EXECUTION VERSION

Dated 11 July 2012

B&N BANK (JOINT-STOCK COMPANY)

(as Guarantor)

DEED OF GUARANTEE

Relating to a U.S.$300,000,000 EURO-COMMERCIAL PAPER PROGRAMME unconditionally and irrevocably guaranteed by

B&N BANK (JOINT-STOCK COMPANY)

Ducat III, Gasheka street 6, Suite 510, Floor 5

Moscow 125047, Russia Tel.: +7 495 785 1234 Fax: +7 495 785 1235

(i)

Table of Contents

1 Interpretation ......................................................................................................................... 1 2 Guarantee and Indemnity ....................................................................................................... 2 3 Taxes and Withholdings ......................................................................................................... 3 4 Preservation of Rights ........................................................................................................... 4 5 Deposit of Guarantee ............................................................................................................. 6 6 Stamp Duties .......................................................................................................................... 6 7 Benefit of Guarantee .............................................................................................................. 6 8 Partial Invalidity .................................................................................................................... 6 9 Notices ................................................................................................................................... 6 10 Currency Indemnity ............................................................................................................... 7 11 Third Party Rights ................................................................................................................. 7 12 Fees ........................................................................................................................................ 7 13 Counterparts........................................................................................................................... 7 14 No Recourse against any Director or Officer of the Issuer .................................................... 7 15 Non Petition ........................................................................................................................... 7 16 Governing Law and Jurisdiction ............................................................................................ 8

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THIS DEED OF GUARANTEE is made on 11 July 2012

BY:

B&N BANK (JOINT-STOCK COMPANY) as guarantor ("B&N Bank" or "Guarantor")

IN FAVOUR OF:

(1) THE HOLDERS for the time being and from time to time of the Notes referred to below (each a "Noteholder" or the "holder" of a Note); and

(2) THE ACCOUNTHOLDERS (as defined below) (together with the Noteholders, the "Beneficiaries" and, each a "Beneficiary").

WHEREAS:

(A) B&N Finance Limited (the "Issuer") as issuer, has established a euro-commercial paper programme (the "Programme") for the issuance of notes (the "Notes") to be sold outside the United States to non-US persons pursuant to Regulation S of the Securities Act, in connection with which it has entered into a dealer agreement dated 11 July 2012 (the "Dealer Agreement") with B&N Bank (Joint-Stock Company) as guarantor (the "Guarantor"), the arrangers (the "Arrangers") and the dealers (the "Dealers") named therein and an issue and paying agency agreement dated 11 July 2012 (the "Agency Agreement") with the Guarantor, The Bank of New York Mellon, London Branch (the "Issue Agent" and the "Principal Paying Agent") and the other agents named therein.

(B) Each issue of Notes by the Issuer will be represented initially by a Note in global form (each a "Global Note") which will be exchangeable for Notes in definitive form (each a "Definitive Note") only in the limited circumstances specified in the relevant Global Note.

(C) Each Global Note will be delivered to a depositary or a common depositary for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or to a depositary for any other clearing system as may be agreed from time to time between the Issuer, the Guarantor, the relevant Dealer(s) and the Issue Agent (as such terms are defined below).

(D) The Issuer has, in relation to the Notes issued by it, insofar as such Notes are represented by a Global Note, entered into a deed of covenant (as amended, supplemented and/or restated from time to time, the "Deed of Covenant") dated on or about the date hereof.

(E) The Guarantor has agreed herein to guarantee the payment of all sums expressed to be payable from time to time by the Issuer (i) to the Noteholders in respect of any Notes issued by it and (ii) to the Accountholders under the Deed of Covenant.

THIS DEED OF GUARANTEE WITNESSES as follows:

1 Interpretation

1.1 Definitions:

All terms and expressions which have defined meanings in the Dealer Agreement or the Agency Agreement shall have the same meanings in this Deed of Guarantee except where the context requires otherwise or unless otherwise defined herein. In addition, in this Deed of Guarantee the following expressions have the following meanings:

"Accountholder" means any accountholder with a Clearing System which at the Determination Date has credited to its securities account with such Clearing System one or more Entries in respect of a Global Note, except for any Clearing System in its capacity as an accountholder of another Clearing System;

"Business Day" has the meaning assigned to it in the Agency Agreement;

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"Clearing System" means each of Euroclear, Clearstream, Luxembourg and/or any other recognised clearing system as may be agreed from time to time in relation to any Notes to be represented by a Global Note between the Issuer, the Guarantor, the relevant Dealer(s) and the Issue Agent;

"Determination Date" means, in relation to any Global Note, the date on which such Global Note becomes void in accordance with its terms;

"Direct Rights" means the rights referred to in Clause 2.1 of the Deed of Covenant;

"Entry" means, in relation to a Global Note, any entry which is made in the securities account of any Accountholder with a Clearing System in respect of Notes represented by such Global Note; and

"Person" means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality.

