ORDER  OF THE FEDERAL SERVICE FOR FINANCIAL MARKETS
                     NO. 08-28/PZ-N OF JULY 3, 2008
          ON THE INTRODUCTION OF AMENDMENTS TO THE REGULATIONS
      FOR THE ACTIVITY OF SPECIALISED DEPOSITARIES OF THE MORTGAGE
     COVER AND TO THE RULES FOR KEEPING THE REGISTER OF THE MORTGAGE
             COVER, APPROVED BY ORDER OF THE FEDERAL SERVICE
        FOR FINANCIAL MARKETS NO. 05-60/PZ-N OF NOVEMBER 1, 2005

     In accordance with the second part of Article 5, the second part  of
Article 35 and the first part of Article 43 of Federal Law No. 152-FZ  of
November 11,  2003  on  Mortgage  Securities  (Sobraniye  Zakonodatelstva
Rossiyskoy Federatsii No. 46, 2003, item 4448; No. 1, 2005, item 19;  No.
31, 2006, item 3440) and with the Statute  of  the  Federal   Service for
Financial Markets, approved by Decision of the Government of the  Russian
Federation No. 317 of June 30, 2004 (Sobraniye Zakonodatelstva Rossiyskoy
Federatsii No. 27, 2007, item 2788; No. 33,  2005,  item  3429;   No. 13,
2006, item 1400; No. 52, 2006, item 5584; No. 12, 2007,  item  1417;  No.
19, 2008, item 2192), I order:
     1. To approve the appended Amendments to  the  Regulations  for  the
Activity of the Specialised Depositaries of the Mortgage Cover,  approved
by Order of the Federal Service for Financial Markets No.  05-60/pz-n  of
November 1, 2005 (with amendments introduced  by  Order  of  the  Federal
Service for Financial Markets  (FSFM)  No.  06-142/pz-n  of   December 5,
2006).
     2. To approve the appended Amendments to the Rules for  Keeping  the
Register of the Mortgage Cover, endorsed by Order of the Federal  Service
for Financial Markets of Russia No. 05-60/pz-n of November 1, 2005  (with
amendments introduced by Order of the FSFM of Russia No.  06-142/pz-n  of
December 5, 2006).
Chief of the Federal Service for Financial      
Markets of Russia                                        V.D. Milovidov

Registered by the Ministry of Justice of the Russian Federation  on  July
31, 2008.
Registration number 12054

                               Amendments
     to the Regulations for the Activity of Specialised Depositaries
                of the Mortgage Cover, approved by Order
         of the Federal Service for Financial Markets of Russia
                   No. 05-60/pz-n of November 1, 2005
                (approved by Order of the Federal Service
          for Financial Markets No. 08-28/pz-n of July 3, 2008)

     1. Item 1.2 shall be supplemented with second paragraph  that  reads
as follows:
     "If on the date of the approval of the decision on  the  issue  (the
additional issue) of banks with a  mortgage  cover  the  claims   for the
obligations secured by mortgage comprising the mortgage  cover  have  not
passed to the issuer, the specialised depositary before the  transfer  of
such requirements to the issuer shall carry out the  accounting  and  the
storage of this property, and also exercise control over its disposal  on
the basis of the agreement with the person who is a creditor for the said
claim and has handled the transaction on the concession of  them  to  the
issuer (hereinafter referred to as the previous creditor)".
     2. The second paragraph of Item 3.4 after  the  word  "the  manager"
shall be supplemented with the words "the previous  creditor"  and  after
the word "the manager" shall be supplemented with the words "the previous
creditor".
     3. Item 4.1 shall be supplemented with  the  fourth  paragraph  that
reads as follows:
     "if on the date of the approval of the decision on  the  issue  (the
additional issue) of bonds with the mortgage cover  the  claims  for  the
obligations secured by the mortgage that  comprises  the  mortgage  cover
have not yet passed to the issuer  -  also  for  the  observance   of the
conditions by the previous creditor for the transaction of the concession
of the said claims for the issuer and for the disposal  by  the  previous
creditor of the corresponding property."
