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СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА РАЗВИТИЯ ФИНАНСОВЫХ УЧРЕЖДЕНИЙ (LOAN NUMBER 3734 RU) [АНГЛ.] (ЗАКЛЮЧЕНО В Г. ВАШИНГТОНЕ 22.06.1994)

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                                                   Loan Number 3734 RU
   
                            LOAN AGREEMENT
             (FINANCIAL INSTITUTIONS DEVELOPMENT PROJECT)
             BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
                BANK FOR RECONSTRUCTION AND DEVELOPMENT
                                   
                       (Washington, 22.VI.1994)
   
       Agreement, dated June 22, 1994, between Russian Federation (the
   Borrower)   and   International   Bank   for   Reconstruction   and
   Development (the Bank).
       Whereas  A)  the Borrower, having satisfied itself  as  to  the
   feasibility and priority of the Project described in Schedule 2  to
   this  Agreement, has requested the Bank to assist in the  financing
   of the Project;
       B)  the  Borrower  intends to contract from  other  sources  of
   finance  (the Cofinanciers) grants (the Cofinance) in an  aggregate
   amount  equivalent  to 73,400,000 USD to assist  in  financing  the
   Project  on  the terms and conditions set forth in agreements  (the
   Cofinancing  Grant  Agreements) to  be  entered  into  between  the
   Borrower and the Cofinanciers;
       C)  the Borrower intends to contract from the European Bank for
   Reconstruction and Development (EBRD) a loan (the EBRD Loan) in  an
   amount  of  100,000,000 USD to assist in financing Part  A  of  the
   Project on the terms and conditions set forth in an agreement  (the
   EBRD  Loan  Agreement) to be entered into between the Borrower  and
   EBRD;
       D) EBRD and the Bank intend to enter into an agreement (the Co-
   Lenders Agreement) providing for arrangements whereby EBRD and  the
   Bank would process jointly applications for withdrawal relating  to
   certain  expenditures under the Project and  the  Bank  would  make
   available  certain portions of the proceeds of the  Loan,  together
   with  similar  proceeds of the EBRD Loan to be  made  available  by
   EBRD,  for  the  financing of such expenditures  on  a  pari  passu
   basis,  and regulating certain other matters of common interest  in
   connection with such financing; and
       Whereas the Bank has agreed, on the basis, inter alia,  of  the
   foregoing,  to extend the Loan to the Borrower upon the  terms  and
   conditions set forth in this Agreement;
       Now therefore the parties hereto hereby agree as follows:
   
                               Article I
                                   
                    General Conditions; Definitions
   
       Section  1.01. The "General Conditions Applicable to  Loan  and
   Guarantee Agreements" of the Bank, dated January 1, 1985, with  the
   modifications  set forth below (the General Conditions)  constitute
   an integral part of this Agreement:
       a) The last sentence of Section 3.02 is deleted.
       b)  In  Section 6.02, sub-paragraph "k" is re-lettered as  sub-
   paragraph (1) and a new sub-paragraph "k" is added to read:
       "(k)  An extraordinary situation shall have arisen under  which
   any  further withdrawals under the Loan would be inconsistent  with
   the provisions of Article III, Section 3 of the Bank's Articles  of
   Agreement."
       Section  1.02.  Unless  the  context  otherwise  requires,  the
   several  terms  defined  in  the  General  Conditions  and  in  the
   Preamble  to  this  Agreement have the respective meanings  therein
   set  forth  and  the following additional terms have the  following
   meanings:
       a)  "Subsidiary Loan Agreement" means any agreement which shall
   have  been  entered into by the Borrower, pursuant to Section  3.02
   "c"  of this Agreement with a Participating Bank, in respect of  an
   Institutional  Development Sub-project involving such Participating
   Bank,  as the same agreement may be amended from time to time,  and
   such   term   includes  all  schedules  to  such  Subsidiary   Loan
   Agreement.
       b) "Subsidiary Loan" means any loan provided to a Participating
   Bank  for  an  Institutional Development  Sub-project  pursuant  to
   Section 3.02 of this Agreement.
       c)  "Participating Bank" means any banking institution  in  the
   territory  of the Borrower duly accredited in accordance  with  the
   criteria  set  forth in Schedule 6 to this Agreement,  which  shall
   have  been  accepted for participation in accordance  with  Section
   3.02 "a" of this Agreement.
       d)  "Institutional Development Sub-project"  means  a  specific
   program  of  institutional  development  of  a  Participating  Bank
   intended  to  be  carried out by such Participating Bank  utilizing
   the proceeds of a Subsidiary Loan.
       e)  "CBR"  means the Central Bank of the Borrower,  established
   and  operating  pursuant  to  the Borrower's  Law  on  the  Russian
   Federation  Central Bank (Bank of Russia) dated December  2,  1990,
   as the same may be amended from time to time.
       f) "MOF" means the Borrower's Ministry of Finance.
       g)  "Bank  Review Unit" means the unit referred to  in  Section
   3.04 "b" of this Agreement.
       h) "PIU" means the unit referred to in Section 3.04 "a" of this
   Agreement.
       i)  "Project Preparation Advance" means the project preparation
   advance  granted  by  the  Bank  to the  Borrower  pursuant  to  an
   exchange of letters dated September 30, 1993, and October 13,  1993
   between the Borrower and the Bank.
       j)  "Special Account" means the account referred to in  Section
   2.02 "b" of this Agreement.
   
