traded or quoted price as ofthe Valuation Time on that eighth Scheduled Trading Day of eachshare based on the transactions with which the Index is calculated(or, if the Market Disruption Event has affected at least one ofrelevant shares, the Calculation Agent shall, based on its good faithestimate, determine the price of such share or shares as of theValuation Time on that eighth Scheduled Trading Day);

(B) in respect of a Share Transaction, the value for the Share as of theValuation Time on that eighth Scheduled Trading Day, based onits good faith estimate;

(b) in respect of an Index Basket Transaction, the Valuation Date shall be:

(i) for an Index that is not affected by the occurrence of the Market DisruptionEvent, the Scheduled Valuation Date;

(ii) for an Index that is affected by the occurrence of the Market DisruptionEvent:

(A) the next following Scheduled Trading Day after the MarketDisruption Event ceases to be effective; or

(B) if the Market Disruption Event continues for eight consecutiveScheduled Trading Days after the Scheduled Valuation Date, theeighth Scheduled Trading Day, irrespective of whether the MarketDisruption Event continues;

provided that the Calculation Agent shall determine the level of theIndex as of the Valuation Time on that eighth Scheduled TradingDay in accordance with the formula for, and method of, calculatingthe Index applied immediately prior to the occurrence of the MarketDisruption Event using the Exchange traded or quoted price as ofthe Valuation Time on that eighth Scheduled Trading Day of eachshare based on the transactions with which the Index is calculated(or, if the Market Disrupting Event has affected at least one of therelevant shares, the Calculation Agent shall, based on its good faithestimate, determine the price of such share or shares as of theValuation Time on that eighth Scheduled Trading Day);

(c) in respect of an Index Basket Transaction, the Valuation Date shall be:

(i) for any Share that is not affected by the occurrence of the MarketDisruption Event, the Scheduled Valuation Date; and

(ii) for any Share that is affected by the occurrence of the Market DisruptionEvent:

(A) the next following Scheduled Trading Day after the MarketDisruption Event ceases to be effective;

(B) if the Market Disruption Event continues for eight consecutiveScheduled Trading Days after the Scheduled Valuation Date, theeighth Scheduled Trading Day, irrespective of whether the MarketDisruption Event continues; provided that the Calculation Agentshall determine the value for the Share as of the Valuation Timeon that eighth Scheduled Trading Day based on its good faithestimate.

7.6 Futures Price Valuation. The terms of an Index Transaction may provide forvaluation of futures (the Futures Price Valuation) for such Index. In that case,notwithstanding any other provisions of these Standard Terms the following provisionswill apply to the valuation of that Index on a Valuation Date.

(a) For the purpose of this section only, the Valuation Date shall be a day on whichthe Official Settlement Price is published and, in all cases except for Section 7.6(e)of the Standard Terms, irrespective of whether any Market Disruption Event existson such day).

(b) Additional Definitions Relating to Futures Price Valuation.

(i) Exchange-traded Contract in relation to an Index means a derivativescontract entered into in the course of trading organised by an exchange andspecified as such in the related Confirmation or otherwise agreed by theparties for that Index. For this purpose, the parties shall specify the futures,options or other derivatives contract with reference to:

(A) the Index to which it relates;

(B) the delivery month of derivatives contract, and

(C) the exchange on which it is traded.

(ii) Official Settlement Price means the official settlement price (howeverdescribed under the rules of the relevant Exchange or its clearing house) ofany of the relevant Exchange-traded Contracts published by the Exchange orits clearing house.

(c) Settlement Price and Final Price. For purposes of determining the SettlementPrice or the Final Price on a Valuation Date:

(i) in respect of an Index Transaction, the Settlement Price or the Final Pricewill be the Official Settlement Price on that Valuation Date;

(ii) in respect of an Index Basket Transaction, the Settlement Price or the FinalPrice will be determined as otherwise provided in these Standard Terms,provided, however, that in relation to each Index for which Futures PriceValuation is applicable, the Relevant Price will be the Official SettlementPrice (weighted or adjusted in relation to that Index as provided in therelated Confirmation) on that Valuation Date.

(d) Adjustments of the Exchange-traded Contract. Subject to Sections 12.1-12.2 ofthe Standard Terms, which provisions shall prevail, in the event that the terms ofthe Exchange-traded Contract are modified by the Exchange, the CalculationAgent shall, if necessary, adjust one or more of the Strike Price, the Number ofOptions, the Initial Price, the Forward Price, the Forward Floor Price, the ForwardCap Price, the Knock-in/Knock-out Price and/or any other variable relevant to thesettlement terms of the Transaction to preserve for each party the economicequivalent of any payment or payments (assuming satisfaction of each applicablecondition precedent) by the parties in respect of the Transaction that would havebeen required after the date of such amendments.

(e) Non-Commencement or Discontinuance of the Exchange-traded Contract. Ifthere is no Official Settlement Price as a result of the fact that trading in theExchange-traded Contract never commences or is permanently discontinued at anytime on or prior to a Valuation Date, the Official Settlement Price for thatValuation Date shall be deemed to be the level of the relevant Index at the close ofthe regular trading session on the relevant Exchange on the Valuation Date.

If this section applies, then the Expiration Date in respect of an Option Transactionor the relevant Valuation Date in respect of a Forward Transaction or a SwapTransaction shall be the date that, but for the non-commencement or permanentdiscontinuance of the Exchange-traded Contract, would have been the date ofpublishing the relevant Official Settlement Price unless such day is a DisruptedDay, in which case the provisions of Sections 3.1(e) or 7.5 above, as applicable,will apply.

(f) Corrections of the Official Settlement Price. If the Official Settlement Price iscorrected and the correction is published by the relevant exchange within oneSettlement Cycle for the related Exchange-traded Contract after the originalpublication, either party may notify the other party of that correction and theCalculation Agent will determine the amount that is payable as a result of thatcorrection and, to the extent necessary, will adjust the terms of such Transaction toaccount for such correction.

8. SETTLEMENT PROCEDURE

8.1 Settlement Method Election. The terms of a Transaction may provide forentitlement by either party to select one of the two settlement methods: the settlements inthe manner for a Non-Deliverable Transaction or the settlements in the manner prescribedfor a Deliverable Transaction (the Settlement Method Election). In that case, the party

entitled to such selection (or, if no such party is specified, the Buyer or the EquityAmount Receiver) must give irrevocable notice to the other party of its election of thesettlement method to apply to the Transaction.

The notice under this Section 8.1 shall be given on or prior to the relevant SettlementMethod Election Date.

In the event that no Settlement Method Election notice is given under this section , thesettlement method for the Transaction shall be the default settlement method (the DefaultSettlement Method) specified in the related Confirmation or otherwise agreed by theparties with regard to the Transaction. If no such method is specified:

(a) in respect of an Index Transaction or a Swap Transaction, the settlements shall bemade in the manner prescribed for a Non-Deliverable Transaction;

(b) in respect of a Share Forward Transaction or a Share Basket Forward Transaction,the settlements shall be made in the manner prescribed for a DeliverableTransaction.

The Confirmation must specify the Default Settlement Method for any Share OptionTransaction and Share Basket Option Transaction.

8.2 Settlement Method Election Date means the date specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction or, if suchdate is not a Scheduled Trading Day, the next following Scheduled Trading Day.

8.3 Settlement Price means, in relation to a Valuation Date:

(a) in respect of a Non-Deliverable Share Option Transaction or a Share ForwardTransaction, the price per Share determined by the Calculation Agent as of theValuation Time on the Valuation Date as provided in the related Confirmation orotherwise agreed by the parties or, if no means for determining the SettlementPrice are so provided, the Relevant Price of the Share;

(b) in respect of a Non-Deliverable Share Basket Option Transaction or a ShareBasket Forward Transaction, an amount for the Basket determined by theCalculation Agent as of the relevant Valuation Time(s) on the Valuation Date asprovided in the related Confirmation or otherwise agreed by the parties or, if nomeans for determining the Settlement Price are so provided, an amount for theBasket equal to the sum of the values for the Shares comprised in the Basket;provided that the sum of the values for the Shares of each Issuer shall becalculated as the product of (i) the Relevant Price of such Share and (ii) therelevant Number of Shares comprised in the Basket;

(c) in respect of a Deliverable Share Option Transaction or a Deliverable ShareBasket Option Transaction, the Strike Price;

(d) in respect of an Index Option Transaction or an Index Forward Transaction, thelevel of the Index determined by the Calculation Agent as of the Valuation Timeon the Valuation Date as provided in the related Confirmation or otherwise agreed

by the parties or, if no means for determining the Settlement Price are so provided,the level of the Index as of the Valuation Time on the Valuation Date;

(e) in respect of an Index Basket Option Transaction or an Index Basket ForwardTransaction, an amount for the Basket determined by the Calculation Agent as ofthe Valuation Time on the Valuation Date as provided in the related Confirmationor otherwise agreed by the parties or, if no means for determining the SettlementPrice are so provided, an amount for the Basket equal to the sum of the RelevantPrices (weighted or adjusted in relation to each Index as provided in the relatedConfirmation) for the Indices comprised in the Basket.

8.4 Settlement Date means:

(a) in respect of a Non-Deliverable Transaction, the date specified or otherwisedetermined as provided in the related Confirmation or otherwise agreed by theparties with regard to the Transaction or, if no such date is specified or otherwiseagreed by the parties, the date that falls one Settlement Cycle following theValuation Date. If the date determined as the Settlement Date under this section isnot a Banking Day, the Settlement Date shall be the next following Banking Day.

In respect of an Index Basket Transaction or Share Basket Transaction, if as aresult of the occurrence of a Market Disruption Event there is more than oneValuation Date with respect to Indices or Shares comprised in the Basket, then therelevant Settlement Date shall be determined by reference to the latest ValuationDate occurred.

(b) in respect of Deliverable Transactions:

(i) in respect of Shares to be delivered under an Option Transaction, the datethat falls one Settlement Cycle following the relevant Exercise Date (or, ifsuch date is not a Clearance System Business Day, the next followingClearance System Business Day);

(ii) in respect of Shares to be delivered under a Forward Transaction or a SwapTransaction, the date specified as such in the related Confirmation orotherwise agreed by the parties with regard to the Transaction or, if nosuch date is specified in the Confirmation or otherwise agreed by theparties, the date that falls one Settlement Cycle following the relevantValuation Date (or, if such date is not a Clearance System Business Day,the next following Clearance System Business Day);

(iii) if a Settlement Disruption Event prevents delivery of Shares on the date setout in Sections 8.4(b)(i) or 8.4(b)(ii) of the Standard Terms, then theSettlement Date will be the first date following the date on which deliveryof the Shares can take place through the relevant Clearance System;

(iv) if a Settlement Disruption Event prevents delivery of Shares for eightClearance System Business Days immediately following the date thatoriginally should have been the Settlement Date:

(A) if such Shares can be delivered in any other reasonable manner,then the Settlement Date will be the first date on which settlementof a sale of Shares executed on that eighth relevant ClearanceSystem Business Day customarily would take place using suchother reasonable manner of delivery (which other manner ofdelivery will be deemed delivery of the Shares through the agreedClearance System);

(B) if such Shares cannot be delivered in any other reasonable manner,then the Settlement Date will be postponed until delivery can beeffected through the agreed Clearance System or in any otherreasonable manner;

(v) in the case of a Share Basket Transaction, if as a result of a SettlementDisruption Event some but not all of the Shares comprised in a Basketcannot be delivered:

(A) the Settlement Date for the Shares affected by the SettlementDisruption Event shall be determined as provided inparagraphs (iii) and (iv) of this Section 8.4(b);

(B) the Shares not affected by the Settlement Disruption Event shall bedelivered on the original Settlement Date;

(C) if not all of the Shares comprised in a Basket are delivered on theSettlement Date, the Calculation Agent shall determine in itsdiscretion the appropriate pro rata portion of the amount to be paidby the relevant party in respect of that partial delivery.

