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					                          APPROVED


                          by   annual   General    Shareholders
                          Meeting
                          of OJSC "Tyumenenergo"
                          from May 6, 2008
                          (minutes No. 1868пр/1)




             REGULATIONS
on paying remunerations and compensations
 to the members of the Board of Directors
        Open Joint Stock Company
            "Tyumenenergo"




                   2008
1. The following regulation was developed according to the Federal Law "Concerning Joint Stock
Companies" and determines amount and procedure of payment of remunerations and
compensations to the members of the Board of Directors of OJSC "Tyumenenergo" (hereinafter
referred to as "Company").
2. Remunerations and compensations to the Chairman and members of the Board of Directors of
the Company are not accrued nor paid if they're persons that are subject to restriction or
prohibition of receiving any payments from business entities according to the federal law.
3. Payment of remunerations and compensations is made by the Company in monetary form.
4. Payment of remunerations.
4.1. For taking part in the meeting of the Board of Directors of the Company, held in absentia (by
filling in the questionnaire), a member of the Board of Directors receives the remuneration in the
amount equivalent to 8 (eight) minimal monthly base rates of first class worker determined by
industrial agreement on rates in electric power complex of the Russian Federation (hereinafter
referred to as Agreement) for the date of the meeting of the Board of Directors of the Company,
taking into account adjustment determined by the Agreement, during one month after holding the
meeting of the Board of Directors of the Company.
For taking part in the meeting of the Board of Directors held in form of collective presence, a
member of the Board of Directors receives the remuneration in the amount equivalent to 10 (ten)
minimal monthly base rates of first class worker determined by industrial agreement on rates in
electric power complex of the Russian Federation (hereinafter referred to as Agreement) for the
date of the meeting of the Board of Directors of the Company, taking into account adjustment
determined by the Agreement, during one month after holding the meeting of the Board of
Directors of the Company.
The amount of remuneration paid according to the p. 4.1. of these Regulations to the Chairman
(Vice-Chairman) for every meeting where he was performing functions of the Chairman of the
Board of Directors (hereinafter referred to as performing Chairman functions) is increased by 50%.
4.2. The members of the Board receive additional remuneration for the value of the net profit of the
Company according to the information of annual accounting statement approved by the General
Shareholders Meeting of the Company.
4.2.1. The amount of remuneration paid to the member of the Board is determined according to the
formula (1)


       NP  n
S                                                                                (1),
     300  x  m




     where:
     S – the amount of additional remuneration to one member of the Board of Directors according
     to the results of the financial year;
     NP – Company's net profit value approved by the decision of the annual General
     Shareholders Meeting of the Company;
     n –number of meetings of the Board of Directors of the Company attended by the member of
     the Board of Directors (regardless of the form of the meetings) during the year, according to
     the results of which the net profit of the Company was gained;
     x – number of members of the Board of Directors of the Company according to the Charter;
     m – the number of meetings of the Board of Directors of the Company during the financial
     year according to the results of which the net profit of the Company was gained.

                                                                                                  2
4.2.2. The amount of remuneration paid to the Chairman (Vice-Chairman) for performing functions
of the Chairman of the Board of Directors of the Company is determined according to the following
formula (2):

     NP(nf  1.5j)
B                                                                                                (2),
      300  x  m
where:
     В – the amount of remuneration of the Chairman (Vice-Chairman- for performing functions of
     the Chairman) of the Board of Directors of the Company according to the results of the
     financial year;
     nf – the number of meetings of the Board of Directors of the Company where the Chairman
     (Vice-Chairman) of the Board of Directors was not performing functions of the Chairman of
     the Board of Directors (regardless of the form of the meetings) during the year, by results of
     which the net profit of the Company was gained;
     NP – Company's net profit value approved by the decision of the annual General
     Shareholders Meeting of the Company1;
     j - the number of meetings where the Chairman (Vice-Chairman) of the Board of Directors
     was performing functions of the Chairman of the Board of Directors of the Company;
     x – number of members of the Board of Directors of the Company according to the Charter;
     m – the number of meetings of the Board of Directors of the Company during the year
     according to the results of which the net profit of the Company was gained.
4.2.3. In case the new membership of the Board of Directors was elected in the year, according to
the results of which the net profit of the Company was gained, the remuneration specified in
paragraphs 4.2.1. – 4.2.2 is paid to the members of previous Boards of Directors as well. This rule
doesn't apply for periods before these Regulations became operative, unless otherwise expressly
specified in the decision of approval of these Regulations.
4.2.4. In case if Company ceases its operations as a result of the reorganization, members of the
Board of Directors are paid the remuneration for the value of the net profit specified in the
accounting statements of the Company as of the last reporting date.
In case the accounting statements of the Company for the last calendar year are not approved by
the General Shareholders Meeting of the Company after the end of the calendar year, as a result
of reorganization and ceasing operations of the Company, the remuneration for the value of the net
profit of the Company is paid according to the data of annual accounting statements, accepted by
tax authority, as well as for value of the net profit for reporting periods after specified financial year
recorded in the accounting statements to the Company as for the last reporting date.
4.2.5. In case the Company is performing revaluation of assets, the results of which will affect the
value of the net profit of the Company, which is used as a ground for calculating remunerations for
members of the Board of Directors of the Company, for payment of remunerations to members of
the Board of Directors according to paragraph 4.2. the specified value of the net profit is used, not
taking into account the influence of the revaluation. This value shall be approved by the decision of
the General Shareholders Meeting of the Company.
4.3. Members of the Board of Directors of the Company are paid additional remuneration in case of
increase of market capitalization of the Company during the performance period of the Board of
Directors2.