     4. The fourth and the fifth paragraphs of Item 4.2 shall  be  worded
as follows:
     "in the event of the inclusion in the mortgage cover  of  the  claim
for the mortgage-secured obligation that is not certified with a pledge -
he shall verify the belonging of the said claim to  the  issuer  and  the
presence of the state registration of the mortgage, the pledgee of  which
is the issuer, and if at the time of inclusion the said claim belongs  to
the previous creditor - he shall verify the belonging of the  said  claim
to the latter, the presence of the state registration  of  the  mortgage,
the pledgee of which is the previous creditor, and the observance of  the
claims for the transfer of the said claim to the issuer before  the  date
of the beginning of the  period  of  the  flotation  of  bonds   with the
mortgage cover fixed by the  decision  on  their  issue  (the  additional
issue) 9the presence of the state registration of the transaction for the
transfer of the creditor's rights under the  mortgage-secured  obligation
and the mortgage rights of the pledgee to the manager who  acts  a  trust
administrator of the property that comprises the mortgage cover, and  the
state registration of the mortgage, the pledgee of which is the  manager,
if the inclusion is carried out after the registration of the  rules  for
trust management, or the person who includes the claim  in  the  mortgage
cover, if this inclusion is effected before the registration of the rules
for trust management);
     in the event of the inclusion in the mortgage cover of the claim for
the mortgage-secured obligation certified with a pledge - he shall verify
the presence on the pledge of the note that confirms the  fact  that  the
issuer is its owner or its new owner, and  in  if  at  the  time   of its
inclusion the pledge belongs to the previous creditor - he  shall  verify
the presence on the pledge of the note that confirms the  fact  that  the
previous creditor is its owner, and the observance of the claim  for  the
transfer of the right of ownership of the pledge to the issuer before the
date of the beginning of the period of the flotation of  bonds  with  the
mortgage cover established by the decision on their issue (the additional
issue) (the manager, if the inclusion is effected after the  registration
of the rules for trust management, or the person who includes  the  claim
in the mortgage cover,  if  the  inclusion  is  carried  out   before the
registration of the rules for trust management)";
     5. Item 4.4 shall be supplemented  with  the  fifth  paragraph  that
reads as follows:
     "While exercising control over the observance by the issuer  of  the
requirements of the Federal Law on Mortgage Securities before the date of
the start of the period of the flotation of bonds with a  mortgage  cover
the specialised depositary that also takes into account the claims of the
previous creditor for the  mortgage-secured  obligations  comprising  the
mortgage cover, including those certified by the pledges which  shall  go
to the issuer before the date of the start of the period of the flotation
of bonds with the mortgage cover fixed by the  decision  on  their  issue
(the additional issue)".
     6. The first paragraph of Item 4.14 shall be worded as follows:
     "4.14. The specialised depositary shall notify the federal executive
body responsible for the securities market and the issuer (manager) about
the a breach in the exercise of control in keeping with the  Federal  Law
on Mortgage Securities and with  the  present  Regulations  before  three
working days since the day of revealing the corresponding breach, and  if
they violated the requirement for the time of the transfer of the  rights
to the mortgage-secured obligation, including the certified pledge,  from
the previous creditor to the issuer - not later  than  the  date   of the
start of the time of the flotation of bonds with a mortgage  cover  fixed
by the decision on their issuer (additional issuer)."
                               Amendments
        to the Rules for Keeping the Register of Mortgage Cover,
     Approved by Order of the Federal Service for Financial Markets
              of Russia No. 05-60/pz-n of November 1, 2005
                (approved by Order of the Federal Service
          for Financial Markets No. 08-28/pz-n of July 3, 2008)

     1. Chapter I shall be supplemented with Item 1.9:
     "1.9. The register of the mortgage cover shall  be  discontinued  in
the following cases:
     "in case of the recall by the issuer of the documents aimed  at  the
state registration of the  issue  (additional  issue)  of  bonds   with a
mortgage cover until their state registration;
     "in case of the recall  by  the  manager  of  the  rules   for trust
management of this mortgage cover before their registration;
     "in case of the entry into force of the decision on the invalidation
or nullification of the issue  (additional  issue)  of  bonds   with this
mortgage cover;
     "in case of the sinking  of  all  bonds  with  this   mortgage cover
(mortgage certification of participation).
     "The keeping of the register of the mortgage cover is ceased on  the
basis of the corresponding order of the issuer  (manager)  with  appended
documents confirming the onset of one of circumstances stipulated by  the
present item".
     2. Chapter II shall be supplemented with Item  2.16  that   reads as
follows:
     2.16. If on the date of the approval of the decision  on  the  issue
(additional issue)  of  bonds  with  a  mortgage  cover  the   claims for
mortgage-secured obligations comprising  the  mortgage  cover,  including
those certified by pledges, have not passed to the issuer, the person who
is a creditor for the said claims and has concluded a transaction on  the
concession of them to the issuer (hereinafter referred to as the previous
creditor) shall upon the conclusion of the  contract,  on  the   basis of
which this property is recorded and stored, and  also  exercises  control
over its disposal, submit the completed questionnaire to the  specialised
depositary. The claims provided for by items 2.2, 2.5, 2.8-2.11, 2.14 and
2.15 of the present Rules for the questionnaire of the issuer or  manager
shall be applied to the questionnaire of the previous creditor."