                              Article II
                                   
                               The Loan
   
       Section 2.01. The Bank agrees to lend to the Borrower,  on  the
   terms  and  conditions  set  forth  or  referred  to  in  the  Loan
   Agreement,  various currencies that shall have an  aggregate  value
   equivalent   to   the  amount  of  two  hundred   million   dollars
   (200,000,000 USD), being the sum of withdrawals of the proceeds  of
   the  Loan, with each withdrawal valued by the Bank as of  the  date
   of such withdrawal.
       Section  2.02. a) The amount of the Loan may be withdrawn  from
   the  Loan  Account in accordance with the provisions of Schedule  1
   to  this Agreement for expenditures made (or, if the Bank shall  so
   agree,  to be made) in respect of the reasonable cost of goods  and
   services required for the Project described in Schedule 2  to  this
   Agreement and to be financed out of the proceeds of the Loan.
       b)  The  Borrower shall, for the purposes of the Project,  open
   and  maintain in Dollars a special deposit account in a  commercial
   bank  on  terms and conditions satisfactory to the Bank,  including
   appropriate  protection  against set-off,  seizure  or  attachment.
   Deposits  into, and payments out of, the Special Account  shall  be
   made  in  accordance  with the provisions of  Schedule  7  to  this
   Agreement.
       c) Promptly after the Effective Date, the Bank shall, on behalf
   of  the  Borrower, withdraw from the Loan Account and pay to itself
   the  amount  required to repay the principal amount of the  Project
   Preparation Advance withdrawn and outstanding as of such  date  and
   to  pay all unpaid charges thereon. The unwithdrawn balance of  the
   authorized   amount  of  the  Project  Preparation  Advance   shall
   thereupon be cancelled.
       Section  2.03. The Closing Date shall be December 31,  1998  or
   such  later  date  as  the  Bank shall establish.  The  Bank  shall
   promptly notify the Borrower of such later date.
       Section  2.04. The Borrower shall pay to the Bank a  commitment
   charge at the rate of three-fourths of one percent (3/4 of 1%)  per
   annum  on the principal amount of the Loan not withdrawn from  time
   to time.
       Section  2.05.  a)  The  Borrower shall  pay  interest  on  the
   principal  amount of the Loan withdrawn and outstanding  from  time
   to  time, at a rate for each Interest Period equal to the  Cost  of
   Qualified   Borrowings  determined  in  respect  of  the  preceding
   Semester, plus one-half of one percent (1/2 of 1%). On each of  the
   dates  specified  in Section 2.06 of this Agreement,  the  Borrower
   shall  pay  interest  accrued on the principal  amount  outstanding
   during  the  preceding  Interest Period,  calculated  at  the  rate
   applicable during such Interest Period.
       b)  As soon as practicable after the end of each Semester,  the
   Bank  shall notify the Borrower of the Cost of Qualified Borrowings
   determined in respect of such Semester.
       c) For the purposes of this Section:
       i)  "Interest  Period" means a six-month period ending  on  the
   date  immediately preceding each date specified in Section 2.06  of
   this  Agreement, beginning with the Interest Period in  which  this
   Agreement is signed.
       ii)   "Cost  of  Qualified  Borrowings"  means  the  cost,   as
   reasonably  determined by the Bank and expressed  as  a  percentage
   per  annum,  of the outstanding borrowings of the Bank  drawn  down
   after  June 30, 1982, excluding such borrowings or portions thereof
   as the Bank has allocated to fund:
       A) the Bank's investments; and
       B)  loans  which  may be made by the Bank after  July  1,  1989
   bearing  interest rates determined otherwise than  as  provided  in
   paragraph "a" of this Section.
       iii)  "Semester" means the first six months or the  second  six
   months of a calendar year.
       d)  On  such date as the Bank may specify by no less  than  six
   months' notice to the Borrower, paragraphs "a", "b" and "c"iii"  of
   this Section shall be amended to read as follows:
       "a) The Borrower shall pay interest on the principal amount  of
   the  Loan  withdrawn and outstanding from time to time, at  a  rate
   for  each  Quarter  equal  to  the  Cost  of  Qualified  Borrowings
   determined  in respect of the preceding Quarter, plus  one-half  of
   one  percent (1/2 of 1%). On each of the dates specified in Section
   2.06 of this Agreement, the Borrower shall pay interest accrued  on
   the  principal  amount  outstanding during the  preceding  Interest
   Period,  calculated  at the rates applicable during  such  Interest
   Period."
       "b)  As soon as practicable after the end of each Quarter,  the
   Bank  shall notify the Borrower of the Cost of Qualified Borrowings
   determined in respect of such Quarter."
       "c)  iii)  'Quarter' means a three-month period  commencing  on
   January 1, April 1, July 1 or October 1 in a calendar year."
       Section  2.06.  Interest  and other charges  shall  be  payable
   semiannually on March 15 and September 15 in each year.
       Section 2.07. The Borrower shall repay the principal amount  of
   the Loan in accordance with the amortization schedule set forth  in
   Schedule 3 to this Agreement.
   
                              Article III
                                   
                       Execution of the Project
   
       Section  3.01.  The  Borrower declares its  commitment  to  the
   objectives  of  the  Project as set forth in  Schedule  2  to  this
   Agreement, and, to this end, shall carry out Part C of the  Project
   through MOF, and shall carry out Part B of the Project through  the
   CBR  under  arrangements satisfactory to the  Bank,  all  with  due
   diligence   and  efficiency  and  in  conformity  with  appropriate
   financial,  economic  and  administrative  practices,   and   shall
   provide,  promptly as needed, the funds, facilities,  services  and
   other resources required for such Parts of the Project.
       Section 3.02. Without limitation or restriction upon any of its
   other  obligations  under this Agreement, the Borrower  shall,  for
   purposes  of  carrying out Part A of the Project,  and  unless  the
   Bank shall otherwise agree:
       a)  solicit  and  approve  proposals from  candidate  banks  in
   accordance  with  the  eligibility  criteria  and  procedures   for
   approval  of  Institutional Development Sub-projects set  forth  or
   referred to in Schedule 5 to this Agreement;
       b)  cause the Participating Banks to carry out their respective
   Institutional Development Sub-projects in accordance with the  same
   eligibility  criteria  and the terms of the  respective  Subsidiary
   Loan  Agreements,  and shall not take or permit  to  be  taken  any
   action  which would prevent or interfere with the carrying  out  by
   such  Participating Banks of their respective activities under  the
   Institutional Development Sub-projects;
       c) make available to each such Participating Bank the amount of
   financing  required for such Institutional Development Sub-project,
   including  the applicable portions of the proceeds of the  Loan  as
   referred  to  in Schedule 5 to this Agreement, under  one  or  more
   subsidiary loan agreements to be entered into between the  Borrower
   and  such  Participating  Bank, under terms  and  conditions  which
   shall  have  been  approved by the Bank, and which  shall  include,
   without  limitation, those set forth in Section III of  Schedule  5
   to this Agreement; and
       d)  exercise its rights under the Subsidiary Loan Agreements in
   such  manner  as to protect the interests of the Borrower  and  the
   Bank and to accomplish the purposes of the Loan, and except as  the
   Bank  shall otherwise agree, the Borrower shall not assign,  amend,
   abrogate  or  waive  any  such Subsidiary  Loan  Agreement  or  any
   provision thereof.
       Section 3.03. For purposes of the efficient carrying out of the
   Project and ensuring the effective supervision of the execution  of
   the  Institutional Development Sub-projects, and without limitation
   on  the provisions of Sections 3.01 and 3.02 of this Agreement, the
   Borrower  shall  cause to an agreement to be entered  into  between
   MOF  and CBR concerning the carrying out by MOF of responsibilities
   connected  with supervision of the performance of the Participating
   Banks  in  respect  of  their adherence to accreditation  standards
   applicable  under  the  Project, as set forth  or  referred  to  in
   Schedule  6  to  this  Agreement,  in  any  areas  which  might  be
   concerned   with   banking   supervision   requirements   generally
   applicable  to  such  banks under the laws and regulations  of  the
   Borrower, and other matters satisfactory to the Bank.
       Section 3.04. In order to facilitate the efficient carrying out
   of  the  Project,  the  Borrower  shall  establish  and  thereafter
   maintain  with  membership,  staff and other  resources  and  under
   terms of reference satisfactory to the Bank:
       a)  a  Project Implementation Unit (PIU) to be responsible  for
   the daily coordination of the execution of the Project; and
       b)  a  Bank  Review  Unit, reporting to the MOF  and  CBR,  and
   advising  on  such  matters, as shall  have  been  defined  by  the
   Borrower  acceptable  to  the Bank, which  may  be  concerned  with
   monitoring  of  Participating Banks' performance and developing  of
   administrative  or  corrective  measures  for  Participating  Banks
   carrying out the Institutional Development Sub-projects under  Part
   A of the Project.
       Section  3.05.  Except  as  the  Bank  shall  otherwise  agree,
   procurement  of  the goods and consultants' services  required  for
   the  Project  and to be financed out of the proceeds  of  the  Loan
   shall  be  governed  by  the  provisions  of  Schedule  4  to  this
   Agreement.
       Section  3.06. The Bank and the Borrower hereby agree that  the
   obligations set forth in Sections 9.04, 9.05, 9.06, 9.07, 9.08  and
   9.09  of  the  General Conditions (relating to  insurance,  use  of
   goods  and  services,  plans and schedules,  records  and  reports,
   maintenance and land acquisition, respectively) in respect of  Part
   A of the Project shall be carried out by the Participating Banks.
   