8.5 In the event that the terms of a Transaction fail to provide for a settlement method(whether for either a Deliverable Transaction or a Non-Deliverable Transaction):

(a) in respect of a Share Option Transaction, Share Basket Option Transaction, ShareForward Transaction and Share Basket Forward Transaction, the settlements aremade in the manner prescribed for a Deliverable Transaction;

(b) in respect of an Index Transaction or a Swap Transaction, the settlements are madein the manner prescribed for a Non-Deliverable Transaction.

9. SETTLEMENT UNDER NON-DELIVERABLE TRANSACTION

9.1 Settlement Amount means, unless otherwise provided in the related Confirmationor otherwise agreed by the parties with regard to the Transaction, in respect of eachValuation Date:

(a) under an Index Option Transaction or Index Basket Option Transaction, anamount equal to the number of Options exercised on the relevant Exercise Datemultiplied by the Strike Price Differential multiplied by one unit of the SettlementCurrency multiplied by the Multiplier;

SettlementAmount = number of

exercised OptionsStrike PriceDifferential

one unit of theSettlementCurrency

Multiplier

(b) under a Share Option Transaction or Share Basket Option Transaction, an amountequal to the number of Options exercised on the relevant Exercise Date multipliedby the Option Entitlement multiplied by the Strike Price Differential.

SettlementAmount = number of

exercised OptionsOption

EntitlementStrike PriceDifferential

(c) under an Index Forward Transaction or Index Basket Forward Transaction towhich "Prepayment" is not applicable, an amount equal to the Settlement Priceminus the Forward Price multiplied by one unit of the Settlement Currencymultiplied by the Multiplier;

SettlementAmount = ( Settlement

Price - Forward Price ) one unit of theSettlementCurrency

Multiplier

(d) under an Index Forward Transaction or Index Basket Forward Transaction towhich "Prepayment" is applicable, an amount equal to the Settlement Pricemultiplied by one unit of the Settlement Currency multiplied by the Multiplier;

SettlementAmount = Settlement Price

one unit of theSettlementCurrency

Multiplier

(e) under a Share Forward Transaction or Share Basket Forward Transaction to which"Prepayment" is not applicable and "Variable Obligation" is not applicable, anamount equal to the Number of Shares or the Number of Baskets multiplied by anamount equal to the Settlement Price minus the Forward Price;

SettlementAmount =

Number ofShares

orNumber of

Baskets

( SettlementPrice - Forward Price )

(f) under a Share Forward Transaction or Share Basket Forward Transaction to which"Prepayment" is applicable and "Variable Obligation" is not applicable, an amount

equal to the Number of Shares or the Number of Baskets, as the case may be,multiplied by the Settlement Price;

SettlementAmount =

Number ofShares

orNumber of

Baskets

SettlementPrice

(g) under a Share Forward Transaction or Share Basket Forward Transaction to which"Prepayment" is not applicable and "Variable Obligation" is applicable, an amountequal to the Number of Shares or the Number of Baskets multiplied by:

(i) if the Settlement Price is less than or equal to the Forward Floor Price, anamount equal to the Settlement Price minus the Forward Floor Price;

(ii) if the Settlement Price is greater than the Forward Floor Price but less thanor equal to the Forward Cap Price, zero; and

(iii) if the Settlement Price is greater than the Forward Cap Price, an amountequal to the Settlement Price minus the Forward Cap Price;

(h) under a Share Forward Transaction or Share Basket Forward Transaction to whichboth "Prepayment" and "Variable Obligation" are applicable, an amount equal tothe Number of Shares to be Delivered or the Number of Baskets to be Delivered ineither case determined without regard to rounding, multiplied by the SettlementPrice.

SettlementAmount =

Number of Shares to beDelivered

orNumber of Baskets to be

Delivered

SettlementPrice

9.2 Strike Price Differential means, unless otherwise provided in the relatedConfirmation or otherwise agreed by the parties with regard to the Transaction, in respectof each Valuation Date, an amount equal to the difference between:

(a) in respect of a Call Option, the Settlement Price and the Strike Price;

(b) in respect of a Put Option, the Strike Price and the Settlement Price;

provided that where the difference is expressed by a negative number, the Strike PriceDifferential shall be zero.

Settlements under Non-Deliverable Option Transaction

9.3 In respect of each Exercise Date under a Non-Deliverable Option Transaction, theSeller shall pay to Buyer the Settlement Amount on each relevant Settlement Date for allOptions exercised on that Exercise Date.

Settlements under Non-Deliverable Forward Transaction

9.4 In respect of each Settlement Date under a Non-Deliverable Forward Transaction:

(a) if "Prepayment" is not applicable:

(i) if the Settlement Amount is a positive number, then Seller shall pay toBuyer the Settlement Amount on the relevant Settlement Date;

(ii) if the Settlement Amount is a negative number, then Buyer shall pay toSeller the absolute value of the Settlement Amount on the relevantSettlement Date;

(b) if "Prepayment" is applicable, then Seller shall pay to Buyer on the relevantSettlement Date the sum of the Settlement Amount and the Excess DividendAmount.

Settlements under Non-Deliverable Swap Transaction

9.5 Equity Amount means, in respect to each Settlement Date and the Equity AmountPayer, an amount, determined by the Calculation Agent as of the Valuation Time on therelated Valuation Date, equal to the product of the Equity Notional Amount and the Rateof Return.

9.6 In respect to each Settlement Date for the Equity Amount Payer under a Non-Deliverable Swap Transaction:

(a) if the Type of Return specified in the related Confirmation is "Price Return", then:

(i) if the Equity Amount determined by the Calculation Agent in relation tothat Equity Amount Payer is a positive number, then that Equity AmountPayer shall pay (in addition to any other amounts payable by that EquityAmount Payer) to the Equity Amount Receiver the Equity Amount on therelevant Settlement Date;

(ii) if the Equity Amount determined by the Calculation Agent in relation tothat Equity Amount Payer is a negative number, then the Equity AmountReceiver will pay (in addition to any other amounts payable by that EquityAmount Receiver) to the Equity Amount Payer the absolute value of theEquity Amount on the relevant Settlement Date;

(b) if the Type of Return specified in the related Confirmation is "Total Return" and"Re-investment of Dividends" is not applicable, then Section 9.6(a) of theStandard Terms will apply as if the Price Return were the applicable Type ofReturn and, in addition, on each Dividend Payment Date, the relevant EquityAmount Payer shall pay to the Equity Amount Receiver the relevant DividendAmount (if any) owed by such Equity Amount Payer on that Dividend PaymentDate;

(c) if the Type of Return specified in the related Confirmation is "Total Return" and"Re-investment of Dividends" is applicable, then Section 9.6(a) of the StandardTerms will apply as if the Price Return were the applicable Type of Return,provided that for purposes of determining the relevant Equity Amount for eachsubsequent Settlement Date the Calculation Agent shall make the adjustmentprovided for in Section 11.4 of the Standard Terms.

10. SETTLEMENTS UNDER DELIVERABLE TRANSACTION

Settlements under Deliverable Option Transaction

10.1 In respect of each Exercise Date under an Option Transaction, on the relevantSettlement Date:

(a) in the case of a Call Option, the Buyer shall pay to the Seller the Settlement Pricemultiplied by the Number of Shares to be Delivered (without rounding) or theNumber of Baskets to be Delivered (without rounding) and the Seller shall transferto the Buyer the ownership of the Number of Shares to be Delivered or theNumber of Baskets to be Delivered and will pay to the Buyer the Fractional ShareAmount, if any;

(b) in the case of a Put Option, the Buyer shall transfer to Seller the ownership of theNumber of Shares to be Delivered or the Number of Baskets to be Delivered andwill pay to Seller the Fractional Share Amount, if any, and the Seller will pay tothe Buyer the Settlement Price multiplied by the Number of Shares to beDelivered (without rounding) or the Number of Baskets to be Delivered (withoutrounding);

provided that any payment or delivery set out in this Section 10.1 shall be made on therelevant Settlement Date to the accounts specified in the related Confirmation.

Settlements under Deliverable Forward Transaction

10.2 In respect of a Settlement Date under a Deliverable Forward Transaction:

(a) in respect of a Share Forward Transaction:

(i) if "Prepayment" is not applicable and "Variable Obligation" is notapplicable, then the Buyer shall pay to the Seller an amount equal to theForward Price multiplied by the Number of Shares, and the Seller shalltransfer to the Buyer the Number of Shares;

(ii) if "Prepayment" is not applicable and "Variable Obligation" is applicable,then the Buyer shall pay to the Seller an amount equal to the ForwardFloor Price multiplied by the Number of Shares, and Seller shall transfer tothe Buyer the ownership of the Number of Shares to be Delivered and shallpay to the Buyer the Fractional Share Amount, if any;

(iii) if "Prepayment" is applicable and "Variable Obligation" is not applicable,then the Seller shall transfer to the Buyer the ownership of the Number ofShares and shall pay to Buyer the Excess Dividend Amount, if any;

(iv) if both "Prepayment" and "Variable Obligation" are applicable, then theSeller will deliver to the Buyer the Number of Shares to be Delivered andshall pay the Excess Dividend Amount and the Fractional Share Amount,if any;

(b) in respect of a Share Basket Forward Transaction:

(i) if "Prepayment" is not applicable and "Variable Obligation" is notapplicable, then the Buyer shall pay to Seller an amount equal to theForward Price multiplied by the Number of Baskets, and, in respect ofeach Issuer the Shares of which comprise the Basket, the Seller shalltransfer to the Buyer the ownership of the Number of Shares of such Issuermultiplied by the Number of Baskets;

(ii) if "Prepayment" is not applicable and "Variable Obligation" is applicable,then the Buyer shall pay to Seller an amount equal to the Forward FloorPrice multiplied by the Number of Baskets, and, in respect of each Issuerthe Shares of which comprise the Basket, the Seller shall transfer to theBuyer the ownership of the Number of Shares of such Issuer multiplied bythe Number of Baskets to be Delivered (rounded as provided inSection 10.5 of the Standard Terms) and shall pay to the Buyer theFractional Share Amount, if any;

(iii) if "Prepayment" is applicable and "Variable Obligation" is not applicable,then, in respect of each Issuer the Shares of which comprise the Basket, theSeller shall transfer to the Buyer the ownership of the Number of Shares ofsuch Issuer multiplied by the Number of Baskets and shall pay to theBuyer the Excess Dividend Amount, if any;

(iv) if both "Prepayment" and "Variable Obligation" are applicable, then, inrespect of each Issuer the Shares of which comprise the Basket, the Sellershall transfer to the Buyer the ownership of the Number of Shares of suchIssuer multiplied by the Number of Baskets to be Delivered (rounded asprovided in Section 10.5 of the Standard Terms) and shall pay the ExcessDividend Amount and the Fractional Share Amount, if any.