1.2 Clauses

Any reference in this Deed of Guarantee to a Clause is, unless otherwise stated, to a clause hereof.

1.3 Other agreements

All references in this Deed of Guarantee to an agreement, instrument or other document (including the Dealer Agreement and the Agency Agreement) shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time.

1.4 Legislation

Any reference in this Deed of Guarantee to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.5 Headings

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Deed of Guarantee.

2 Guarantee and Indemnity

2.1 The Guarantor hereby unconditionally and irrevocably guarantees:

(a) to each holder of a Note that if the Issuer does not pay any sum payable by it in respect of such Note (including principal, interest, any premium or any other amounts of whatever nature or additional amount which may become payable under such Note) by the time and on the date specified for such payment (whether on the normal due date, on acceleration or otherwise), the Guarantor will pay that sum to such Noteholder, in the manner and currency prescribed by such Note, before close of business on that date in the city to which payment is so to be made; and

(b) to each Accountholder that if the Issuer does not pay any sum payable by it to such Accountholder in respect of the Direct Rights by the time and on the date specified for such payment (whether on the normal due date, on acceleration or otherwise), the Guarantor will pay that sum to such Accountholder, in the manner and currency prescribed pursuant to the Deed of Covenant, before close of business on that date in the city to which payment is so to be made.

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2.2 As separate, independent and alternative stipulations, the Guarantor unconditionally and irrevocably agrees (1) that any sum that, although expressed to be payable by the Issuer under this Deed of Guarantee, the Notes or the Deed of Covenant, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor or any Noteholder or Accountholder) not recoverable from the Guarantor on the basis of a guarantee shall nevertheless be recoverable from it as if it were the sole principal obligor and shall be paid by it to each Beneficiary and shall be payable (i) at such time and in the manner and currency as is provided for in such Note (as the case may be) in respect of payments under the Notes and (ii) on demand in writing (which demand shall be accompanied by evidence of the Beneficiary’s entitlement to make such demand) in respect of all other payments under the Deed of Covenant or this Deed of Guarantee and (2) as a primary obligation to indemnify each Noteholder and each Accountholder against any loss suffered by it as a result of any sum expressed to be payable by the Guarantor or the Issuer under this Deed of Guarantee, the Notes or Deed of Covenant not being paid on the date and otherwise in the manner specified in such Note, this Deed of Guarantee or the Deed of Covenant (as the case may be) or any payment obligation of the Guarantor or the Issuer under this Deed of Guarantee, the Notes or the Deed of Covenant being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to any Noteholder or any Accountholder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum.

3 Taxes and Withholdings

All payments by or on behalf of the Guarantor in respect of the Notes and the Direct Rights under this Deed of Guarantee shall be made without set off, counterclaim, fees, liabilities or similar deduction, and free and clear of and without withholding of or deduction for or on account of any present or future taxes, levies, duties, assessments or governmental charges of whatsoever nature now or hereafter imposed, collected, withheld, assessed or levied by or on behalf of any tax jurisdiction (each a "Relevant Jurisdiction") or any political sub-division thereof or by any authority therein or thereof having power to tax, unless the Guarantor is required by law to withhold or deduct any such taxes, duties, assessments or governmental charges. In that event, the Guarantor shall increase the amounts payable as shall be necessary in order that the net amounts received by the relevant Beneficiaries after such withholding or deduction shall equal the respective amounts which would have been received in respect of the Notes and/or the Direct Rights, as the case may be, in the absence of such withholding or deduction, except that no such additional amount shall be payable to any Beneficiary:

(a) who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or such Direct Rights, as the case may be, by reason of his having some connection with the Relevant Jurisdiction other than the mere holding of such Note or having the benefit of the Deed of Covenant, as the case may be; or

(b) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(c) who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union;

(d) more than 30 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that such Beneficiary would have been entitled to such additional amount if payment had been made on the last day of such period of 30 days; or

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(e) who would not be subject to such deduction or withholding if he were to comply with any certification, identification or other reporting requirements concerning nationality or residence or any connection with the jurisdiction imposing the taxes, duties assessments or governmental charges.