                              Article IV
                                   
                          Financial Covenants
   
       Section  4.01. a) The Borrower shall maintain or  cause  to  be
   maintained  records and accounts adequate to reflect in  accordance
   with  sound  accounting  practices the  operations,  resources  and
   expenditures  in  respect of Parts B and C of the  Project  of  the
   departments  or agencies of the Borrower responsible  for  carrying
   out the Project or any part thereof.
       b) The Borrower shall:
       i)  have the records and accounts referred to in paragraph  "a"
   of  this  Section including those for the Special Account for  each
   fiscal  year  audited,  in  accordance  with  appropriate  auditing
   principles   consistently   applied,   by   independent    auditors
   acceptable to the Bank;
       ii)  furnish to the Bank as soon as available, but in any  case
   not  later  than  six months after the end of each such  year,  the
   report  of such audit by said auditors, of such scope and  in  such
   detail as the Bank shall have reasonably requested; and
       iii) furnish to the Bank such other information concerning said
   records  and accounts and the audit thereof as the Bank shall  from
   time to time reasonably request.
       c)  For all expenditures with respect to which withdrawals from
   the  Loan  Account  for Parts B and C were made  on  the  basis  of
   statements of expenditure, the Borrower shall:
       i)  maintain  or  cause to be maintained,  in  accordance  with
   paragraph  "a"  of  this Section, records and  accounts  reflecting
   such expenditures;
       ii) retain, until at least one year after the Bank has received
   the  audit  report for the fiscal year in which the last withdrawal
   from  the  Loan Account or payment out of the Special  Account  was
   made,  all  records (contracts, orders, invoices,  bills,  receipts
   and other documents) evidencing such expenditures;
       iii) enable the Bank's representatives to examine such records;
   and
       iv)  ensure that such records and accounts are included in  the
   annual audit referred to in paragraph "b" of this Section and  that
   the  report  of  such  audit contains a separate  opinion  by  said
   auditors  as  to  whether the statements of  expenditure  submitted
   during  such fiscal year, together with the procedures and internal
   controls  involved  in their preparation, can  be  relied  upon  to
   support the related withdrawals.
       Section  4.02.  a)  The Borrower shall cause the  Participating
   Banks  to  maintain  records and accounts adequate  to  reflect  in
   accordance  with  sound  accounting practices  the  operations  and
   financial condition of the Participating Banks.
       b) The Borrower shall cause Participating Banks to:
       i)  have  their  records,  accounts  and  financial  statements
   (balance  sheets,  statements of income and  expenses  and  related
   statements)  and  the records and accounts for the Special  Account
   for  each  fiscal  year  audited, in  accordance  with  appropriate
   auditing  principles consistently applied, by independent  auditors
   acceptable to the Bank;
       ii)  furnish to the Bank as soon as available, but in any  case
   not later than six months after the end of each such year:
       A) certified copies of their financial statements for such year
   as so audited, and
       B) the report of such audit by said auditors, of such scope and
   in such detail as the Bank shall have reasonably requested; and
       iii) furnish to the Bank such other information concerning such
   records,  accounts and financial statements and the  audit  thereof
   as the Bank shall from time to time reasonably request.
       c)  For all expenditures with respect to which withdrawals from
   the  Loan Account for Part A of the Project were made on the  basis
   of   statements   of   expenditure,  the   Borrower   shall   cause
   Participating Banks to:
       i)  maintain, in accordance with paragraph "a" of this Section,
   records and accounts reflecting such expenditures;
       ii) retain, until at least one year after the Bank has received
   the  audit  report for the fiscal year in which the last withdrawal
   from  the  Loan Account or payment out of the Special  Account  was
   made,  all  records (contracts, orders, invoices,  bills,  receipts
   and other documents) evidencing such expenditures;
       iii) enable the Bank's representatives to examine such records;
   and
       iv)  ensure that such records and accounts are included in  the
   annual audit referred to in paragraph "b" of this Section and  that
   the  report  of  such  audit contains a separate  opinion  by  said
   auditors  as  to  whether the statements of  expenditure  submitted
   during  such fiscal year, together with the procedures and internal
   controls  involved  in their preparation, can  be  relied  upon  to
   support the related withdrawals.
   
                               Article V
                                   
                         Remedies of the Bank
   
       Section  5.01.  Pursuant to Section 6.02  (1)  of  the  General
   Conditions, the following additional events are specified:
       a) i) Subject to subparagraph "ii" of this paragraph:
       A)  the  right of the Borrower to withdraw the proceeds of  any
   loan  or  grant  made  to the Borrower for  the  financing  of  the
   Project  shall  have  been suspended, cancelled  or  terminated  in
   whole or in part, pursuant to the terms therefor, or
       B) any such loan shall have become due and payable prior to the
   agreed maturity thereof.
       ii)  Subparagraph "i" of this paragraph shall not apply if  the
   Borrower establishes to the satisfaction of the Bank that:
       A) such suspension, cancellation, termination or prematuring is
   not  caused  by the failure of the Borrower to perform any  of  its
   obligations under such agreement; and
       B) adequate funds for the Project are available to the Borrower
   from  other  sources  on terms and conditions consistent  with  the
   obligations of the Borrower under this Agreement.
       b)  the agreement referred to in Section 3.03 of this Agreement
   shall  have been amended, suspended, abrogated, repealed or  waived
   so  as  to  affect  materially and adversely  the  ability  of  the
   Borrower,  the  Participating Banks, MOF,  the  PIU,  or  the  Bank
   Review  Unit  to carry out the Project or to perform any  of  their
   obligations   under   this  Agreement  or   the   Subsidiary   loan
   Agreements.
       Section  5.02.  Pursuant to Section 7.01  "h"  of  the  General
   Conditions,  the  following additional event is specified,  namely,
   that  the event specified in paragraph "i" of Section 5.01 of  this
   Agreement shall occur, subject to the proviso of paragraph "ii"  of
   that Section.
   
                              Article VI
                                   
                      Effective Date; Termination
   
       Section  6.01. The following events are specified as additional
   conditions  to the effectiveness of the Loan Agreement  within  the
   meaning of Section 12.01 "c" of the General Conditions:
       a)  all conditions precedent to the effectiveness of EBRD  Loan
   Agreement  have  been fulfilled, other than those  related  to  the
   effectiveness of this Agreement;
       b)  Subsidiary  Loan Agreements for institutional strengthening
   have been concluded with at least three Participating Banks;
       c)  the agreement referred to in Section 3.03 of this Agreement
   has been concluded;
       d)  two  senior bankers have been appointed to the Bank  Review
   Unit; and
       e)  a consultants' contract for technical services relating  to
   project  implementation for assistance to the PIU in  the  carrying
   out  the  activities  referred  to in  Section  3.04  "a"  of  this
   Agreement, has been concluded acceptable to the Bank.
       Section  6.02.  The  following is specified  as  an  additional
   matter,  within  the meaning of Section 12.02 "c"  of  the  General
   Conditions,  to  be  included in the  opinion  or  opinions  to  be
   furnished  to the Bank, namely, that the Subsidiary Loan Agreements
   referred  to in Section 6.01 "b" of this Agreement have  been  duly
   authorized   or  ratified  by  the  Borrower  and  the   respective
   Participating Banks and are legally binding upon the  Borrower  and
   the  respective  Participating Banks in accordance with  the  terms
   thereof.
       Section 6.03. The date ninety (90) days after the date of  this
   Agreement is hereby specified for the purposes of Section 12.04  of
   the General Conditions.
   