Any payment or delivery set out in this section shall be made to the accountsspecified in the related Confirmation.

Settlements under Deliverable Swap Transaction

10.3 Under a Deliverable Swap Transaction, on the Settlement Date for the EquityAmount Payer, the Equity Amount Payer shall transfer to the Equity Amount Receiver theownership of the Number of Shares or the Number of Baskets and the Equity AmountReceiver shall pay to the Equity Amount Payer the Equity Notional Amount.

Any of the said payment or delivery shall be made on the relevant Settlement Date to theaccounts specified in the related Confirmation.

Definitions Applicable to Settlements under Deliverable Transaction

10.4 Number of Shares to be Delivered means the number of Shares calculated as setout below:

(a) in respect of an Exercise Date under a Share Option Transaction, a number ofShares equal to the number of Options exercised on that Exercise Date multipliedby the Option Entitlement;

(b) under a Share Forward Transaction to which "Variable Obligation" is applicable:

(i) if the Settlement Price is less than or equal to the Forward Floor Price, theNumber of Shares;

(ii) if the Settlement Price exceeds the Forward Floor Price but is less than orequal to the Forward Cap Price, a number of Shares equal to:

Forward FloorPrice

Settlement Price Number of Shares

(iii) if the Settlement Price is greater than the Forward Cap Price, a number ofShares equal to:

Forward FloorPrice + ( Settlement

Price – Forward CapPrice )

Settlement PriceNumber of

Shares

The Number of Shares to be Delivered shall include only whole Shares. In the event thatthe number of Shares calculated as set out above comprises any fractional Share, aFractional Share Amount shall be payable by the relevant party in lieu of such fractionalShare.

10.5 Number of Baskets to be Delivered means:

(a) in respect of an Exercise Date under a Share Basket Option Transaction, thenumber of Baskets equal to the number of Options exercised on that Exercise Datemultiplied by the Option Entitlement;

(b) under a Share Basket Forward Transaction to which "Variable Obligation" isapplicable:

(i) if the Settlement Price is less than or equal to the Forward Floor Price, theNumber of Baskets;

(ii) if the Settlement Price exceeds the Forward Floor Price but is less than orequal to the Forward Cap Price, a number of Baskets equal to:

Forward FloorPrice

Settlement Price Number of Baskets

(iii) if the Settlement Price exceeds the Forward Cap Price, a number ofBaskets equal to:

Forward FloorPrice + ( Settlement

Price – Forward CapPrice )

Settlement PriceNumber of

Baskets

In respect of an Issuer the Shares of which comprise the Basket, the aggregate number ofShares of such Issuer to be delivered shall include only whole Shares. If the aggregatenumber of Shares of such Issuer calculated by multiplying the relevant Number of Sharesby the Number of Baskets to be Delivered includes a fractional Share, then a FractionalShare Amount shall be payable by the relevant party in lieu of such fractional Share.

10.6 Fractional Share Amount means an amount in the Settlement Currencyrepresenting the fractional Share resulting from the calculation of the Number of Shares tobe Delivered or the Number of Baskets to be Delivered as determined by the CalculationAgent multiplied by:

(a) in respect of a Share Option Transaction or a Share Basket Option Transaction, theSettlement Price attributable to the relevant Share on the Exercise Date(determined in the manner prescribed for settlements under a Non-DeliverableTransaction as if the Exercise Date were the Valuation Date);

(b) in respect of a Share Forward Transaction or a Share Basket Forward Transaction,the Settlement Price attributable to the relevant Share on the Valuation Daterelated to the relevant Settlement Date (or, if there is no such Valuation Date, thedate that is one Settlement Cycle prior to the relevant Settlement Date);

(c) in respect of a Share Swap Transaction or a Share Basket Swap Transaction, theFinal Price attributable to the relevant Share on the Valuation Date related to therelevant Settlement Date (or, if there is no such Valuation Date, the date that isone Settlement Cycle prior to the relevant Settlement Date).

10.7 Settlement Disruption Event means, in respect of a Share, an event beyond thecontrol of the parties as a result of which the relevant Clearance System cannot clear thetransfer of such Share.

10.8 Expenses. All expenses relating to the transfer of Shares to be delivered under aTransaction (such as stock exchange or other duties and taxes) will be payable by theparty delivering the relevant Shares.

10.9 Representations and other undertakings. A party required to deliver the Sharesunder a Transaction agrees that it will convey good title to the Shares free from:

(a) any third party rights including any lien, other encumbrance or third party claimand any other restrictions whatsoever (other than the restrictions which may beimposed by the laws of the Russian Federation in relation to sale by the acquirer ofsuch Shares to a third party;

(b) any restrictions that any sale, assignment or other transfer of such Shares beconsented to or approved by any person or entity, including the Issuer;

(c) any limitations on the type or status, financial or otherwise, of any purchaser,pledgee, assignee or other acquirer of such Shares;

(d) any requirement of the delivery of any certificate, approval, consent, agreement,opinion of counsel, notice or any other document of any person or entity to theIssuer of, any registrar or transfer agent for, such Shares, prior to the sale, pledge,assignment or other transfer of such Shares;

(e) any registration or qualification requirement or prospectus registration requirementfor such Shares pursuant to the applicable securities laws of the RussianFederation.

10.10 Indemnification for Failure to Deliver. If, in respect of any obligation to deliverthe Shares under a Transaction, prior to early termination of the obligations under thatTransaction, a party fails to perform any obligation required to be settled by delivery, itshall indemnify the other party on demand for any costs, losses or expenses (including thecosts of acquisition of the relevant Shares under a repurchase transaction, if applicable),resulting from such failure.

11. DIVIDENDS

11.1 Dividend Amount means, in respect of a Share, Dividend Period and DividendPayment Date, the amount of declared dividends or any other amount determined asprovided in the related Confirmation or otherwise agreed by the parties or included in theDividend Amount as part of an adjustment pursuant to Sections 12.3-12.5 of the StandardTerms.

Where any dividends are declared, if the day of which the list of persons or entitiesentitled to such dividends is to be made falls within the relevant Dividend Period, theDividend Amount will be equal to 100 percent of the gross cash dividend per Sharedeclared by the Issuer.

A gross cash dividend means a sum before the withholding or deduction of taxes at thesource and shall exclude any refund of tax, compensation or tax deduction granted by thetax authority, and also exclude Extraordinary Dividends and Excess Dividend Amountsunless otherwise provided in the related Confirmation or otherwise agreed by the parties.

11.2 Dividend Payment Date means, in respect of a Dividend Period, each datespecified or otherwise determined as provided in the related Confirmation or otherwise

agreed by the parties with regard to the Transaction or, if such date is not a Banking Day,the next following Banking Day. If no such date is specified in the related Confirmationor otherwise agreed by the parties, the Dividend Payment Date shall be the SettlementDate relating to the end of the relevant Dividend Period.

11.3 Dividend Period means the First Period or the Second Period, as specified in therelated Confirmation or otherwise agreed by the parties, or such other period determinedas provided in the related Confirmation or otherwise agreed by the parties, and if noDividend Period is so specified, the Second Period.

(a) First Period means each period from, and including, one Settlement Date to, butexcluding, the next following Settlement Date except that (i) the initial DividendPeriod will commence on, and include, the Clearance System Business Day that isone Settlement Cycle following the Trade Date, and (ii) the final Dividend Periodwill end on, but exclude, the final Settlement Date.

(b) Second Period means each period from, but excluding, one Valuation Date to, andincluding, the next Valuation Date, except that (i) the initial Dividend Period willcommence on, but exclude, the Trade Date and (ii) the final Dividend Period willend on the final Valuation Date or, in respect of a Deliverable ForwardTransaction to which "Variable Obligation" is not applicable, the date that is oneSettlement Cycle prior to the Settlement Date.

11.4 Re-investment of Dividends. The terms of a Transaction may provide for re-investment of dividends (the Re-investment of Dividends) in respect of the obligation ofan Equity Amount Payer and the relevant Dividend Payment Date. In that case, theCalculation Agent shall, for the purposes of each subsequent Settlement Date, adjust theEquity Notional Amount relating to that Equity Amount Payer by adding thereto theDividend Amount relating to that Equity Amount Payer and that Dividend Payment Date.

11.5 Dividend Payment Obligations Relating to Deliverable Option Transactions. Alldividends on Shares to be delivered under a Deliverable Option Transaction will bepayable to the party that would receive such dividends according to market practice for asale of such Shares to be settled on the relevant Exercise Date.

11.6 Extraordinary Dividend means an amount per Share specified or otherwisedetermined as provided in the related Confirmation or otherwise agreed by the parties or,if no Extraordinary Dividend is specified or determined:

(a) in the case that the Issuer has an approved dividend policy, an amount ofdividends or portion thereof that is paid within the timeframe other than providedby such approved dividend policy and determined as an Extraordinary Dividendby the Calculation Agent;

(b) in the case that the Issuer has no approved dividend policy, an amount of anydividends including dividends payable for the first quarter, six-month period ornine months of a financial year, except for dividends payable for any financialyear.

11.7 Excess Dividend Amount means, in respect of a Dividend Period, the amount ofthe declared Extraordinary Dividends or any other amount determined as provided in therelated Confirmation or otherwise agreed by the parties.

Where any dividends are declared, if the day of which the list of persons or entitiesentitled to such dividends is to be made falls within the relevant Dividend Period, theDividend Amount will be equal to 100 percent of the Extraordinary Dividends per Sharedeclared by the Issuer.

12. ADJUSTMENTS AND MODIFICATIONS AFFECTING INDICES, SHARES ANDTRANSACTIONS

Adjustments to Indices

12.1 If, in respect of an Index Transaction or Index Basket Transaction, a relevantIndex is:

(a) not calculated and announced by the Index Sponsor but is calculated andannounced by a successor sponsor acceptable to the Calculation Agent,

(b) replaced by another index calculated, as determined by the Calculation Agent,using the same or a substantially similar formula for and method of calculation asused in the calculation of that Index,

then in each case that index (the Successor Index) will be deemed to be the Index.