     3. Item 3.1 shall be supplemented with  the  eighth  paragraph  that
reads as follows:
     "If on the date of  the  approval  of  the  decision  on  the  issue
(additional issue) of bonds with a mortgage cover  the  mortgage  secured
claims, which comprise the  mortgage  cover  have  not  passed  from  the
previous  creditor  to  the  issuer,  the  register  shall  also  contain
information about the previous creditor provided for by Subitems 1 - 4 of
the present Item". 
     4. Subitem 5 of Item 3.2.1 shall be  supplemented  with  the  second
sentence that reads as follows:
     "The date of the acquisition of the claim by the issuer may  not  be
later of the date of the beginning the period of the flotation  of  bonds
with a mortgage cover fixed by the decision on  their  issue  (additional
issue)."
     5. The first paragraph of Item 3.6 shall be worded as follows:
     "3.6. The specialised depositary shall  bring  in  to  the  register
information about property comprising the mortgage cover, except for  the
case provided for by Item  3.7  of  these  Rules  simultaneous  with  the
inclusion of property in the mortgage cover proceeding  from  information
contained at the disposal of the issuer (manager) about the entry in  the
register of the record about the inclusion of property  in  the  mortgage
cover, and in event of the inclusion before the date of the beginning  of
the period of the flotation  of  bonds  with  a  mortgage  cover  in  the
corresponding mortgage cover of the property, which on the  date  of  the
approval of the decision on the issue (additional issue) has  not  become
the property of the issuer - at the corresponding disposal of the  issuer
and the previous creditor." 
     6. Item 4.2 shall be worded as follows:
     "4.2. The record about the inclusion of  property  in  the  mortgage
cover shall entered in the register on the  basis  of  the  corresponding
disposal of the issuer (manager), and in case  if  on  the  date   of the
approval of the decision on the issue (additional issue) of bonds with  a
mortgage cover of the claims (including those certified  by  the  pledge)
for the mortgage-secured obligations comprising the mortgage cover,  have
not yet passed to the issuer - on the basis of the corresponding disposal
of the issuer and the previous creditor."
     7. Subitem 3 of Item 4.3 after the words "were transferred" shall be
supplemented with the words "(will be transferred before the date of  the
beginning of the period  of  the  flotation  of  bonds  with  a  mortgage
cover)".
     8. Item 4.4 shall  be  supplemented  by  Subitem  4  that   reads as
follows:
     "4) a copy of  the  document  that  expresses  the  content  of  the
transaction, the right to which for a pledge will be transferred  to  the
issuer before the date of the beginning of the period of the flotation of
bonds with a mortgage cover, - in case if on the date of the approval  of
the decision on the issue (additional issue) of  bonds  with  a  mortgage
cover the rights for the pledge that comprises the mortgage cover has not
as yet passed to the issuer."
     9. Items 4.12 and 4.13 shall be worded as follows:
     "4.12. The order on the inclusion in  the  register  of  the  record
about the inclusion of property in mortgage cover shall be signed by  the
person, the sample of whose signature is contained in  the  questionnaire
of the issuer or manager or  by  the  representative  of  the   issuer or
manager who act on the basis of the power  of  attorney  signed  by  this
person, and in the case provided for by Item 2.16 of the present Rules  -
also by the person, the sample of whose signature  is  contained  in  the
questionnaire of the previous creditor, or by the representative  of  the
previous creditor acting on the basis of the power of attorney signed  by
this person. If the order is signed by the representative of  the  issuer
or manager of the previous creditor acting on the basis of the  power  of
attorney, the copy of such power of attorney shall  be  appended  to  the
order.
     4.13. The registration inscription shall be  made  on  the  mortgage
contract (on the credit agreement or the loan agreement - in case if  the
mortgage agreement is included in such contract). A copy of the  mortgage
contract shall be appended to the issuer's order  on  the  entry   in the
register of the record about the inclusion of the claim in  the  mortgage
cover. The registration inscription shall certify the state  registration
of the mortgage, the pledgee of which is the issuer. If on  the  date  of
the approval of the decision on the issue  (additional  issue)  of  bonds
with a mortgage cover the claims  for  the  mortgage-secured  obligations
comprising the mortgage cover have not as yet passed to the issuer, -  it
is necessary to  put  down  the  registration  inscription  on   the said
contract whose copy shall be attached to the order of the issuer and  the
previous creditor. This inscription certifies the state  registration  of
the mortgage, the pledgee of which is the previous creditor.