                              Article VII
                                   
               Representative of the Borrower; Addresses
   
       Section 7.01. The Minister of Finance or the Deputy Minister of
   Finance  of  the  Borrower is designated as representative  of  the
   Borrower  for  the  purposes  of  Section  11.03  of  the   General
   Conditions.
       Section  7.02.  The following addresses are specified  for  the
   purposes of Section 11.01 of the General Conditions:
   
       For the Borrower:
       Ministry of Finance
       103097 Moscow
       Ilyinka Street 9
       Russian Federation
                                                       Telex:
                                                       112008
   
       For the Bank:
       International Bank for
       Reconstruction and Development
       1818 H Street, N.W.
       Washington, D.C. 20433
       United States of America
       Cable address:                                  Telex:
       INTBAFRAD                                       248423 (RCA)
       Washington, D.C.                                82987 (FTCC)
                                                       64145 (WUI) or
                                                       197688 (TRT)
   
       In  witness  whereof, the parties hereto, acting through  their
   duly  authorized representatives, have caused this Agreement to  be
   signed  in  their  respective names in the  District  of  Columbia,
   United  States  of  America, as of the day  and  year  first  above
   written.
   
   
   
   
   
                              SCHEDULE 1
                                   
                WITHDRAWAL OF THE PROCEEDS OF THE LOAN
   
       1.  The  table below sets forth the Categories of items  to  be
   financed  out  of the proceeds of the Loan, the allocation  of  the
   amounts  of  the  Loan  to  each Category  and  the  percentage  of
   expenditures for items so to be financed in each Category:
   
   -----------------------T------------------T----------------------¬
   ¦      Category        ¦  Amount of the   ¦        % of          ¦
   ¦                      ¦  Loan Allocated  ¦    Expenditures      ¦
   ¦                      ¦  (Expressed in   ¦   to be Financed     ¦
   ¦                      ¦Dollar Equivalent)¦                      ¦
   +----------------------+------------------+----------------------+
   ¦1) Part A of the      ¦                  ¦                      ¦
   ¦   Project            ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦i) Goods              ¦  139,400,000     ¦100% of foreign       ¦
   ¦                      ¦                  ¦expenditures,         ¦
   ¦                      ¦                  ¦100% of local         ¦
   ¦                      ¦                  ¦expenditures          ¦
   ¦                      ¦                  ¦(ex-factory cost) and ¦
   ¦                      ¦                  ¦70% of local          ¦
   ¦                      ¦                  ¦expenditures for other¦
   ¦                      ¦                  ¦items procured        ¦
   ¦                      ¦                  ¦locally               ¦
   ¦                      ¦                  ¦                      ¦
   ¦ii) Consultants'      ¦  35,500,000      ¦67%                   ¦
   ¦services for          ¦                  ¦                      ¦
   ¦institutional         ¦                  ¦                      ¦
   ¦strengthening programs¦                  ¦                      ¦
   ¦under Part A"i" of the¦                  ¦                      ¦
   ¦Project               ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦iii) Consultants'     ¦                  ¦                      ¦
   ¦services for systems  ¦  11,500,000      ¦100%                  ¦
   ¦modernization under   ¦                  ¦                      ¦
   ¦Part  A"ii" of   the  ¦                  ¦                      ¦
   ¦Project               ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦iv) Training          ¦   8,000,000      ¦100%                  ¦
   ¦and study             ¦                  ¦                      ¦
   ¦tours                 ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦2) Part B of the      ¦                  ¦                      ¦
   ¦   Project            ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦i) Consultants'       ¦   2,000,000      ¦100%                  ¦
   ¦services              ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦ii) Equipment         ¦     100,000      ¦100% of foreign       ¦
   ¦                      ¦                  ¦expenditures,         ¦
   ¦                      ¦                  ¦100% of local         ¦
   ¦                      ¦                  ¦expenditures          ¦
   ¦                      ¦                  ¦(ex-factory cost) and ¦
   ¦                      ¦                  ¦70% of local          ¦
   ¦                      ¦                  ¦expenditures for other¦
   ¦                      ¦                  ¦items procured        ¦
   ¦                      ¦                  ¦locally               ¦
   ¦                      ¦                  ¦                      ¦
   ¦3) Part C of the      ¦                  ¦                      ¦
   ¦   Project            ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦i) Goods              ¦     100,000      ¦100% of foreign       ¦
   ¦                      ¦                  ¦expenditures,         ¦
   ¦                      ¦                  ¦100% of local         ¦
   ¦                      ¦                  ¦expenditures          ¦
   ¦                      ¦                  ¦(ex-factory cost) and ¦
   ¦                      ¦                  ¦70% of local          ¦
   ¦                      ¦                  ¦expenditures for other¦
   ¦                      ¦                  ¦items procured        ¦
   ¦                      ¦                  ¦locally               ¦
   ¦                      ¦                  ¦                      ¦
   ¦ii) Consultants'      ¦   1,400,000      ¦100%                  ¦
   ¦services              ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦iii) Study tours      ¦     500,000      ¦100%                  ¦
   ¦                      ¦                  ¦                      ¦
   ¦4)  Consultants'      ¦           0      ¦100%                  ¦
   ¦    services and      ¦                  ¦                      ¦
   ¦    goods for Part D  ¦                  ¦                      ¦
   ¦    of the Project    ¦                  ¦                      ¦
   ¦                      ¦                  ¦                      ¦
   ¦5)  Refunding of      ¦                  ¦Amounts due           ¦
   ¦    Project           ¦                  ¦pursuant to           ¦
   ¦    Preparation       ¦                  ¦Section 2.02 "c"      ¦
   ¦    Advance           ¦   1,500,000      ¦of this Agreement     ¦
   +----------------------+------------------+----------------------+
   ¦    TOTAL             ¦ 200,000,000      ¦                      ¦
   L----------------------+------------------+-----------------------
   
       2. For the purposes of this Schedule:
       a)  the  term "foreign expenditures" means expenditures in  the
   currency  of any country other than that of the Borrower for  goods
   or  services supplied from the territory of any country other  than
   that of the Borrower; and
       b)  the  term  "local expenditures" means expenditures  in  the
   currency  of  the Borrower or for goods or services  supplied  from
   the  territory  of  the Borrower; provided, however,  that  if  the
   currency  of the Borrower is also that of another country from  the
   territory   of   which  the  goods  and  services   are   supplied,
   expenditures in such currency for such goods or services  shall  be
   deemed to be "foreign expenditures".
       3.  Notwithstanding  the provisions of paragraph  1  above,  no
   withdrawals shall be made in respect of:
       a)  payments  made for expenditures prior to the date  of  this
   Agreement;
       b)  payments  for  expenditures  under  Category  (1)  of  this
   Schedule to finance an Institutional Development Sub-project  under
   any  Subsidiary  Loan, until the Bank shall have  communicated  its
   acceptance  to  the  Borrower of evidence that  a  Subsidiary  Loan
   Agreement  has  been  duly executed on behalf of,  and  is  legally
   binding upon, the Borrower and the Participating Bank concerned  in
   respect of such Subsidiary Loan; and
       c)  expenditures under Category (2) of this Schedule until  the
   arrangements  with  the CBR referred to in  Section  3.01  of  this
   Agreement have been concluded in accordance with the provisions  of
   said Section.
       4. The Bank may require withdrawals from the Loan Account to be
   made  on  the  basis of statements of expenditure for  expenditures
   under  contracts  for goods and training not exceeding  50,000  USD
   equivalent,  under  such terms and conditions  as  the  Bank  shall
   specify by notice to the Borrower.
   