12.2 If, in respect of an Index Transaction or Index Basket Transaction:

(a) on or prior to any Valuation Date a relevant Index Sponsor:

(i) announces that a material change has been made in the formula for or themethod of calculating that Index or the Index has been modified in anyother materially way (other than a modification of the formula or methodwhich reflects changes in constituent shares and capitalisation of theissuers thereof and other routine events, which modification is prescribedin the rules of calculating of the Index) (an Index Modification);

(ii) permanently cancels the calculation of the Index and no Successor Indexexists (an Index Cancellation);

(b) on any Valuation Date, the Index Sponsor fails to calculate and announce therelevant Index (an Index Disruption and together with the Index Modification andthe Index Cancellation, each an Index Adjustment Event), then

if the related Confirmation specifies, as the consequence of any such Index AdjustmentEvent:

(c) “Calculation Agent Adjustment”, then the Calculation Agent (if it determines thatsuch Index Adjustment Event has a material effect on the Index Transaction) shallcalculate the relevant Settlement Price, Final Price, Strike Price, Forward Price,Forward Floor Price, Forward Cap Price, Knock-in/Knock-out Price, using, in lieu

of a published level for that Index, the level for that Index as of the relevantValuation Date as determined by the Calculation Agent in accordance with theformula for and method of calculating that Index last in effect prior to the IndexAdjustment Event using only those shares based on the transactions with whichthat Index was calculated immediately prior to that Index Adjustment Event;

(d) “Negotiated Close-out”, then the parties may terminate the Transaction onmutually acceptable terms. If the parties do not agree to terminate the Transaction,then it continues subject to the application of formulas and methods of calculationin effect as of any relevant time at which calculations may be made;

(e) “Cancellation and Payment”, then:

(i) in the case of an Index Disruption, the Transaction will be cancelled on theValuation Date;

(ii) in the case of an Index Cancellation, the Transaction will be cancelled onthe later of the Exchange Business Day immediately preceding the IndexCancellation and the date the Index Cancellation is announced by the IndexSponsor;

(iii) in the case of an Index Modification, either party may elect, upon twoScheduled Trading Days’ notice (or a shorter term if termination occursnot later than the effective date of the Index Modification), to cancel theTransaction at any time following the announcement of the IndexModification but no later than the Scheduled Trading Day prior to theIndex Modification, provided that:

(A) in relation to an Index Option Transaction or an Index BasketOption Transaction, the Seller shall pay to the Buyer the amountspecified in Section 13.7(b)(ii) of the Standard Terms;

(B) in relation to an Index Swap Transaction, an Index Basket SwapTransaction, an Index Forward Transaction or an Index BasketForward Transaction, an amount calculated in accordance withSection 13.7(c) of the Standard terms must be paid by one party tothe other.

A Transaction cancelled as a result of an Index Adjustment Event must be valuedusing the formula or method to calculate the Index in effect immediately prior tosuch Index Adjustment Event.

Adjustments to Share Transactions and Share Basket Transactions

12.3 Method of Adjustment means a method for determining the appropriate adjustmentto make to the terms of a Share Transaction or Share Basket Transaction upon the occurrenceof an event having, in the determination of the Calculation Agent, a diluting or concentrativeeffect on the estimated value of the relevant Shares.

If the related Confirmation of a Share Transaction or Share Basket Transaction specifiesas the Method of Adjustment:

(a) “Options Exchange Adjustment”, then following each adjustment to the exercise,settlement, payment or other terms of options on any relevant Shares traded onany Options Exchange, the Calculation Agent shall make the correspondingadjustments to any one or more of:

(i) in respect of a Share Option Transaction or a Share Basket OptionTransaction, the Strike Price, the Number of Options, the OptionEntitlement, the Knock-in/Knock-out Price, and the Number of Shares;

(ii) in respect of a Share Forward Transaction or a Share Basket ForwardTransaction, the Forward Price, the Forward Floor Price, the Forward CapPrice, the Knock-in /Knock-out Price, and the Number of Shares; and

(iii) in respect of a Share Swap Transaction or a Share Basket SwapTransaction, the Initial Price, the Equity Notional Amount, the Knock-in/Knock-out Price, and the relevant Number of Shares;

and any other variable relevant to the exercise, settlement, payment or other terms of thatTransaction. The adjusted variables will be effective as of the date determined by theCalculation Agent to be the effective date of the corresponding adjustment made by theOptions Exchange.

If options on the relevant Shares are not traded on the Options Exchange, the CalculationAgent will make such adjustment to any one or more of the relevant variables referred toabove as the Calculation Agent determines appropriate. In making such determination, theCalculation Agent may consider the rules of and precedents set by the Options Exchange,to account for the diluting or concentrative effect of any event that, in the determination ofthe Calculation Agent, would have given rise to an adjustment of the terms of options forsuch Shares by the Options Exchange if such options were so traded;

(b) “Calculation Agent Adjustment” (or if no Method of Adjustmentis specified in the related Confirmation), then following the declaration by theIssuer of the terms of any Potential Adjustment Event, the Calculation Agent will,if it determines that such Potential Adjustment Event has a diluting orconcentrative effect on the estimated value of the relevant Shares:

(i) make the corresponding adjustments to any one or more of:

(A) in respect of a Share Option Transaction or a Share Basket OptionTransaction, the Strike Price, the Number of Options, the OptionEntitlement, the Knock-in /Knock-out Price, and the Number ofShares;

(B) in respect of a Share Forward Transaction or a Share BasketForward Transaction, the Forward Price, the Forward Floor Price,the Forward Cap Price, the Knock-in/Knock-out Price, and theNumber of Shares; and

(C) in respect of a Share Swap Transaction or a Share Basket SwapTransaction, the Initial Price, the Equity Notional Amount, theKnock-in/Knock-out Price, and the Number of Shares,

and any other variable relevant to the exercise, settlement, payment orother terms of that Transaction. The adjustments must be made for thepurpose of considering the effect of the specified event on the estimatedvalue of the Shares. However, no adjustments will be made to accountsolely for changes in volatility, expected dividends, repurchase rate orliquidity relative to the relevant Share;

(ii) determine the effective date(s) of the adjustments.

The Calculation Agent may determine the appropriate adjustment(s) by referenceto the adjustments in respect of such Potential Adjustment Event made by anoptions exchange to options on the relevant Shares traded on such optionsexchange.

12.4 Options Exchange means the exchange specified as such in the related Confirmationor otherwise agreed by the parties on which options agreements (contracts) relating to suchShare are traded or, if no such exchange is specified in the related Confirmation or otherwiseagreed by the parties, the Related Exchange (if such Related Exchange trades optionsagreements (contracts) relating to the relevant Share) or, if more than one such RelatedExchange is specified in the related Confirmation, the Related Exchange selected by theCalculation Agent as the main market for listed options agreements (contracts) relating tothe relevant Share.

12.5 Potential Adjustment Event means:

(a) splitting up, consolidation or conversion of Shares (unless resulting from a MergerEvent), or a free distribution, including in form of dividend, of any such Shares toexisting shareholders;

(b) distribution, issue or dividend to existing holders of:

(i) the Shares;

(ii) other shares or securities granting the right to receive dividends from theIssuer and/or the proceeds from liquidation of the Issuer;

(iii) shares or other securities of another issuer acquired (directly or indirectly)by the Issuer as a result of a spin-off or other similar transaction;

(iv) any other securities or other assets,

in each case for payment or other consideration which is less than the prevailingmarket price as determined by the Calculation Agent;

(c) announcement of Extraordinary Dividend;

(d) acquisition of the Shares by the Issuer, its subsidiaries or dependent entities;

(e) issuance by the Issuer of any issuer options under which the price of shareplacement is below their market value, as determined by the Calculation Agent;

(f) any other event that may have a diluting or concentrative effect on the estimatedvalue of the relevant Shares.

Correction of Share Prices and Index Levels

12.6 In the event that any price or level published on the Exchange or by the IndexSponsor and which is utilised for any calculation or determination made under aTransaction is subsequently corrected and the correction is published by the Exchange orthe Index Sponsor within one Settlement Cycle after the original publication, either partymay notify the other party of that correction. The Calculation Agent shall determine theamount to be paid or the number of Shares to be delivered as a result of that correction,and, to the extent necessary, shall adjust the terms of such Transaction to account for suchcorrection.

13. EXTRAORDINARY EVENTS

13.1 General Provisions Relating to Extraordinary Events.

(a) Extraordinary Event means a Merger Event, Tender Offer, Index AdjustmentEvent, Nationalisation, Delisting or any applicable Additional Disruption Event.

(b) Merger Event means, in respect of any relevant Shares:

(i) conversion or exchange of such Shares that results in a transfer of or anobligation to transfer all of such outstanding Shares to a third party orparties;

(ii) consolidation or merger of the Issuer with or into another entity or entities;

(iii) squeeze-out request, voluntary or mandatory tender offer, notice of theright to request redemption, another tender offer or act by a third party orparties intending to purchase or otherwise obtain 100% of the outstandingShares of the Issuer that results in a transfer of or an obligation to transferall such Shares (other than such Shares owned or controlled by such thirdparty or parties);

in each case if the Merger Date is on or before:

(A) in respect of a Deliverable Option Transaction, the later of theExpiration Date or the final Settlement Date;

(B) in respect of a Deliverable Forward Transaction or a DeliverableSwap Transaction, the relevant Settlement Date;

(C) in any other case, the final Valuation Date.

(c) Merger Date means:

(i) in the case of a Share transfer without consolidation or merger of entities,the date of entry of the transfer of Share ownership right in the acquirer’sregister or custody account;

(ii) in the case of a consolidation of entities, the date of state registration of thenew entity;

(iii) in case of a merger of an entity, the date of entry of the merged legalentity’s termination in the state register of legal entities;

(iv) where a Merger Date cannot be determined in accordance withSections 13.1(i)-(iii) of this section, any date determined by theCalculation Agent as the Merger Date in accordance with the laws of theRussian Federation.

(d) Tender Offer means squeeze-out request, voluntary or mandatory tender offer,notice of the right to request redemption, other tender offer or act by a third partyor parties that results in such party or parties purchasing, or otherwise obtainingor having the right to obtain, by conversion or other means, of more than 10%but less than 100% of the outstanding voting shares of the Issuer, asdetermined by the Calculation Agent, based upon the information disclosed togovernmental or self-regulatory agencies or such other information as theCalculation Agent deems relevant.

(e) Tender Offer Date means, in respect of a Tender Offer, the date on whichvoting shares in the specified amount are actually purchased or otherwiseobtained (as determined by the Calculation Agent).

(f) Share-for-Share means in respect of a Merger Event or Tender Offer, that theconsideration for the relevant Shares consists solely of New Shares.

(g) Share-for-Other means, in respect of a Merger Event or Tender Offer, that theconsideration for the relevant Shares consists solely of Other Consideration.

(h) Share-for-Combined means, in respect of a Merger Event or Tender Offer,that the consideration for the relevant Shares consists of CombinedConsideration.

(i) New Shares means ordinary shares issued by the entity (other than the Issuer)involved in the Merger Event or the making of the Tender Offer or a thirdparty, that, as of the Merger Date or Tender Offer Date,are:

(i) publicly quoted, traded or listed on an exchange in the Russian Federation;

(ii) not subject to any restrictions imposed by Russian currency controllegislation, restrictions on acquisition or circulation thereof or other tradinglimitations.

(j) Other Consideration means cash and/or securities (other than New Shares)(whether of the entity or person (other than the Issuer) involved in the MergerEvent or the making of the Tender Offer or a third party).

(k) Combined Consideration means New Shares in combination with OtherConsideration.