     If the rights of the creditor to the mortgage-secured obligation and
the rights of the mortgage pledgee were turned over to the  issuer   as a
result of effecting the transaction that requires the state registration,
it is necessary to put down the registration inscription  that  certifies
the state registration of a transaction on the  document  that  expresses
the content of such a transaction, the copy of which shall be appended to
the issuer's order on the entry in the register of the record  about  the
inclusion of the claim in the mortgage cover.
     The receipt from the Single State Register of Rights to Real  Estate
and Transactions with It, the copy of which is appended to  the  issuer's
order on the entry in the register of the record about the  inclusion  in
the mortgage cover of the  claim  for  the  mortgage-secured  obligation,
shall indicate that the issue is the pledgee of their mortgage, and if on
the date of the approval of the decision on the issue (additional  issue)
of bonds with a  mortgage  cover  the  claims  for  the  mortgage-secured
obligations comprising the mortgage cover have not as yet passed  to  the
issuer, - the said receipt whose copy is appended to the  issuer's  order
and the previous creditor shall indicate that the  previous  creditor  is
the pledgee of this mortgage.
     In cases when on the date of the approval of  the  decision  or  the
issue (additional issue) of bonds with a mortgage cover  the  claims  for
the mortgage-secured obligations comprising the mortgage cover  have  not
as yet passed to the issuer, the copy of the  contract  of  the  mortgage
with the registration inscription certifying the  state  registration  of
the mortgage, the pledgee of which is the issuer, and  the  copy  of  the
receipt from the Single State Register  of  Rights  to  Real   Estate and
Transactions with It, which indicates that the issuer is the  pledgee  of
this mortgage, shall be presented before the date of the beginning of the
period of the flotation of bonds with  a  mortgage  cover  fixed   by the
decision on their issue (additional issue)".
     10. Item 4.15 shall be supplemented with the second  paragraph  that
reads as follows:
     "If on the date of  the  approval  of  the  decision  on   the issue
(additional issue) of bonds with a mortgage cover the rights to a  pledge
have not as yet passed to the issuer, it is necessary  to  put  down  the
note on the pledge appended to the order of the issuer and  the  previous
creditor on the entry of the note on the inclusion in the mortgage  cover
of the claim for  the  mortgage-secured  obligation  certified   with the
pledge. This note shall confirm that the  owner  of  the  pledge   is the
creditor, but if the rights were transferred according to the pledge  the
previous creditor shall be a new owner of the pledge. In this  case,  the
note confirming that the issuer is a new owner of  the  pledge   shall be
made on the pledge before the date of the beginning of the period of  the
flotation of bonds with a mortgage cover fixed by the decision  on  their
time (additional issue)".
     11. Item 5.2 shall be worded as follows:
     "5.2. Unless otherwise is stipulated by Item  5.11  of  the  present
rules, the record about the exclusion of property from the mortgage cover
shall later in the register on the basis of the  corresponding  order  of
the issuer or  the  manager,  and  if  claims  for  the  mortgage-secured
obligations comprising the mortgage cover, including those certified with
pledges have not as yet passed from the previous creditor to the  issuer,
- on the basis of the corresponding order of the issuer and the  previous
creditor".
     12. Item 5.8 shall be supplemented with  the  second  sentence  that
reads as follows:
     "In the event of the entry of the record about  the  exclusion  from
the mortgage cover of the claim for the mortgage-secured  obligation  the
specialised depositary shall be obliged in the said period to pass to the
issuer (the  manager  or  the  previous  creditor)  the   documents which
confirmed such claim)".
     13. Chapter V shall be supplemented with Item  5.11  that   reads as
follows:
     "5.11. The record about the exclusion of property from the  mortgage
cover shall be entered in the register without the corresponding order of
the issuer, if on the  date  of  the  beginning  of  the    period of the
flotation of bonds with a mortgage cover in cases provided for  by  Items
4.13 and 4.15 of the present Rules the copy of the contract for  mortgage
with the registration description that certifies the  state  registration
of the mortgage, the pledgee of which is the issuer, and the copy of  the
extract from the Single State Register of the Rights to Real  Estate  and
Transactions with It, which indicates that the issuer of this  pledge  of
this mortgage or no note is made on the pledge to confirm that the issuer
is a new owner of the pledge".
     14. Item 8.3 shall be worded as follows:
     "8.3. the following documents shall be conveyed to  the  specialised
depositary simultaneously with the transfer of the register:
     "the original of the questionnaire of the issuer or the manager,  or
the previous creditor;
     "the documents appended  to  the  questionnaire  of  the   issuer or
manager, or the previous creditor, and also the documents  submitted  for
the introduction of changes to the information in  the  questionnaire  of
the issuer, manager or the previous creditor);
     the registration log book".