   
   
   
   
                              SCHEDULE 2
                                   
                      DESCRIPTION OF THE PROJECT
   
       The  objectives of the Project are to increase the quantity and
   improve   the   quality  of  banking  services,   promote   banking
   stability,  and contribute to a more efficient allocation  of  bank
   credit  by  modernizing the regulatory framework and  strengthening
   the institutional capabilities of the Borrower's financial system.
       The  Project consists of the following parts, subject  to  such
   modifications thereof as the Borrower and the Bank may  agree  upon
   from time to time to achieve such objectives:
       Part A:
       The  financing,  through  the  provision  of  loans,  including
   Subsidiary  Loans,  of  specific  Institutional  Development   Sub-
   projects consisting of:
       i)  institutional  development programs for  strengthening  the
   organization,   management  and  operations  of  the  Participating
   Banks, including the provision of staff training; and
       ii)   systems  modernization,  including  the  acquisition  and
   installation  of computer hardware and software in connection  with
   the implementation of said institutional strengthening programs.
       Part B:
       The  carrying  out  by CBR of programs to develop  further  the
   financial   system,  including  the  provision  of   training   and
   technical assistance for:
       i) the development of on-site bank inspectors;
       ii)   the   preparation  of  documents  relating   to   on-site
   inspection;
       iii) the reform of bank accounting practices; and
       iv) development of the legal and regulatory environment for the
   banking sector.
       Part C:
       The  carrying  out by the Borrower of programs to  develop  the
   accounting  and  auditing  practices  including  the  provision  of
   training and technical assistance for:
       i) the reform of enterprise accounting practice; and
       ii)  the  establishment  of  a  Chamber  of  Auditors  and  the
   development of the auditing profession.
       Part D:
       Provision of technical assistance for the operations of the PIU
   to support:
       i)  the  establishment,  maintenance and  updating  of  project
   accounting, procurement, and reporting systems;
       ii) the initial stages of its operations; and
       iii) training of staff.
   
                                 * * *
   
       The Project is expected to be completed by June 30, 1998.
   
   
   
   
   
                              SCHEDULE 3
   
                         AMORTIZATION SCHEDULE
   
   ------------------------------------T----------------------------¬
   ¦        Date Payment Due           ¦   Payment of Principal     ¦
   ¦                                   ¦(expressed in dollars) <*>  ¦
   +-----------------------------------+----------------------------+
   ¦On each March 15 and September 15  ¦                            ¦
   ¦                                   ¦                            ¦
   ¦   beginning September 15, 1999    ¦                            ¦
   ¦   through   September 15, 2010    ¦   8,335,000                ¦
   ¦                                   ¦                            ¦
   ¦On March 15, 2011                  ¦   8,295,000                ¦
   L-----------------------------------+-----------------------------
   
   --------------------------------
       <*>  The  figures  in this column represent dollar  equivalents
   determined  as of the respective dates of withdrawal.  See  General
   Conditions, Sections 3.04 and 4.03.
   
                        PREMIUMS ON PREPAYMENT
   
       Pursuant  to  Section 3.04 "b" of the General  Conditions,  the
   premium  payable  on the principal amount of any  maturity  of  the
   Loan  to  be  prepaid  shall be the percentage  specified  for  the
   applicable time of prepayment below:
   
   --------------------------------T--------------------------------¬
   ¦     Time of Prepayment        ¦           Premium              ¦
   +-------------------------------+--------------------------------+
   ¦                               ¦The interest rate (expressed    ¦
   ¦                               ¦as a percentage per annum)      ¦
   ¦                               ¦applicable to the Loan on       ¦
   ¦                               ¦the day of prepayment           ¦
   ¦                               ¦multiplied by:                  ¦
   ¦                               ¦                                ¦
   ¦Not more than three years      ¦              0.18              ¦
   ¦   before maturity             ¦                                ¦
   ¦                               ¦                                ¦
   ¦More than three years but      ¦              0.35              ¦
   ¦   not more than six years     ¦                                ¦
   ¦   before maturity             ¦                                ¦
   ¦                               ¦                                ¦
   ¦More than six years but        ¦              0.65              ¦
   ¦   not more than 11 years      ¦                                ¦
   ¦   before maturity             ¦                                ¦
   ¦                               ¦                                ¦
   ¦More than 11 years but not     ¦              0.88              ¦
   ¦   more than 15 years          ¦                                ¦
   ¦   before maturity             ¦                                ¦
   ¦                               ¦                                ¦
   ¦More than 15 years before      ¦              1.00              ¦
   ¦   maturity                    ¦                                ¦
   L-------------------------------+---------------------------------
   
   
   
   
   
                              SCHEDULE 4
                                   
                 PROCUREMENT AND CONSULTANTS' SERVICES
   
                    Section I. PROCUREMENT OF GOODS
                                   
                                Part A
                                   
                   International Competitive Bidding
   
       1. Except as provided in Part C hereof, goods shall be procured
   under  contracts  awarded in accordance with procedures  consistent
   with  those  set forth in Sections I and II of the "Guidelines  for
   Procurement  under  IBRD Loans and IDA Credits"  published  by  the
   Bank in May 1992 (the Guidelines).
       a) For fixed-price contracts, the invitation to bid referred to
   in  paragraph  2.13  of  the Guidelines shall  provide  that,  when
   contract award is delayed beyond the original bid validity  period,
   the  successful bidder's bid price will be increased for each  week
   of  delay by two predisclosed correction factors acceptable to  the
   Bank, one to be applied to all foreign currency components and  the
   other  to  the local currency component of the bid price.  Such  an
   increase shall not be taken into account in the bid evaluation.
       b)  In the procurement of goods in accordance with this Part A,
   the  Borrower  shall  use the relevant standard  bidding  documents
   issued  by  the Bank, with such modifications thereto as  the  Bank
   shall  have agreed to be necessary for the purposes of the Project.
   Where  no  relevant standard bidding documents have been issued  by
   the  Bank, the Borrower shall use bidding documents based on  other
   international recognized standards forms agreed with the Bank.
   
                                Part B
                                   
                 Preference for Domestic Manufacturers
   
       In  the  procurement of goods in accordance with the procedures
   described   in  Part  A  hereof,  goods  manufactured  in   Russian
   Federation  may  be  granted a margin of preference  in  accordance
   with,  and subject to, the provisions of paragraphs 2.55  and  2.56
   of  the  Guidelines  and  paragraphs 1  through  4  of  Appendix  2
   thereto.
   
                                Part C
                                   
                     Other Procurement Procedures
   
       1.  Limited-source mainframe computer / network equipment,  and
   special   software,  up  to  an  aggregate  amount  equivalent   to
   8,500,000  USD,  may  be procured under contracts  awarded  through
   limited   international  bidding  procedures  on   the   basis   of
   evaluation and comparison of bids invited from a list of  at  least
   three  qualified  suppliers eligible under the  Guidelines  and  in
   accordance with the procedures set forth in Sections I  and  II  of
   the  Guidelines  (excluding paragraphs  2.8,  2.9,  2.55  and  2.56
   thereof);
       2.  Items  or groups of items for goods estimated to  cost  the
   equivalent of 300,000 USD or less per contract, up to an  aggregate
   amount  equivalent  to  15,000,000  USD,  may  be  procured   under
   contracts  awarded on the basis of comparison of  price  quotations
   obtained  from  at  least  three  suppliers  from  at  least  three
   different  countries eligible under the Guidelines,  in  accordance
   with procedures acceptable to the Bank.
       3.  Contracts  for equipment and spare parts of  a  proprietary
   nature,  or  which  are  required  to  ensure  standardization  and
   compatibility  with  existing  equipment  and  facilities,  may  be
   procured  by  direct contracting with the suppliers  thereof.  Such
   contracts  shall require prior approval by the Bank and  shall  not
   exceed an aggregate amount of 22,000,000 USD.
       4.  Items  or groups of items for goods estimated to  cost  the
   equivalent  of 50,000 USD or less per contract, up to an  aggregate
   amount   equivalent  to  5,000,000  USD,  may  be  procured   under
   contracts  awarded on the basis of comparison of  price  quotations
   obtained   from  at  least  three  suppliers  eligible  under   the
   Guidelines, in accordance with procedures acceptable to the Bank.
       5.  Items  or groups of items for goods estimated to  cost  the
   equivalent of 300,000 USD or less per contract, up to an  aggregate
   amount   equivalent  to  3,500,000  USD,  may  be  procured   under
   contracts  awarded on the basis of competitive bidding,  advertised
   locally in accordance with procedures satisfactory to the Bank.
   