(l) Announcement Date means:

(i) in the case of a Merger Event, the date of the first public announcement ofthe intention to enter into the transaction (whether or not subsequentlyamended) that will lead to the Merger Event;

(ii) in the case of a Tender Offer, the date of the first public announcement ofthe intention to acquire the requisite number of voting shares (whether ornot subsequently amended) that will lead to the Tender Offer;

(iii) in the case of an Index Disruption or Index Cancellation, the date of thefirst public announcement by the Index Sponsor of any adjustment orcancellation as of the Index described in Section 12.2 of the StandardTerms that will lead to the Index Disruption or Index Cancellation;

(iv) in the case of an Index Modification, the Exchange Business Dayimmediately prior to the effective date of the Index Modification;

(v) in the case of a Nationalisation, the date of the first public announcementto nationalise property (whether or not subsequently amended) that willlead to the Nationalisation;

(vi) in the case of a Delisting, the date of the first public announcement by theExchange that the Shares will cease to be listed or traded in the eventsdescribed in Section 13.6(b) of the Standard Terms.

In respect of any Extraordinary Event other than an Index Disruption, if theannouncement of such Extraordinary Event is made after the actual closing timefor the regular trading session on the relevant Exchange, without regard to anyafter hours or any other trading outside of such regular trading session hours, theAnnouncement Date shall be deemed to be the next following Scheduled TradingDay.

(m) Implied Volatility means for any Exchange Business Day, the mid-market impliedvolatility of the relevant Shares, as determined by the Calculation Agent byinterpolating or extrapolating from the most comparable listed put or call option(which shall be of the same type as the Option Transaction being cancelled) on therelevant Shares as determined by the Calculation Agent taking into account thenearest strike price, maturity and amount, and such other factors that theCalculation Agent deems appropriate. To the extent that such a listed option doesnot exist or the Calculation Agent determines that the market for such listed optionis not sufficiently liquid for the purpose of the relevant calculation, the Implied

Volatility will be determined by the Calculation Agent by whatsoever means itdeems appropriate.

(n) Affected Shares means Shares affected by a Merger Event or a Tender Offer.

Consequences of Merger Events.

13.2 If the consequence of a Merger Event (the Consequence of Merger Event) inrelation to “Share-for-Share”, “Share-for-Other” or “Share-for-Combined” specified inthe related Confirmation is:

(a) “Alternative Obligation”, then on or after the relevant Merger Date, the NewShares and/or the amount of Other Consideration, and their issuer (if any) will bedeemed the “Shares” and the “Issuer”, respectively, and the number of NewShares and/or the amount of Other Consideration to which a holder of the relevantNumber of Shares immediately prior to the occurrence of the Merger Event wouldbe entitled upon the Merger Event will be deemed the relevant “Number ofShares”.

If necessary, the Calculation Agent will adjust any relevant terms of theTransaction, provided, however, that no adjustments will be made to accountsolely for changes in volatility, expected dividends, repurchase rate or liquidityrelevant to the Shares or the Transaction;

(b) “Cancellation and Payment”, then:

(i) in respect of an Option Transaction, the Option Transaction will becancelled as of the Merger Date and Seller shall pay to Buyer the amountcalculated in accordance with Section 13.7(b) of the Standard Terms; and

(ii) in respect of a Forward Transaction or a Swap Transaction, the ForwardTransaction or the Swap Transaction will be cancelled as of the MergerDate and one party shall pay to the other party the amount calculated inaccordance with Section 13.7(c) of the Standard Terms;

(c) “Options Exchange Adjustment”, then following each adjustment to the settlementterms of options on any relevant Shares traded on any Options Exchange, theCalculation Agent will make adjustments as provided in Section 12.3(a) of theStandard Terms;

(d) “Calculation Agent Adjustment”, then, on or after the relevant Merger Date:

(i) the Calculation Agent shall:

(A) make such adjustment to the exercise, settlement, payment or anyother terms of the Transaction as the Calculation Agent determinesappropriate to account for the economic effect on the Transactionof such Merger Event (provided that no adjustments will be madeto account solely for changes in volatility, expected dividends,repurchase rate or liquidity relevant to the Shares or to the

Transaction), In determining the relevant adjustments, thecalculation Agent may take into consideration the adjustmentsmade in respect of such Merger Event by an options exchange tooptions on the relevant Shares traded on such options exchange;and

(B) determine the effective date of that adjustment, or

(ii) if the Calculation Agent determines that no adjustment that it could makeunder paragraph (i) of this Section 13.2(d) will produce a commerciallyreasonable result, notify the parties that the relevant consequence shall bethe termination of the Transaction, in which case “Cancellation andPayment” will be deemed to apply and any payment to be made by oneparty to the other shall be calculated in accordance with Section 13.7 of theStandard Terms, and in respect of an Option Transaction, the CalculationAgent shall determine the amount of such payment as if “CalculationAgent Determination” applied to the Option Transaction;

(e) “Modified Calculation Agent Adjustment”, then, on or after the relevant MergerDate:

(i) the Calculation Agent shall:

(A) make such adjustment to the exercise, settlement, payment or anyother terms of the Transaction (including, without limitation, thespread) as the Calculation Agent determines appropriate to accountfor the economic effect on the Transaction of such Merger Event(including adjustments to account for changes in volatility,expected dividends, repurchase rate or liquidity relevant to theShares or to the Transaction). In determining the relevantadjustments, the Calculation Agent may take into consideration theadjustments made in respect of such Merger Event by an optionsexchange to options on the relevant Shares traded on such optionsexchange; and

(B) determine the effective date of that adjustment, or

(ii) if the Calculation Agent determines that no adjustment that it could makeunder paragraph (i) of this Section 13.2(e) will produce a commerciallyreasonable result, notify the parties that the relevant consequence shall bethe termination of the Transaction, in which case “Cancellation andPayment” will be deemed to apply and any payment to be made by oneparty to the other party shall be calculated in accordance with Section 13.7of the Standard Terms, and in respect of an Option Transaction, theCalculation Agent shall determine the amount of such payment as if“Calculation Agent Determination” applied to the Option Transaction;

(f) “Partial Cancellation and Payment”, then, in respect of a Share BasketTransaction:

(i) that portion of the Share Basket Transaction represented by AffectedShares will be cancelled as of the Merger Date;

(ii) the amount calculated in accordance with Section 13.7 of the StandardTerms in respect of such Affected Shares will be paid by one party to theother;

(iii) the remainder of the Share Basket Transaction will continue with respect tothe Basket comprising Shares that are not Affected Shares;

(iv) the Calculation Agent will adjust any relevant terms if necessary topreserve as nearly as practicable the economic terms of the Transaction forthe remaining Shares;

(g) “Component Adjustment”, then, in respect of a Share-for-Combined MergerEvent, the consequence specified opposite “Share-for-Share” shall apply to thatportion of the consideration that consists of New Shares, and the consequencespecified opposite “Share-for-Other” shall apply to that portion of theconsideration that consists of Other Consideration (as determined by theCalculation Agent).

Consequences of Tender Offers.

13.3 If “Tender Offer” is specified in the terms of a Transaction to be applicable to theTransaction and under “Consequences of Tender Offers” in relation to “Share-for-Share”,“Share-for-Other” or “Share-for-Combined”, the consequence specified in the relatedConfirmation is:

(a) “Cancellation and Payment”, then:

(i) in respect of an Option Transaction, the Option Transaction will becancelled as of the Tender Offer Date and Seller shall pay to Buyer theamount calculated in accordance with Section 13.7(b) of the StandardTerms; and

(ii) in respect of a Forward Transaction or a Swap Transaction, the ForwardTransaction or the Swap Transaction will be cancelled as of the TenderOffer Date and one party shall pay to the other party an amount calculatedin accordance with Section 13.7(c) of the Standard Terms;

(b) “Options Exchange Adjustment”, then following each adjustment to the settlementterms of options on any relevant Shares traded on any Options Exchange, theCalculation Agent will make adjustments as provided in Section 12.3(a) below;

(c) “Calculation Agent Adjustment”, then, on or after the relevant Tender Offer Datethe Issuer and the Shares will not change, but:

(i) the Calculation Agent shall:

(A) make such adjustment to the exercise, settlement, payment or anyother terms of the Transaction as the Calculation Agent determinesappropriate to account for the economic effect on the Transactionof such Tender Offer (provided that no adjustments will be made toaccount solely for changes in volatility, expected dividends,repurchase rate or liquidity relevant to the Shares or to theTransaction). In determining the relevant adjustments, thecalculation Agent may take into consideration the adjustmentsmade in respect of such Tender Offer by an options exchange tooptions on the relevant Shares traded on such options exchange;and

(B) determine the effective date of that adjustment, or

(ii) if the Calculation Agent determines that no adjustment that it could makeunder paragraph (i) of this Section 13.3(c) will produce a commerciallyreasonable result, notify the parties that the relevant consequence shall bethe termination of the Transaction, in which case “Cancellation andPayment” will be deemed to apply and any payment to be made by oneparty to the other shall be calculated in accordance with Section 13.7 of theStandard Terms, and in respect of an Option Transaction, the CalculationAgent shall determine the amount of such payment as if "CalculationAgent Determination" applied to the Option Transaction;

(d) “Modified Calculation Agent Adjustment” then, on or after the relevant TenderOffer Date, the Issuer and the Shares will not change, but:

(i) the Calculation Agent shall:

(A) make such adjustment to the exercise, settlement, payment or anyother terms of the Transaction (including, without limitation, thespread) as the Calculation Agent determines appropriate to accountfor the economic effect on the Transaction of such Tender Offer(including adjustments to account for changes in volatility,expected dividends, repurchase rate or liquidity relevant to theShares or to the Transaction). In determining the relevantadjustments, the Calculation Agent may take into consideration theadjustments made in respect of such Tender Offer by an optionsexchange to options on the relevant Shares traded on such optionsexchange; and

(B) determine the effective date of that adjustment, or

(ii) if the Calculation Agent determines that no adjustment that it could makeunder paragraph (i) of this Section 13.3(d) will produce a commerciallyreasonable result, notify the parties that the relevant consequence shall bethe termination of the Transaction, in which case “Cancellation andPayment” will be deemed to apply and any payment to be made by oneparty to the other shall be calculated in accordance with Section 13.7 of theStandard Terms, and in respect of an Option Transaction, the Calculation

Agent shall determine the amount of such payment as if “CalculationAgent Determination” applied to the Option Transaction;

(e) “Partial Cancellation and Payment”, then, in respect of a Share BasketTransaction:

(i) that portion of the Share Basket Transaction represented by AffectedShares will be cancelled as of the Tender Offer Date;

(ii) the amount calculated in accordance with Section 13.7 of the StandardTerms in respect of such Affected Shares will be paid by one party to theother;

(iii) the remainder of the Share Basket Transaction will continue with theBasket comprising Shares that are not Affected Shares;

(iv) the Calculation Agent will adjust any relevant terms if necessary topreserve as nearly as practicable the economic terms of the Transaction forthe remaining Shares;

(f) “Component Adjustment”, then, in respect of a Share-for-Combined Tender Offer,the consequence specified opposite “Share-for-Share” shall apply to that portion ofthe consideration that consists of New Shares and the consequence specifiedopposite “Share-for-Other” shall apply to that portion of the consideration thatconsists of Other Consideration (as determined by the Calculation Agent).