4 Preservation of Rights

4.1 As between the Guarantor and the Beneficiaries, but without affecting the Issuer’s obligations, the Guarantor will be liable hereunder as if it were the sole principal obligor and not merely a surety. Accordingly, the Guarantor shall not be discharged, nor shall its liability be affected, by anything that would not discharge it or affect its liability if it were the sole principal obligor, including:

(a) the winding-up, liquidation, bankruptcy, examinership, moratorium, dissolution, amalgamation, reconstruction or reorganisation of the Issuer or analogous proceeding in any jurisdiction or any change in its status, function, control or ownership; or

(b) the illegality, invalidity or unenforceability of or any defect in any provision of this Deed of Guarantee, the Notes, the Deed of Covenant or any of the Issuer’s obligations under any of them; or

(c) any time, indulgence, waiver or consent at any time being granted or agreed to be granted to the Issuer or any other person; or

(d) any amendment to any other provisions of this Deed of Guarantee or to the terms and conditions of the Notes or to the Deed of Covenant or any security or other guarantee or indemnity; or

(e) the enforcement or absence of enforcement of this Deed of Guarantee, the Deed of Covenant, the Notes or of any security or other guarantee or indemnity; or

(f) the making or absence of any demand of the Issuer or any other person for payment; or

(g) any other act, event or omission which, but for this sub-clause, might operate to discharge, impair or otherwise affect the obligations expressed to be assumed by the Guarantor herein or any of the rights, powers or remedies conferred upon the Beneficiaries or any of them by this Deed of Guarantee or by law.

4.2 The Guarantor’s obligations under this Deed of Guarantee are and will remain in full force and effect by way of continuing security until no sum remains payable under the Notes or the Deed of Covenant. Furthermore, those obligations of the Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Guarantor or otherwise, and may be enforced without first having recourse to the Issuer, any other person, any security or other guarantee or indemnity. Save for the written demands required pursuant to this Deed of Guarantee, the Guarantor irrevocably waives all notices and demands of any kind.

4.3

(a) Any settlement or discharge between the Guarantor and the Beneficiaries or any of them shall be conditional upon no payment to the Beneficiaries or any of them by the Issuer or any other person on behalf of the Issuer being avoided or reduced by virtue of any provisions or enactments, or laws relating to bankruptcy, insolvency, examinership, liquidation or similar laws of general appreciation for the time being in force and, in the event of any such payment being so avoided or reduced, the Beneficiaries shall each be entitled to recover the amount by which such payment is so avoided or reduced from the Guarantor subsequently as if such settlement or discharge had not occurred.

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(b) Each Beneficiary may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

(c) The Guarantor shall on demand indemnify each Beneficiary against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer under this Deed of Guarantee, the Deed of Covenant or the Notes and shall in any event pay to it on demand the amount as refunded by it.

4.4 No Beneficiary shall be obliged before exercising any of the rights, powers or remedies conferred upon it by this Deed of Guarantee or by law:

(a) to make any demand of the Issuer, other than the presentation of the relevant Note; or

(b) to take any action or obtain judgment in any court against the Issuer; or

(c) to make or file any claim or proof in a winding-up, examinership or dissolution of the Issuer,

and, save as provided elsewhere herein, the Guarantor hereby expressly waives presentment, demand, protest, and notice of dishonour in respect of each Note.

4.5 The Guarantor agrees that, so long as any sums are owed by the Issuer in respect of any Notes issued by it or under the Deed of Covenant or the Issuer is under any other actual or contingent obligation thereunder or in respect thereof, the Guarantor shall not exercise any right which it may at any time have by reason of performance by it of its obligations hereunder:

(a) to be indemnified by the Issuer; and/or

(b) to be subrogated to the rights of any Beneficiary against the Issuer (including, but not limited to, taking the benefit of, or enforcing any security or other guarantee or indemnity) in respect of amounts paid by it under this Deed of Guarantee; and/or

(c) to claim, rank, prove or vote as a creditor of the Issuer or its estate in competition with any Beneficiary (or any trustee or agent on its behalf); and/or

(d) to receive, claim or have the benefit of any payment, distribution or security from or on account of the Issuer, or exercise any right of set-off as against the Issuer.

4.6 The Guarantor undertakes that its obligations hereunder will constitute direct, unconditional and unsecured obligations and will at all times rank pari passu and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Guarantor from time to time.

4.7 The Guarantor represents and warrants to each Beneficiary that all necessary governmental consents and authorisations for the giving and implementation of this Deed of Guarantee (if any) have been obtained.

4.8 Until all amounts which may be or become payable by the Issuer under or in connection with any Notes and/or the Deed of Covenant have been irrevocably paid in full, each Beneficiary (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Beneficiary (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and the Guarantor shall not be entitled to the benefit of the same; and

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(b) hold in a suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Deed of Guarantee, without liability to pay interest on those moneys.