                                Part D
                                   
              Review by the Bank of Procurement Decisions
   
       1.  Review  of  invitations to bid and of proposed  awards  and
   final contracts:
       a)  With  respect to each contract for goods estimated to  cost
   the equivalent of 300,000 USD or more, the procedures set forth  in
   paragraphs  2  and 4 of Appendix 1 to the Guidelines  shall  apply.
   Where  payments for such contract are to be made out of the Special
   Account, such procedures shall be modified to ensure that  the  two
   conformed  copies of the contract required to be furnished  to  the
   Bank  pursuant  to said paragraph 2 "d" shall be furnished  to  the
   Bank  prior  to the making of the first payment out of the  Special
   Account in respect of such contract.
       b)  With respect to each contract not governed by the preceding
   paragraph,  the  procedures set forth in  paragraphs  3  and  4  of
   Appendix  1 to the Guidelines shall apply. Where payments for  such
   contract  are  to  be  made  out  of  the  Special  Account,   said
   procedures  shall  be  modified to ensure that  the  two  conformed
   copies   of  the  contract  together  with  the  other  information
   required  to be furnished to the Bank pursuant to said paragraph  3
   shall  be  furnished  to the Bank as part of  the  evidence  to  be
   furnished pursuant to paragraph 4 of Schedule 7 to this Agreement.
       c)  The provisions of the preceding subparagraph "b" shall  not
   apply  to contracts on account of which withdrawals are to be  made
   on the basis of statements of expenditure.
       2.  The  figure  of  15% is hereby specified  for  purposes  of
   paragraph 4 of Appendix 1 to the Guidelines.
   
                 Section II. EMPLOYMENT OF CONSULTANTS
   
       1. In order to assist the Borrower in carrying out the Project,
   the  Borrower  shall  or  shall cause to employ  consultants  whose
   qualifications, experience and terms and conditions  of  employment
   shall  be  satisfactory  to  the Bank. Such  consultants  shall  be
   selected  in accordance with principles and procedures satisfactory
   to  the  Bank  on  the  basis of the "Guidelines  for  the  Use  of
   Consultants  by  World  Bank Borrowers and by  the  World  Bank  as
   Executing  Agency"  published  by the  Bank  in  August  1981.  For
   complex,  time-based assignments, the Borrower  shall  employ  such
   consultants  under contracts using the standard  form  of  contract
   for   consultants'  services  issued  by  the   Bank,   with   such
   modifications  as  shall have been agreed by  the  Bank.  Where  no
   relevant standard contract documents have been issued by the  Bank,
   the Borrower shall use other standard forms agreed with the Bank.
       2.  Notwithstanding  the  provisions of  paragraph  1  of  this
   Section,  the  provisions  of the Consultant  Guidelines  requiring
   prior  Bank  review or approval of budgets, short lists,  selection
   procedures,  letters of invitation, proposals,  evaluation  reports
   and  contracts, shall not apply to a) contracts for the  employment
   of  consulting  firms  estimated to  cost  less  than  100,000  USD
   equivalent  each or b) contracts for the employment of  individuals
   estimated  to  cost less than 50,000 USD equivalent each.  However,
   said  exceptions  to prior Bank review shall not apply  to  a)  the
   terms   of  reference  for  such  contracts,  b)  single  -  source
   selection  of  consulting  firms,  c)  assignments  of  a  critical
   nature,  as  reasonably determined by the Bank,  d)  amendments  to
   contracts  for  the  employment  of consulting  firms  raising  the
   contract  value  to  100,000  USD  equivalent  or  above,   or   e)
   amendments   to   contracts  for  the  employment   of   individual
   consultants raising the contract value to 50,000 USD equivalent  or
   above.
       3.  Notwithstanding  the  provisions of  paragraph  1  of  this
   Section,  consultants  to  be employed by  the  Borrower  or  by  a
   Participating  Bank to assist in the carrying out of  institutional
   strengthening  programs  (twinning) may be selected  in  accordance
   with procedures acceptable to the Bank.
   
   
   
   
   
                              SCHEDULE 5
                                   
         ELIGIBILITY, APPROVAL PROCEDURES AND PRINCIPAL TERMS
             AND CONDITIONS OF SUBSIDIARY LOAN AGREEMENTS
   
                               Section I
                                   
                  Eligibility of Participating Banks
   
       A  Subsidiary Loan Agreement shall be entered into only with  a
   banking  institution duly established and operating under the  laws
   of the Borrower, which shall have:
       a) established and maintained its creditworthiness,
       b)  established and satisfactorily demonstrated its  compliance
   with  the  accreditation  criteria set  forth  or  referred  to  in
   Schedule 6 to this Agreement,
       c)  developed specific plans for institutional development  and
   automation   proposed  to  be  carried  out  as  an   Institutional
   Development Sub-project under Part A of the Project, and
       d) submitted to the PIU monthly financial returns and quarterly
   progress reports,
       all  to  the satisfaction of the Borrower and the Bank, on  the
   basis of guidelines acceptable to the Bank.
   
                              Section II
                                   
                          Approval Procedures
   
       1.  The  candidate bank shall adopt and submit for approval  by
   the PIU:
       i)  an institutional development plan and time-table acceptable
   to the Bank;
       ii)  an  automation plan and timetable acceptable to the  Bank;
   and
       iii)  forecast  financial statements  for  three  fiscal  years
   prepared   according  to  the  same  principles  as  the  quarterly
   statements referred to in Section I of this Schedule.
       2.  Prior to approving a Subsidiary Loan, the PIU shall verify:
   undergoing  by  the  candidate  bank  of  audit  conducted  by   an
   international   auditing  firm  in  accordance  with  international
   accounting  and  auditing principles and a satisfactory  report  of
   such auditors.
   