13.4 Settlement Following a Merger Event or Tender Offer.

(a) If Other Consideration is required to be valued in relation to a Non-DeliverableTransaction that has been adjusted following a Merger Event or Tender Offer, theOther Consideration will be valued by the Calculation Agent on each ValuationDate. For the avoidance of doubt, the provisions of these Standard Terms relatingto Market Disruption Events will not apply to Other Consideration.

(b) If New Shares are required to be delivered under a Deliverable Transaction thathas been adjusted following a Merger Event or Tender Offer, then the delivererwill deliver the relevant New Shares in accordance with the terms of settlement setout in the related Confirmation or otherwise agreed by the parties. If on therelevant Settlement Date a holder of the Shares would not yet have received theNew Shares to which it is entitled, the Settlement Date with respect to such NewShares will be postponed to the first Clearance System Business Day falling on orafter the first day on which a holder of the relevant Shares, having received theNew Shares, would be able to deliver such New Shares to the other party.

(c) If Other Consideration is required to be delivered under a Deliverable Transactionthat has been adjusted following a Merger Event or Tender Offer, then thedeliverer will deliver the relevant Other Consideration to the other party in acommercially reasonable manner in accordance with the reasonable directions ofthe other party as soon as reasonably practicable after the later of the relevantSettlement Date and the first day on which a holder of the relevant Shares, having

received the Other Consideration, would be able to deliver such OtherConsideration to the other party.

Composition of Combined Consideration.

13.5 If in respect of any Share-for-Combined Merger Event or Tender Offer:

(a) “Composition of Combined Consideration” is specified as applicable in the relatedConfirmation, then:

(i) to the extent that the composition of the Combined Consideration is equalto the relevant Option Entitlement or Number of Shares, and the holder ofthe Shares could receive New Shares as part of the CombinedConsideration, the Combined Consideration shall be deemed to be NewShares to the maximum value permitted;

(ii) if a holder could make any other election with respect to the compositionof Combined Consideration other than New Shares, the composition of theCombined Consideration shall be determined as follows:

(A) the deliveree or payee may determine the composition if notice isgiven to the deliverer or payer at least two Scheduled Trading Daysbefore the last time when an election of the CombinedConsideration by such holder could be timely made;

(B) otherwise the deliverer or payer will, in its sole discretion,determine the composition;

(b) “Composition of Combined Consideration” is not specified as applicable in therelated Confirmation, then:

(i) to the extent that the composition of the Combined Consideration is equalto the relevant Option Entitlement or Number of Shares and a holder ofShares could receive New Shares as part of the Combined Consideration,the Combined Consideration shall be deemed to be New Shares to themaximum value permitted;

(ii) if a holder could make any other election with respect to the compositionof Combined Consideration other than New Shares, the Calculation Agentwill, in its sole discretion, determine the composition.

13.6 Nationalisation and Delisting.

(a) Nationalisation means that all the Shares or all or substantially all the assets of anIssuer are nationalised, expropriated, confiscated or are otherwise required to betransferred to the state ownership;

(b) Delisting means that the Exchange announces that pursuant to the rules of suchExchange, the Shares cease (or will cease) to be listed or traded on the Exchangefor any reason (other than a Merger Event or Tender Offer) and are not

immediately re-listed or re-traded on any other exchange in the RussianFederation.

(c) Either party will, upon becoming aware of the occurrence of a Nationalisation orDelisting, promptly notify the other party of such event.

(d) For the purpose of determining the consequence of any Nationalisation orDelisting:

(i) “Negotiated Close-out” means that the parties may terminate theTransaction on the agreed terms.

If the parties do not agree to terminate the Transaction, then it continues onthe terms and subject to the conditions then in effect, provided, that theprovision on delivery of the Shares under any Transaction may, at theelection of either party, be replaced with the provision on payment of theSettlement Amount or Equity Amount, except that if a Market DisruptionEvent occur or exists on the Scheduled Valuation Date, the CalculationAgent will not apply the provisions of Section 7.5 of the Standard Termsrelating to Market Disruption Events and will instead determine its goodfaith estimate of the Settlement Price or Final Price as of the ValuationTime on that Valuation Date;

(ii) “Cancellation and Payment” means that the Transaction will be cancelledas of the Announcement Date and:

(A) under an Option Transaction, the Seller will pay to the Buyer theamount calculated in accordance with Section 13.7(b) of theStandard Terms;

(B) under a Forward Transaction or a Swap Transaction, one party shallpay to the other an amount calculated in accordance withSection 13.7(c) one of the Standard Terms;

(iii) “Partial Cancellation and Payment” means that in respect of a Share BasketTransaction:

(A) that portion of the Share Basket Transaction represented byAffected Shares will be cancelled as of the Announcement Date;

(B) the amount calculated in accordance with Section 13.7 of theStandard Terms in respect of such Affected Shares will be paid byone party to the other;

(C) the remainder of the Share Basket Transaction will continue withthe Basket comprising Shares that are not Affected Shares;

(D) the Calculation Agent will adjust any relevant terms if necessary topreserve as nearly as practicable the economic terms of theTransaction for the remaining Shares.

13.7 Payment upon Certain Extraordinary Events.

(a) If, in respect of an Extraordinary Event, “Cancellation and Payment” or “PartialCancellation and Payment” applies the relevant Transaction, then an amount willbe paid by one party to the other determined as provided in paragraph (b) or (c) ofthis Section 13.7, such payment to be made not later than three Banking Daysfollowing the date that notice of such amount sent by the Calculation Agent or theDetermining Party. Such notice shall be sent by the Calculation Agent or theDetermining Party immediately after determining such amount. The amount mustbe denominated in the currency for settlement under the Transaction as determinedby the Calculation Agent or the Determining Party.

(b) In respect of an Option Transaction, the amount to be paid by the Seller to theBuyer will be agreed by the parties within five Exchange Business Days after theMerger Date, the Tender Offer Date, the date of cancellation of the Index in theevent of occurrence of the Index Adjustment Event or the date of occurrence ofany event described in Section 13.6 of the Standard Terms (each such date, theClosing Date).

If the parties are unable to agree on the amount, then:

(i) if “Agreed Model” is specified in the related Confirmation to be applicableto such Transaction, then the amount will be determined by the CalculationAgent as the sum of the Unadjusted Value and the Adjustment Value.

For the avoidance of doubt, the Buyer shall not be required to pay anyamount to the Seller as a result of the cancellation of the OptionTransaction other than any unpaid Premium which is due to the Seller as ofthe date that the amount determined in this Section 13.7(b)(i) is paid.

(A) Unadjusted Value means an amount determined by the CalculationAgent as the value of the Option Transaction (or portion thereof) onthe Closing Date based on:

(I) a volatility equal to the average of the Implied Volatilitiesof the relevant Shares on each of the 15 Exchange BusinessDays ending on and including the Closing Date;

(II) expected dividends for the time period from the ClosingDate until the Expiration Date based on the amount andpayment schedule of:

(aa) amounts to have been paid in respect of grossordinary cash dividends on the relevant Shares in theone-year period ending on the Closing Date; or

(bb) in the event of an Issuer published change todividend policies on the relevant Shares (asdetermined by the Calculation Agent) prior to the

Closing Date, the expected dividends determined inaccordance with such published change,

in each case excluding Extraordinary Dividends;

(III) a value ascribed to the relevant Shares as determined by theCalculation Agent and, if applicable, equal to the value ofthe consideration or reimbursement, if any, paid ordelivered in respect of such Shares to holders of suchShares in the event of occurrence of the ExtraordinaryEvent;

(IV) a combined interest rate and repurchase rate as specified inthe related Confirmation or otherwise agreed by the partieswith regard to the Transaction and applicable to the periodfrom, but excluding, the Closing Date to, and including, theExpiration Date;

(V) a term of the Option Transaction from the Closing Date tothe Expiration Date.

(B) Adjustment Value means the difference between the amountsdetermined pursuant to paragraphs (B)(I) and (B)(II) below:

(I) a value of the Option Transaction (or portion thereof)determined by the Calculation Agent based on:

(aa) a volatility equal to the average of the ImpliedVolatilities of the relevant Shares on each of the15 Exchange Business Days ending on butexcluding the Announcement Date;

(bb) expected dividends for the time period from theAnnouncement Date until the Expiration Date basedon the amount and payment schedule of:

(1) amounts to have been paid in respect ofgross ordinary cash dividends on the relevantShares in the one-year period ending on theAnnouncement Date; or

(2) in the event of an Issuer published change todividend policies on the relevant Shares (asdetermined by the Calculation Agent) priorto the Announcement Date, the expecteddividends determined in accordance withsuch published change,

in each case excluding Extraordinary Dividends;

(cc) a value ascribed to the relevant Shares equal to theSettlement Price (as if it were a Non-DeliverableTransaction) of the relevant Shares as of theValuation Time (for which purpose the ValuationDate will be the Announcement Date;

(dd) a combined interest rate and repurchase rate asspecified in the related Confirmation or otherwiseagreed by the parties with regard to the Transactionand applicable to the period from, and including, theAnnouncement Date to, but excluding, theExpiration Date; and

(ee) a term of the Option Transaction from theAnnouncement Date to the Expiration Date; and

(II) a value of the Option Transaction (or portion thereof) basedon the factors listed in paragraphs (I)(aa)-(I)(ee) above,except with a volatility equal to the average of the ImpliedVolatilities of the relevant Shares on each of the15 Exchange Business Days commencing on and includingthe Announcement Date.

(ii) if “Calculation Agent Determination” is specified in the relatedConfirmation to be applicable, then the amount will be determined by theCalculation Agent, which determination may, but need not, be based on thefactors and adjustments set forth in Section 13.7(b)(i) of the StandardTerms.

(c) For any Forward Transaction or Swap Transaction, such Transaction shall becancelled and the relevant party or parties (as specified below) shall determine theCancellation Amount in respect of such cancelled Transaction.

(i) In respect of a Transaction being cancelled where there is one DeterminingParty, the Determining Party will calculate the Cancellation Amount andwill determine which party will pay such amount.

(ii) In respect of a Transaction being cancelled where there are twoDetermining Parties, each party will calculate a Cancellation Amount. Theparty with the lower Cancellation Amount shall pay to the party with thehigher Cancellation Amount the amount equal to one-half of the differencebetween the Cancellation Amounts calculated by the parties.

13.8 Cancellation Amount.

(a) Cancellation Amount means the amount calculated by the Determining Party inthe manner provided for the calculation of the Close-out Amount as if:

(i) Index Adjustment Event or Extraordinary Event had been specified as anAdditional Termination Event;

(ii) all applicable Grace Periods had expired;

(iii) all notifications required for the right to terminate the Transaction to arisehad been received on the day specified as the Transaction termination datein Section 12.2(e) or Sections 13.2 to 13.6 of the Standard Terms,respectively;

(iv) the Determining Party were the Non-affected Party, or, if both parties areDetermining Parties, both parties were Affected Parties;

(v) the Transaction were the only Affected Transaction.