1
  In case the accounting statements of the Company for the last calendar year are not approved by the General
Shareholders Meeting of the Company after the end of the calendar year, as a result of reorganization and ceasing
operations of the Company, the remuneration for the value of the net profit of the Company is paid according to the data
of annual accounting statements, accepted by tax authority.
2
 Applicable in case minimum 6 months passed between introduction of stock to RTS and/or MICEX and ceasing of
powers of the member of the Board of Directors of the Company.

                                                                                                                      3
4.3.1. The amount of additional remuneration of each member of the Board of Directors, paid
according to the paragraph 4.3., is 0,0175 per cent from increase of the market capitalization of the
Company calculated for period between election of the member of the Board of Directors and
election of new membership of the Board of Directors of the Company.
In order to determine the amount of remuneration the calculation of increase of the market
capitalization of the Company is made in the following way3:
(MC )  MCt  MCt 1                                                                   (3),

where:
         MC – increase of the market capitalization of the Company;
         MCt - time average market capitalization of the Company for (t) period;

         MCt 1 - time average market capitalization of the Company for (t-1) period;

Time average market capitalization of the Company is calculated according to the following
formula:
           n

           (P    iMICEX    diMICEX  PiRTS  diRTS )
MC        i 1
                                                         Q                             (4),
                                 n
        where:
         PiMICEX - weighted average price of Company shares at trading day No. i of the relevant
        period at MICEX;
        diMICEX – weight of the listing at MICEX, calculated as ratio of Company's shares trading
        volume at MICEX to total shares trading volume of the Company at RTS and MICEX (units) at
        trading day No. i of the relevant period at MICEX;
        PiRTS - weighted average price of Company shares at trading day No. i of the relevant period at
        RTS;
        diRTS – weight of the listing at RTS, calculated as ratio of Company's shares trading volume at
        RTS to total shares trading volume of the Company at RTS and MICEX (units) at trading day
        No. i of the relevant period at RTS;
        n – the number of trading days when transactions with Company shares were made, from
        start date to finish date of the relevant period (t) or (t-1),
        Q – uniform value for MCt and MCt 1 equal to the number of ordinary shares of the Company
        issued by the first date of (t-1) period.
4.3.2. The procedure of determination of periods (t) or (t-1) in formulae is the following:
        - period (t) is calculated from the date following the date of termination of powers of the
        member of the Board of Directors and ends at 30th business day;
        - period (t-1) is calculated as a period consisting from 30 business days, ending with the date
        previous to the date of election of the member of the Board of Directors, and starting with the
        date counted down 30 business days.
        If the at the first day of the period (t-1), determined according to the specified procedure, less
        than 6 months passed since introduction of stock to RTS and/or MICEX, the period (t-1) is
        determined as a period consisting from 30 business days, starting with the date next to the
        expiration date of mentioned 6-month period.

3
    The source of stock figures is the relevant stock exchange.

                                                                                                        4
4.3.3. The increase value of Company market capitalization calculated according to the formula (3)
shall be adjusted to stock marker growth, characterized by RTS and MICEX market indices
according to the following formula:
           IRТS               IMICEX               
Tmarket          t
                       dRTS           t
                                              dMICEX                                 (5),
           IRTS               IMICEX               
                t 1                 t 1          
where:
      IRTSt - time average RTS index for (t) period.

      IRTSt 1 - time average RTS index for (t-1) period. d RTS - weight of the listing at RTS, calculated
      as ratio of Company's shares trading volume at RTS to total shares trading volume of the
      Company at RTS and MICEX (units) for (t) and (t-1) periods;
      IMICESt - time average MICEX index for (t) period.

      IМICEXt 1 - time average MICEX index for (t-1) period.

      dMICEX - weight of the listing at MICEX, calculated as ratio of Company's shares trading
      volume at MICEX to total shares trading volume of the Company at RTS and MICEX (units)
      for (t) and (t-1) periods;
Time average index is calculated according to the following formula:
   I1                  I
       I2  I3  ...  n
I 2                    2                                                              (6),
           n 1
      where:
      I1 – the value of the index for the 1st trading day of corresponding period;
      In – the value of the index for the last trading day of corresponding period;
      n –the number of trading days from between start date and finish date of the corresponding
      period.
4.3.4. Resulting formula for calculating remuneration base for member of the Board of Directors is
the following:
                     MCt                            
           (MC )           Tmarket  dcomplex  
( ДРС )            MCt 1                                                          (7),
                        MCt        
                                 1
                        MCt 1     
      where:
      dcomplex – the share of the estimated Company in the stock growth rate, calculated as:

            Qcomplex         MCt              
dcomplex                           Tmarket                                      (8),
           Q                MC
            RTS _ МICEX        t 1           
      where:
      Qcomplex . – total value of Company's stock trading at RTS and MICEX during (t) and (t-1)
      periods (in RUR);
      QRTS _ МICEX _ - total value of trading at RTS and MICEX during (t) and (t-1) periods (in RUR);



                                                                                                        5
4.3.5. If preferred shares were issued by the Company along with ordinary shares, only ordinary
shares are taken into account when determining the amount of remuneration according to p. 4.3.
4.3.6. The payment of remuneration for increase of the market capitalization of the Company is
made only in case if monthly average transaction volume made with ordinary shares of the
Company at the stock exchange4 during the term of powers of the Board of Directors currently
receiving remuneration is at least 1,5 mil. RUR.
4.4. Remunerations specified in p. 4.2. and p. 4.3. are paid by legal successor of the Company
during one month after the date of ceasing of Company's operations.
4.5. Restrictions on payment of remunerations.
4.5.1. Remuneration specified by paragraphs 4.2. and 4.3. of these Regulations is not paid if the
member of the Board of Directors didn't take part in more than 50% of the meetings held from the
moment of his election till the termination of his powers.
4.5.2. The amount of remuneration specified by paragraph 4.2. cannot exceed the salary of
Director General:
      more than 5 (five) times for member of the Board of Directors;
      more than 7 (seven) times for Chairman of the Board of Directors;
4.5.3. The amount of remuneration of member of the Board of Directors specified by p. 4.3. cannot
exceed the salary of Director General more than 5 (five) times.
4.6. Members of the Board of Directors are entitled to conclude with Company stock purchase and
sell agreement with future performance of obligations on transferring and payment of stock within
the framework of Stock Option plan approved by the Board of Directors of the Company. The
maximum amount of the agreement for the Chairman of the Board of Directors is 0,15%, for
member of the Board of Directors - 0,10% from the total amount of the allocated ordinary shares of
the Company, the amount for member of the Board of Directors being the sole executive body or
member of collegial executive body of the Company is determined by the Stock Option plan
approved by the Board of Directors of the Company. Members of the Board of Directors of the
Company taking part in the Stock Option plan do not have rights for receiving additional
remuneration specified by p. 4.3. of these Regulations.
The information on members the Board of Directors taking part in the Stock Option plan and
individual amount of the Stock Option Agreement is disclosed in information for annual General
Shareholders Meeting of the Company.
4.7. The member of the Board of Directors of the Company may decline receiving the remuneration
specified by these Regulations, completely of partially by directing the corresponding notification
for Director General of the Company.
Upon availability of the relevant written notification of a member of the Board of Directors of the
Company payment of all types of remunerations is made only upon written confirmation of this
member the Board of Directors of the Company. Along with this, when grounds arise for payment
of remuneration, the Company is obliged to send the member of the Board of Directors of the
Company notification containing the amount of the remuneration payable. Such notification shall be
directed not later than re corresponding remuneration payment term specified by these
Regulations.
Upon availability of written confirmation to receive remuneration from a member of the Board of
Directors of the Company, the corresponding remuneration is paid within 1 month after it had been
delivered.

4
 Separately for LLC "MICEX" stock exchange section and jointly for two floors of JSC "RTS" (stock market and classic
market).




                                                                                                                  6
5. Payment of compensations.
5.1. Members of the Board of Directors, for being in business trips for visiting Company objects,
meeting with shareholders and investors, taking part in General Shareholders Meeting of the
Company as well as solving other tasks connected with performing functions of the member of the
Board of Directors of the Company are paid the following compensations:
– per diem allowance according to the procedure specified by sole executive body of the
Company, or for the sole executive body of the management company of the Company;
– reimbursement of expenses for traveling to the final point of business trip and back to the place
of permanent job or living (including insurance amount for compulsory personal traveling
insurance, payment of services of preparation of travel documents etc) to the amount of actual
expenses, proved by traveling documents, however not exceeding the cost of traveling:
     at railway transport - in business class extra comfort car (СВ, С);
     at sea and river transport - according to the tariffs set by transport operator, however not
    exceeding the cost of traveling in de luxe suite with all-inclusive services for travelers;
     at air transport - at business class rate;
     at car transport - in motor transport of common use (except taxis and car rent);
    – reimbursement of expenses for rent of accommodation spaces - to the amount of actual
    expenses proved by corresponding documents, however no more than three minimal monthly
    base rates of first class worker determined by industrial agreement on rates in electric power
    complex of the Russian Federation as for the day of reimbursement with account of
    adjustment specified by the Agreement, for each day of accommodation.
5.2. The payment of compensations is made by the Company during one calendar day after
submission of documents proving expenses incurred,
6. If Company suffered changes, or circumstances beyond the control of the Company arose,
which doesn't allow applying the procedure of calculation of remuneration specified by these
Regulations, the Board of Directors of the Company shall initiate the required decision by the
General Shareholders Meeting of the Company.




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