                              Section III
                                   
               Terms and Conditions of Subsidiary Loans
   
       A. Terms:
       1.  The  principal  amount  of each Subsidiary  Loan  shall  be
   denominated  in Dollars in an amount determined by the Borrower  to
   be  the  amount  actually  required to be  made  available  to  the
   Participating Bank, to enable the Participating Bank to  carry  out
   the   Institutional  Development  Sub-project,  calculated  as  the
   percentage  of  the  estimated total sub-project  costs,  up  to  a
   maximum of 100% of such estimated subproject costs.
       2.  Amounts  made  available to a Participating  Bank  under  a
   Subsidiary  Loan shall be eligible for financing out  of  the  Loan
   where,  pursuant to the Co-Lenders' Agreement, the proceeds of  the
   Loan,  combined with proceeds of the EBRD Loan which are  available
   for  financing  such  amount  in  accordance  with  the  EBRD  Loan
   Agreement, may be blended at a 2:1 ratio.
       3.  Financing of an institutional strengthening program  for  a
   Participating  Bank shall be achieved through the blending  of  the
   combined  proceeds  of  the Loan and EBRD  Loan  with  grant  funds
   available  under the Cofinance in such a manner as to  effect  more
   favorable  terms, up to maximum ratio of grant funds to loan  funds
   of 1:1.
       4.  a) During each six-month period commencing on January 1 and
   July  1  of  each  calendar  year, each Subsidiary  Loan  shall  be
   charged  on the principal amount thereof, withdrawn and outstanding
   from  time to time, interest at a floating rate equivalent  to  two
   and  one-half percent above the weighted average rate of  the  six-
   month  LIBOR  as  onethird  of  said rate  and  the  interest  rate
   determined  in  accordance with Section 2.05 of this  Agreement  as
   two-thirds of said rate; and
       b) for the purposes of this paragraph, "six-month LIBOR" is the
   London  InterBank  Offered  Rate of major  banks  for  deposits  in
   Dollars,  designated as page 3750 on the Tolerate Service (or  such
   other  page as may replace the Tolerate Page 3750) for the  purpose
   of displaying such LIBOR rates for deposits in Dollars.
       5.  Each Subsidiary Loan for system modernization shall have  a
   maturity of not more than 12 years, inclusive of a grace period  of
   4  years.  Each  Subsidiary  Loan for  institutional  strengthening
   shall  have  a  maturity of not more than 8 years, inclusive  of  a
   grace period of 3 years.
       B. Conditions:
       1.  The  right  of each Participating Bank to the  use  of  the
   proceeds of its respective Subsidiary Loan, shall be subject to:
       a)  suspension upon failure by such party to perform any of its
   obligations under its respective Subsidiary Loan Agreement; and
       b)  cancellation if the right of the Participating Bank to make
   withdrawals  under  the Subsidiary Loan shall have  been  suspended
   pursuant to sub-paragraph "a" hereof for a continuous period of  60
   days.
       2.  Each  Subsidiary  Loan Agreement shall  contain  provisions
   pursuant to which the Participating Bank shall undertake to:
       a) carry out the Institutional Development Sub-project with due
   diligence and efficiency and conduct its operations and affairs  in
   accordance  with  sound  administrative,  technical  and  financial
   standards and appropriate practices, with qualified management  and
   staff,  and  provide,  promptly as needed, the  funds,  facilities,
   services and other resources required for the purpose;
       b)  i)  employ consultants with qualifications, experience  and
   terms  of reference satisfactory to the Bank, to assist it  in  the
   carrying out of such Institutional Development Sub-project; and
       ii)  procure the goods and consultants services to be  financed
   out  of  the proceeds of the Loan in accordance with the provisions
   of  Schedule  4 to this Agreement, and use such goods and  services
   exclusively  in the carrying out of such Institutional  Development
   Sub-project;
       c)  exchange  views with, and furnish all such information  to,
   the  Borrower  or the Bank, as may be reasonably requested  by  the
   Borrower  or  the  Bank,  with  regard  to  the  progress  of   the
   Institutional  Development  Sub-project,  the  performance  of  its
   obligations  under  any  Subsidiary  Loan  Agreements,  and   other
   matters  relating to the purposes of said Institutional Development
   Sub-project;
       d)  promptly inform the Borrower and the Bank of any  condition
   which  interferes or threatens to interfere with  the  progress  of
   its  activities under the Institutional Development  Subproject  or
   the  performance of its obligations under the respective Subsidiary
   Loan Agreement; and
       e)  i)  maintain records and accounts adequate  to  reflect  in
   accordance  with  sound  accounting practices  its  operations  and
   financial condition;
       ii)  have  its financial statements (balance sheets, statements
   of  income  and  expenses and related statements) for  each  fiscal
   year  audited,  in accordance with appropriate auditing  principles
   consistently  applied, by independent auditors  acceptable  to  the
   Bank;
       iii)  furnish  to  the  Borrower  and  the  Bank,  as  soon  as
   available, but in any case not later than six months after the  end
   of  each  such  year certified copies of said financial  statements
   and  accounts for such year as so audited, and the report  of  such
   audit by said auditors in such scope and detail as the Borrower  or
   the Bank shall have reasonably requested; and
       iv)  furnish to the Borrower or the Bank such other information
   concerning said records, accounts and financial statements as  well
   as  the  audit thereof as the Borrower or the Bank shall from  time
   to time reasonably request.
   
   
   
   
   
                              SCHEDULE 6
                                   
                        ACCREDITATION CRITERIA
   
       Participating  Banks shall be accredited for  participation  in
   the  Institutional Development Program if they are  able  to  meet,
   and  maintain conformity with, all applicable prudential  standards
   established  by  the  CBR, and the following  additional  criteria,
   based   on   internationally  recognized   norms   for   evaluating
   commercial banks:
   
                          A. Capital Adequacy
   
       1. Maintaining a total capital to risk-adjusted assets ratio of
   4  percent  in  1994 and reaching a total capital to  risk-adjusted
   assets  ratio  of  8  percent  by  1998,  applying  risk-weightings
   satisfactory to the Bank.
       2.   Maintaining  minimum  equity  capital  of  5  million  USD
   equivalent.
       3.  Realistically  provisioning for  possible  loan  losses  in
   accordance with CBR instructions and international standards.
   
                           В. Profitability
   
       Demonstrating financial solvency and profitability as  measured
   by  net income (adjusted for inflation and loan loss provisions  in
   accordance  with  international accounting standards)  providing  a
   positive return on assets during the previous two years.
   
           C. Quality of Lending Process and Loan Portfolio
   
       1.  Limiting  maximum  exposure to a single  borrower  and  its
   connected  parties  to 50 percent of equity capital  in  1994;  and
   then to 35 percent in 1995 and 25 percent in 1996.
       2.  Limiting maximum aggregate large exposures (defined as  any
   credit  and offbalance sheet exposures to a single party  exceeding
   10  percent of bank's equity capital) to 12 times equity capital in
   1994; and subsequently to 10 times in 1995 and 8 times in 1996.
       3. Maintaining single loans to shareholders / directors at less
   than  30  percent of capital and the aggregate total of such  loans
   at  100  percent  of  capital  in  1994;  these  percentages  would
   subsequently decrease to 10 percent and 20 percent by 1998.
       4. Maintaining a loan portfolio of which
       i)  no  more  than  20 percent has been rescheduled  (excluding
   working capital financing of up to 90 days of sales), and
       ii) less than 5 percent has been rescheduled more than once.
       5. Actively engaging in lending.
       6. Maintaining a total collection rate (total amount of current
   and  overdue  principal and interest collected as a  percentage  of
   current  and  overdue  amounts due in the year,  calculated  before
   loan reschedulings) greater than 85 percent.
       7.  Limiting the remaining principal value of loans in  arrears
   to  8  percent  of the total portfolio and the remaining  principal
   value  of  loans in arrears for a period exceeding 12 months  to  2
   percent of the total portfolio.
       8. Maintaining a minimum 1:1 ratio between loan loss provisions
   and  the  sum of doubtful and loss assets, where "doubtful  assets"
   are  those  where  collection  or liquidation  in  full  is  highly
   improbable and "loss assets" are those considered uncollectible.
       9.   Maintaining  an  interest  rate  structure  reflecting   a
   satisfactory assessment and monitoring of risk and return.
       10.  Demonstrating a satisfactory set of policies and practices
   for assessing the environmental effects of projects it finances.
   