The terms “Additional Termination Event”, “Grace Period”, “Non-affectedParty”, “Affected Parties” and “Affected Transaction” have the meaningascribed to them in the Model Provisions, unless the Master Agreementprovides for otherwise.

(b) Determining Party means the party specified as such in the related Confirmationor otherwise agreed by the parties in respect of the Transaction.

13.9 Additional Disruption Events.

(a) For the purposes of this Section 13.9, the following terms shall have the meaningsset forth below.

(i) Additional Disruption Event means any of the events set forth inparagraphs (ii) through (viii) of this Section 13.9(a) below.

(ii) Change in Law means that, on or after the Trade Date due to:

(A) the adoption of any legal act of the Russian Federation (includingany regulation of the Bank of Russia) including any amendment tothe current laws and regulations of the Russian Federation;

(B) the promulgation of any decision of the Constitutional Court of theRussian Federation;

(C) a clarification in writing in relation to application of any legal act ofthe Russian Federation (including any regulation of the Bank ofRussia) given to any of the parties or general public by competentgovernment authority (an authorised officer thereof) including theBank of Russia acting within its competence;

(D) the adoption by the Supreme Court of the Russian Federationand/or the Supreme Arbitrazh Court of the Russian Federation of ajudicial act or a clarification in relation to matters of court practice,

a party to such Transaction determines reasonably and in good faith that ithas become illegal to acquire, hold or dispose of Shares relating to suchTransaction, or it will incur a materially increased cost in performing its

obligations under such Transaction (including, without limitation, due toany increase in tax burden);

(iii) Failure to Deliver means the failure of a party to deliver, when due, ordeliver properly the relevant Shares under that Transaction, where suchfailure to deliver or improper delivery is due to illiquidity in the market forsuch Shares;

(iv) Bankruptcy has the meaning defined in the Master Agreement where anyreference to a Party, its Specified Entity or its Credit Support Provider willmean a reference to the Issuer.

(v) Hedging Disruption means that the Hedging Party is unable, after using allreasonable efforts, to:

(A) enter into, alter or terminate any transaction necessary to hedge theShare price or Index level risk of entering into and performing itsobligations with respect to the relevant Transaction; or

(B) realise or dispose of the proceeds under any transaction or from theassets set out in paragraph ( ) above;

(vi) Increased Cost of Hedging means that the Hedging Party would incur amaterially increased (as compared with circumstances existing on theTrade Date) amount of tax, duty, expense or fee (other than brokeragecommissions) as a result of its:

(A) entering into, altering or terminating any transaction necessary tohedge the Share price or Index level risk of entering into andperforming its obligations with respect to the relevant Transaction;or

(B) realising or disposing the proceeds under any transaction or fromthe assets set out in paragraph ( ) above,

provided that any such materially increased amount that is incurred solelydue to the deterioration of the creditworthiness of the Hedging Party shallnot be deemed an Increased Cost of Hedging;

(vii) Loss of Borrow under Repurchase Transactions means that the HedgingParty is unable, after using all reasonable efforts, to purchase Shares undera repurchase transaction in an amount equal to the Hedging Shares (not toexceed the number of Shares underlying the Transaction) at a rate equal toor less than the Maximum Repurchase Rate;

(viii) Increased Cost of Borrow under Repurchase Transactions means that therepurchase rate at which the Hedging Party can acquire the Shares for thepurpose of performing its obligations under the Transaction is greater thanthe Initial Repurchase Rate;

(ix) Hedging Party means the party specified as such in the relatedConfirmation or otherwise agreed by the parties with regard to theTransaction or, if no Hedging Party is specified, each party to theTransaction;

(x) Hedging Shares means the number of Shares that the Hedging Partydeems necessary to hedge the Share price or Index level risk of enteringinto and performing its obligations with respect to a Transaction to which“Loss of Borrow under Repurchase Transactions” or “Increased Cost ofBorrow under Repurchase Transactions” is applicable;

(xi) Seller in the First Part of Repurchase Transaction means a third partythat the Hedging Party considers to be a satisfactory counterparty (acting ingood faith and in a reasonable manner in light of other transactions that theHedging Party may have entered into with such party);

(xii) Non-Hedging Party means the party that is not the Hedging Party;

(xiii) Maximum Repurchase Rate means, in respect of a Transaction to which“Loss of Borrow under Repurchase Transactions” is applicable, therepurchase rate specified as such in the related Confirmation or otherwiseagreed by the parties with regard to the Transaction;

(xiv) Initial Repurchase Rate means, in respect of a Transaction to which“Increased Cost of Borrow under Repurchase Transactions” is applicable,the repurchase rate specified as such in the related Confirmation orotherwise agreed by the parties with regard to the Transaction;

(xv) Price Adjustment means an adjustment to the Strike Price, Initial Price,Forward Price, Forward Floor Price, Forward Cap Price, Knock-in /Knock-out Price, spread or other variable with respect to the relevant Transaction.

(b) For the purpose of determining the consequence of an Additional DisruptionEvent:

(i) if “Change in Law” or “Bankruptcy” is specified in the relatedConfirmation to be applicable as an Additional Disruption Event, thenupon the occurrence of such an event either party may elect to terminatethe Transaction upon at least two Scheduled Trading Days’ notice to theother party specifying the date of such termination (or such lesser notice asmay be required to comply with the Change in Law). In this event theTransaction will terminate and the Determining Party will determine theCancellation Amount payable by one party to the other;

(ii) if “Failure to Deliver” is specified in the related Confirmation to beapplicable as an Additional Disruption Event, then such event shall notconstitute an Event of Default under the Master Agreement, but upon theoccurrence of such an event, the party required to deliver the relevantShares (the Delivering Party) shall:

(A) give the other party (the Receiving Party) notice that a Failure toDeliver has occurred:

(I) within one Clearance System Business Day of the relevantExercise Date in respect of an Option Transaction; and

(II) at least one Settlement Cycle prior to the Settlement Date inrespect of a Forward Transaction or Swap Transaction;

(B) on the Settlement Date, transfer to the Receiving Party theownership of such number of Shares that it can deliver on suchdate.

The Receiving Party’s obligation to make any corresponding payment ordelivery to the Delivering Party shall be reduced in proportion to thenumber of Shares it receives from the Delivering Party.

In respect of a European Option or a Forward Transaction, the ReceivingParty may then elect to terminate the Transaction by giving notice to theDelivering Party. In this event, the Transaction will terminate on the datethat such notice is received. The Receiving Party (who shall be theDetermining Party) shall determine the Cancellation Amount (afterconsideration of any partial delivery, if applicable).

In respect of an American Option or a Bermuda Option, the ReceivingParty may then elect to terminate that part of the Transaction consisting ofthe exercised Options by giving notice to the Delivering Party. On the datethat such notice is received, a Transaction consisting of the exercisedOptions only shall be terminated. The Receiving Party (who shall be theDetermining Party) shall determine the Cancellation Amount payable inrelation to such terminated obligations under the Transaction (afterconsideration of any partial delivery, if applicable).

In respect of a Swap Transaction, the Receiving Party may then elect toterminate that part of the Transaction consisting of the Number of Sharesor Number of Baskets on that Settlement Date by giving notice to theDelivering Party. On the date that such notice is received, the parties’obligations under the Transaction in the part relating to delivery of theNumber of Shares or Number of Baskets on that Settlement Date shall bedeemed to have been terminated on such Settlement Date. The ReceivingParty (who shall be the Determining Party) shall determine theCancellation Amount payable in relation to such terminated obligationsunder the Transaction (after consideration of any partial delivery, ifapplicable).

In respect of:

(A) an American Option or a Bermuda Option, in each case to whichMultiple Exercise is applicable and upon which less than allOptions have been exercised on the relevant Exercise Date;

(B) a Swap Transaction in relation to which one or more SettlementDates have not occurred,

the Receiving Party may elect, within one Settlement Cycle of theSettlement Date on which the obligations under the Transaction wereterminated to terminate the obligations under the remaining Transactionupon two Scheduled Trading Days’ notice to the Delivering Party. In thisevent the obligations under the Transaction shall terminate on the date thatsuch notice is received. The Receiving Party (who shall be theDetermining Party) shall determine the Cancellation Amount payable inrelation to such terminated obligations under the Transaction (afterconsideration of any partial delivery, if applicable);

(iii) if “Hedging Disruption” is specified in the related Confirmation to beapplicable as an Additional Disruption Event, then upon the occurrence ofsuch an event the Hedging Party may elect, while the Hedging Disruptionis continuing, to terminate the Transaction, upon at least two ScheduledTrading Days’ notice to the Non-Hedging Party specifying the date of suchtermination. In this event the Determining Party will determine theCancellation Amount payable by one party to the other;

(iv) if “Loss of Borrow under Repurchase Transactions” is specified in therelated Confirmation to be applicable as an Additional Disruption Event,then upon the occurrence of such an event the Hedging Party may givenotice that a Loss of Borrow under Repurchase Transactions has occurredto the Non-Hedging Party, who may:

(A) lend the Hedging Party Shares under a repurchase transaction in theamount equal to the Hedging the Shares at a rate equal to or lessthan the Maximum Repurchase Rate; or

(B) refer the Hedging Party to a Seller in the First Part of RepurchaseTransaction that will lend the Hedging Party the Shares under arepurchase transaction in the amount equal to the Hedging Sharesat a rate equal to or less than the Maximum Repurchase Rate,

in each case within two Scheduled Trading Days of receipt of the notice ofLoss of Borrow under Repurchase Transactions.

If neither the Non-Hedging Party nor the Seller in the First Part ofRepurchase Transaction lends Shares under a repurchase transaction in theamount of the Hedging Shares or a satisfactory Seller in the First Part ofRepurchase Transaction is not identified within this period, the HedgingParty may give notice that it elects to terminate the Transaction, specifyingthe date of such termination, which may be the same day that the notice oftermination is received. The Determining Party will then determine theCancellation Amount payable by one party to the other;

(v) if “Increased Cost of Borrow under Repurchase Transactions” is specifiedin the related Confirmation to be applicable as an Additional Disruption

Event, then upon the occurrence of such an event the Hedging Party willgive prompt notice to the Non-Hedging Party that an Increased Cost ofBorrow under Repurchase Transactions has occurred and that a PriceAdjustment will be made to the Transaction.

The Non-Hedging Party shall, within two Scheduled Trading Days ofreceipt of the notice of Increased Cost of Borrow under RepurchaseTransactions and corresponding Price Adjustment, notify the HedgingParty that it elects to:

(A) agree to amend the relevant Transaction to take into account thePrice Adjustment;

(B) pay the Hedging Party an amount determined by the CalculationAgent that corresponds to the Price Adjustment; or

(C) terminate the Transaction as of that second Scheduled Trading Day.

If such notice is not given by the end of that second Scheduled TradingDay, then the Hedging Party may give notice that it elects to terminate theTransaction, specifying the date of such termination, which may be thesame day that the notice of termination is received.

If either party elects to terminate the Transaction, the Determining Partywill determine the Cancellation Amount payable by one party to the other.

Within this period, the Non-Hedging Party may, in order to avoid a PriceAdjustment or termination of the Transaction:

(A) lend the Hedging Party the Shares under a repurchase transaction inthe amount equal to the Hedging Shares at a rate equal to or lessthan the Initial Repurchase Rate; or

(B) refer the Hedging Party to a Seller in the First Part of RepurchaseTransaction that will lend the Hedging Party the Shares under arepurchase transaction in the amount equal to the Hedging Sharesat a rate equal to or less than the Initial Repurchase Rate.

(vi) if “Increased Cost of Hedging” is specified in the related Confirmation tobe applicable as an Additional Disruption Event, then upon the occurrenceof such an event the Hedging Party will give prompt notice to the Non-Hedging Party that an Increased Cost of Hedging has occurred and that aPrice Adjustment will be made to the Transaction.

The Non-Hedging Party shall, within two Scheduled Trading Days ofreceipt of the notice of Increased Cost of Hedging and corresponding PriceAdjustment, notify the Hedging Party that it elects to:

(A) agree to amend the relevant Transaction to take into account thePrice Adjustment;

(B) pay the Hedging Party an amount determined by the CalculationAgent that corresponds to the Price Adjustment; or

(C) terminate the Transaction as of that second Scheduled Trading Day.

If such notice is not given by the end of that second Scheduled TradingDay, then the Hedging Party may give notice that it elects to terminate theTransaction, specifying the date of such termination, which may be thesame day that the notice of termination is received.

If either party elects to terminate the Transaction, the Determining Partywill determine the Cancellation Amount payable by one party to the other.

(vii) if both “Hedging Disruption” and “Loss of Borrow under RepurchaseTransactions” are specified to be applicable to a Transaction and an eventor circumstance that would otherwise constitute or give rise to a HedgingDisruption also constitutes a Loss of Borrow under RepurchaseTransactions, it will be treated as a Loss of Borrow under RepurchaseTransactions, and the relevant consequences will apply to such event orcircumstance.

(viii) any Shares provided by the Non-Hedging Party or the Seller in the FirstPart of Repurchase Transaction in respect of a Loss of Borrow underRepurchase Transactions or Increased Cost of Borrow under RepurchaseTransactions shall be freely tradable without any restrictions under thelaws of the Russian Federation,. The repurchase transaction in relation tosuch Shares shall be documented as requested by the Hedging Party.

(ix) any Cancellation Amount payable by one party to the other party shall bepaid by the party bound to pay such amount not later than three BankingDays following the receipt by such party of a notice specifying:

(A) such amount (denominated in the currency for settlement of theTransaction as determined by the Determining Party); and

(B) the party bound to pay the Cancellation Amount at the time ofcancellation.

The Determining Party shall send such notice promptly following suchdetermination.

INDEX OF TERMS

Term Page SectionAdditional Disruption Event LVII 13.9(a)(i)Adjustment Value LV 13.7(b)(i)(B)Affected Shares XLVII 13.1(n)American Option XI 2.2(a)Amount of Return XVIII 5.1(g)Announcement Date XLVI 13.1(l)Banking Day III 1.3Bankruptcy LVIII 13.9(a)(iv)Basket V 1.18Basket Forward Transaction IX 1.41Basket Option Transaction VIII 1.33Basket Swap Transaction IX 1.37Bermuda Option XI 2.2(b)Buyer VI 1.23Calculation Agent VI 1.28Call XI 2.3(a)Cancellation Amount LVI 13.8(a)Change in Law LVII 13.9(a)(ii)Clearance System V 1.14Clearance System Business Day V 1.15Closing Date LIV 13.7(b)Combined Consideration XLVI 13.1(k)Commencement Date X 2.1(a)Confirmation VI 1.22Consequence of Merger Event XLVII 13.2Default Settlement Method XXVIII 8.1Delisting LII 13.6(b)Deliverable Forward Transaction IX 1.39(c)Deliverable Option Transaction VIII 1.31(c)Deliverable Share Basket Forward Transaction IX 1.39(c)Deliverable Share Basket Option Transaction VIII 1.31(c)Deliverable Share Basket Swap Transaction VIII 1.35(b)(ii)Deliverable Share Forward Transaction IX 1.39(b)Deliverable Share Option Transaction VII 1.31(b)Deliverable Share Swap Transaction VIII 1.35(b)(i)Deliverable Swap Transaction VIII 1.35(b)(ii)Deliverable Transaction VI 1.24

Delivering Party LIX 13.9(b)(ii)Determining Party LVII 13.8(b)Dividend Amount XXXVIII 11.1Dividend Payment Date XXXVIII 11.2Dividend Period XXXIX 11.3Early Closure XXIV 7.3(c)Equity Amount XXXIII 9.5Equity Amount Payer XVIII 5.1(a)Equity Amount Receiver XVIII 5.1(b)Equity Notional Amount VI 1.20Equity Notional Amount Reset XIX 5.1(j)European Option XI 2.2(c)Excess Dividend Amount XL 11.7Exchange IV 1.5Exchange Business Day IV 1.8Exchange Disruption XXIII 7.3(b)Exchange-traded Contract XXVI 7.6(b)(i)Exercise Date XIII 3.1(b)Exercise Period XIII 3.1(c)Exercise Right VII 1.31Expiration Date XIV 3.1(e)Expiration Time XIII 3.1(a)Extraordinary Dividend XXXIX 11.6Extraordinary Event XLIV 13.1(a)Failure to Deliver LVIII 13.9(a)(iii)Final Exchange Amount XVIII 5.1(e)Final Exchange Date XVIII 5.1(f)Final Price XIX 5.1(i)First Period XXXIX 11.3(a)Forward Cap Price XVII 4.1(c)Forward Floor Price XVII 4.1(b)Forward Price XVI 4.1(a)Forward Transaction IX 1.39Fractional Share Amount XXXVII 10.6Futures Price Valuation XXVI 7.6Hedging Disruption LVIII 13.9(a)(v)Hedging Party LIX 13.9(a)(ix)Hedging Shares LIX 13.9(a)(x)Implied Volatility XLVI 13.1(m)Increased Cost of Borrow under Repurchase LVIII 13.9(a)(viii)

TransactionsIncreased Cost of Hedging LVIII 13.9(a)(vi)Index V 1.13Index Adjustment Event XL 12.2(b)Index Basket Forward Transaction IX 1.39(a)(iii)Index Basket Option Transaction VII 1.31(a)(iii)Index Basket Swap Transaction VIII 1.35(a)(iii)Index Basket Transaction X 1.46Index Cancellation XL 12.2(a)(ii)Index Disruption XL 12.2(b)Index Forward Transaction IX 1.39(a)(i)Index Modification XL 12.2(a)(i)Index Option Transaction VII 1.31(a)(i)Index Sponsor VI 1.27Index Swap Transaction VIII 1.35(a)(i)Index Transaction X 1.44Initial Exchange Amount XVIII 5.1(c)Initial Exchange Date XVIII 5.1(d)Initial Price XVIII 5.1(h)Initial Repurchase Rate LIX 13.9(a)(xiv)Integral Multiple XIV 3.2(c)Issuer X 1.47Knock-in Event XX 6.1(a)Knock-in/Knock-out Determination Date XXI 6.4Knock-in/Knock-out Price XXI 6.2Knock-in/Knock-out Reference Security XXI 6.3Knock-in/Knock-out Valuation Time XXI 6.5Knock-out Event XX 6.1(b)Loss of Borrow under Repurchase Transactions LVIII 13.9(a)(vii)Market Disruption Event XXIII 7.3Master Agreement V 1.11Maximum Number XIV 3.2(c)Maximum Repurchase Rate LIX 13.9(a)(xiii)Merger Date XLIV 13.1(c)Merger Event XLIV 13.1(b)Method of Adjustment XLI 12.3Minimum Number XIV 3.2(c)Model Provisions VI 1.25Multiple Exercise XIV 3.2(c)Multiplier VI 1.19

Nationalisation LII 13.6(a)New Shares XLV 13.1(i)Non-Deliverable Forward Transaction IX 1.39(a)Non-Deliverable Option Transaction VII 1.31(a)Non-Deliverable Share Basket Forward Transaction IX 1.39(a)(iv)Non-Deliverable Share Basket Option Transaction VII 1.31(a)(iv)Non-Deliverable Share Basket Swap Transaction VIII 1.35(a)(iv)Non-Deliverable Share Forward Transaction IX 1.39(a)(ii)Non-Deliverable Share Option Transaction); VII 1.31(a)(iv)Non-Deliverable Share Swap Transaction VIII 1.35(a)(ii)Non-Deliverable Swap Transaction VIII 1.35(a)Non-Deliverable Transaction III 1.4Non-Hedging Party LIX 13.9(a)(xii)Notice of Exercise XIV 3.1(d)Number of Baskets V 1.17Number of Baskets to be Delivered XXXVI 10.5Number of Options X 2.1(b)Number of Shares V 1.16Number of Shares to be Delivered XXXVI 10.4Official Settlement Price XXVI 7.6(b)(ii)Option X 2.1(d)Option Entitlement X 2.1(c)Option Transaction VII 1.31Options Exchange XLIII 12.4Other Consideration XLVI 13.1(j)Payment Currency IV 1.9Potential Adjustment Event XLIII 12.5Premium XII 2.4(a)Premium Payment Date XII 2.4(a)Prepayment XVII 4.2(a)Prepayment Date XVII 4.2(a)Price Adjustment LIX 13.9(a)(xv)Put XI 2.3(b)Receiving Party LX 13.9(b)(ii)(A)Reference Price XVI 3.2(g)Re-investment of Dividends XXXIX 11.4Receiving Party LX 13.9(b)(ii)(A)Related Exchange IV 1.6Relevant Price IV 1.7Scheduled Closing Time IV 1.10

Scheduled Trading Day VI 1.21Scheduled Valuation Date XXIV 7.4Second Period XXXIX 11.3(b)Seller VI 1.26Seller in the First Part of Repurchase Transaction LIX 13.9(a)(xi)Settlement Amount XXX 9.1Settlement Cycle VII 1.29Settlement Date XXIX 8.4Settlement Disruption Event XXXVII 10.7Settlement Method Election XXVII 8.1Settlement Method Election Date XXVIII 8.2Settlement Price XXVIII 8.3Share Basket Forward Transaction IX 1.42Share Basket Option Transaction VIII 1.34Share Basket Swap Transaction IX 1.38Share Basket Transaction X 1.45Share Forward Transaction IX 1.40Share Option Transaction VIII 1.32Share Swap Transaction IX 1.36Share Transaction IX 1.43Share-for-Combined XLV 13.1(h)Share-for-Other XLV 13.1(g)Share-for-Share XLV 13.1(f)Shares III 1.1Standard Terms IIIStrike Price X 2.1(e)Strike Price Differential XXXII 9.2Successor Index XL 12.1Swap Transaction VIII 1.35Tender Offer XLV 13.1(d)Tender Offer Date XLV 13.1(e)Trade Date V 1.12Trading Disruption XXIII 7.3(a)Transaction VII 1.30Unadjusted Value LIV 13.7(b)(i)(A)Underlying Asset III 1.2Valuation Date XXIII 7.2Valuation Time XXII 7.1