                D. Resource Mobilization and Liquidity
   
       1. Sourcing no more than 10 percent of loan funds from directed
   credits   (credit  allocated  according  to  Government's   special
   decision).
       2.   Maintaining   a  non-inter-bank  loans  to  non-inter-bank
   deposits ratio of less than 80 percent.
   
                        E. Managerial Autonomy
   
       Demonstrating   substantial   managerial   autonomy   to    the
   satisfaction of the World Bank, EBRD, MOF, and the CBR through:
       a) sources of funds,
       b) legal and ownership structure,
       c)  composition  of and locus of authority for  appointment  of
   Board of Directors,
       d)  management and staff selection and promotion  policies  and
   practices, and
       е)  loan  approval procedures (equal treatment of  shareholders
   and  non-shareholders and the absence of shareholders on the credit
   committee).
   
                      F. Management Effectiveness
   
       Demonstrating adequate policies, procedures, and performance in
   the following functional areas:
       a) market strategy,
       b) organizational structure,
       c) credit,
       d) financial management (ALM, foreign exchange, accounting),
       e) planning and budgeting,
       f) internal audit,
       g) management information systems, and
       h) training.
   
                     G. Private Sector Orientation
   
       1.  Demonstrating a significant level of lending to the private
   sector.
       2. Demonstrating significant share ownership by private sector.
   
           H. Exemptions for Banks in Special Circumstances
   
       Banks  not  meeting  one or several of the above  criteria  may
   still be accredited for participation in the Project provided  that
   they  agree  with  MOF  on a plan of action  for  addressing  their
   deficiencies  and  an explicit set of targets for monitoring  their
   progress in meeting the accreditation standards.
   
   
   
   
   
                              SCHEDULE 7
                                   
                            SPECIAL ACCOUNT
   
       1. For the purposes of this Schedule:
       a)  the  term "eligible Categories" means Categories 1  "i",  1
   "iii", (2), (3), and (4) set forth in the table in paragraph  1  of
   Schedule 1 to this Agreement;
       b)  the  term  "eligible  expenditures" means  expenditures  in
   respect  of the reasonable cost of goods and services required  for
   the  Project  and to be financed out of the proceeds  of  the  Loan
   allocated  from  time  to  time  to  the  eligible  Categories   in
   accordance  with  the provisions of Schedule 1 to  this  Agreement;
   and
       c)  the term "Authorized Allocation" means an amount equivalent
   to  1,000,000  USD  to  be  withdrawn from  the  Loan  Account  and
   deposited  in the Special Account pursuant to paragraph  3  "a"  of
   this Schedule.
       2.   Payments  out  of  the  Special  Account  shall  be   made
   exclusively  for  eligible  expenditures  in  accordance  with  the
   provisions of this Schedule.
       3. After the Bank has received evidence satisfactory to it that
   the  Special  Account  has  been duly opened,  withdrawals  of  the
   Authorized  Allocation and subsequent withdrawals to replenish  the
   Special Account shall be made as follows:
       a)  For  withdrawals of the Authorized Allocation, the Borrower
   shall  furnish to the Bank a request or requests for a  deposit  or
   deposits  which  do  not  exceed  the  aggregate  amount   of   the
   Authorized  Allocation. On the basis of such request  or  requests,
   the  Bank shall, on behalf of the Borrower, withdraw from the  Loan
   Account  and deposit in the Special Account such amount or  amounts
   as the Borrower shall have requested.
       b)  i)  For replenishment of the Special Account, the  Borrower
   shall  furnish to the Bank requests for deposits into  the  Special
   Account at such intervals as the Bank shall specify.
       ii)  Prior to or at the time of each such request, the Borrower
   shall  furnish  to  the  Bank  the  documents  and  other  evidence
   required  pursuant to paragraph 4 of this Schedule for the  payment
   or  payments in respect of which replenishment is requested. On the
   basis  of  each  such request, the Bank shall,  on  behalf  of  the
   Borrower,  withdraw  from the Loan Account  and  deposit  into  the
   Special  Account such amount as the Borrower shall  have  requested
   and  as  shall have been shown by said documents and other evidence
   to  have  been  paid  out  of  the  Special  Account  for  eligible
   expenditures.
       All  such deposits shall be withdrawn by the Bank from the Loan
   Account  under  the  respective eligible  Categories,  and  in  the
   respective  equivalent  amounts, as shall have  been  justified  by
   said documents and other evidence.
       4.  For  each  payment made by the Borrower out of the  Special
   Account,  the  Borrower  shall, at such  time  as  the  Bank  shall
   reasonably  request, furnish to the Bank such documents  and  other
   evidence  showing  that  such  payment  was  made  exclusively  for
   eligible expenditures.
       5.  Notwithstanding  the  provisions of  paragraph  3  of  this
   Schedule,  the Bank shall not be required to make further  deposits
   into the Special Account:
       a)  if,  at any time, the Bank shall have determined  that  all
   further  withdrawals should be made by the Borrower  directly  from
   the Loan Account in accordance with the provisions of Article V  of
   the  General Conditions and paragraph "a" of Section 2.02  of  this
   Agreement; or
       b)  once the total unwithdrawn amount of the Loan allocated  to
   the  eligible  Categories,  less  the  amount  of  any  outstanding
   special  commitment  entered into by the Bank pursuant  to  Section
   5.02  of the General Conditions with respect to the Project,  shall
   equal  the  equivalent  of  twice  the  amount  of  the  Authorized
   Allocation.
       Thereafter,  withdrawal from the Loan Account of the  remaining
   unwithdrawn   amount  of  the  Loan  allocated  to   the   eligible
   Categories  shall follow such procedures as the Bank shall  specify
   by  notice to the Borrower. Such further withdrawals shall be  made
   only  after  and  to  the  extent that the  Bank  shall  have  been
   satisfied  that  all  such  amounts remaining  on  deposit  in  the
   Special  Account as of the date of such notice will be utilized  in
   making payments for eligible expenditures.
       6.  a)  If the Bank shall have determined at any time that  any
   payment  out of the Special Account: i) was made for an expenditure
   or  in  an  amount  not eligible pursuant to paragraph  2  of  this
   Schedule;  or  ii) was not justified by the evidence  furnished  to
   the  Bank, the Borrower shall, promptly upon notice from the  Bank:
   A)  provide such additional evidence as the Bank may request; or B)
   deposit  into  the  Special  Account (or,  if  the  Bank  shall  so
   request, refund to the Bank) an amount equal to the amount of  such
   payment  or  the  portion  thereof not so  eligible  or  justified.
   Unless  the Bank shall otherwise agree, no further deposit  by  the
   Bank into the Special Account shall be made until the Borrower  has
   provided such evidence or made such deposit or refund, as the  case
   may be.
       b)  If  the  Bank shall have determined at any  time  that  any
   amount  outstanding in the Special Account will not be required  to
   cover  further  payments  for eligible expenditures,  the  Borrower
   shall, promptly upon notice from the Bank, refund to the Bank  such
   outstanding amount.
       c)  The  Borrower may, upon notice to the Bank, refund  to  the
   Bank  all  or  any portion of the funds on deposit in  the  Special
   Account.
       d)  Refunds to the Bank made pursuant to paragraphs 6 "a",  "b"
   and  "c" of this Schedule shall be credited to the Loan Account for
   subsequent  withdrawal or for cancellation in accordance  with  the
   relevant  provisions  of  this  Agreement,  including  the  General
   Conditions.
   
   

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