5 Deposit of Guarantee

This Deed of Guarantee shall be deposited with and held by the Principal Paying Agent until the date on which all the obligations of the Issuer and the Guarantor under or in respect of any Notes issued by the Issuer and the Deed of Covenant have been discharged in full following which this Deed of Guarantee shall be promptly returned to the Guarantor. The Guarantor hereby acknowledges the right of every Beneficiary to the production of a copy of this Deed of Guarantee.

6 Stamp Duties

The Guarantor shall pay all stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable on or in connection with the execution, delivery and performance of this Deed of Guarantee and shall indemnify each Beneficiary against any claim, demand, action, liability, damage, cost, loss or expense which such Beneficiary incurs as a result or arising out of or in relation to any failure to pay or delay in paying any of the same.

7 Benefit of Guarantee

7.1 This Deed of Guarantee shall take effect as a deed poll for the benefit of the Beneficiaries from time to time.

7.2 This Deed of Guarantee shall enure to the benefit of each Beneficiary and its (and any subsequent) successors and assigns, each of which shall be entitled severally to enforce this Deed of Guarantee against the Guarantor.

7.3 The Guarantor shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder, except with the consent of all of the Beneficiaries. Each Beneficiary shall be entitled to assign all or any of its rights and benefits hereunder contemporaneously with the transfer of its rights under the Deed of Covenant and the Notes.

8 Partial Invalidity

If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby.

9 Notices

9.1 All notices, demands under Clause 2 and other communications hereunder shall be made in writing (by letter, email or fax) and shall be sent to the Guarantor at:

B&N Bank (Joint-Stock Company) 5a Grodnenskaya str. 121471 Moscow, Russia Fax: + 7 495 755 50 81 Email: fin_inst@binbank.ru Email: ikomarova@binbank.ru Email: akozhushko@msk.binbank.ru Email: yamrosiev@msk.binbank.ru Attention: Irina Komarova

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9.2 Any such notice or other communication sent in accordance with Clause 9.1 shall take effect, in the case of a letter, upon receipt by the addressee, in the case of fax, at the time of despatch if a correct, error-free transmission report is received, in the case of email, 24 hours after the time of despatch and subject to receipt thereto in legible form; provided that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day, shall not take effect until 10.00 a.m. on the immediately succeeding business day at the place of the addressee.

10 Currency Indemnity

If, under any applicable law and whether pursuant to a judgment being made or registered against the Guarantor or in the liquidation, insolvency or analogous process of the Guarantor or for any other reason, any payment under or in connection with this Deed of Guarantee is made or falls to be satisfied in a currency (the "other currency") other than that in which the relevant payment is expressed to be due (the "required currency") under this Deed of Guarantee, then, to the extent that the payment (when converted into the required currency at the rate of exchange on the date of payment or, if it is not practicable for the Beneficiaries to purchase the required currency with the other currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process, at the rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the Beneficiaries falls short of the amount due under the terms of this Deed of Guarantee, the Guarantor undertakes that it shall, to the extent permitted by applicable law, as a separate and independent obligation, upon written demand, indemnify and hold harmless the Beneficiaries against the amount of such shortfall. For the purpose of this clause "rate of exchange" means the rate at which the Beneficiaries are able on the London foreign exchange market on the relevant date to purchase the required currency with the other currency and shall take into account any premium and other reasonable costs of exchange.

11 Third Party Rights

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed of Guarantee.

12 Fees

The Guarantor agrees that it shall not charge any fees in relation to the giving of this Guarantee.

13 Counterparts

This Deed of Guarantee may be executed in any number of counterparts, each of which shall be deemed an original. The Guarantor may enter into this Deed of Guarantee by signing any such counterpart.

14 No Recourse against any Director or Officer of the Issuer

The Guarantor shall have no recourse against any director or officer of the Issuer in respect of any obligations, covenants or agreement entered into or made by the Issuer in respect of the Notes, except, subject as set out herein, to the extent that any such person acts in bad faith or is negligent in the context of its obligations.

15 Non Petition

The Guarantor (nor any other person acting on behalf of any such party) shall not be entitled at any time to institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, examinership, reorganisation, arrangement, insolvency, winding-up or liquidation

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proceedings or other proceedings under any applicable bankruptcy or similar law in connection with any obligations of the Issuer relating hereto save for lodging a claim in the liquidation of the Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer.

16 Governing Law and Jurisdiction

16.1 Governing law This Deed of Guarantee and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law.

16.2 Jurisdiction The Guarantor irrevocably agrees that any dispute arising out of or in connection with this Deed of Guarantee, including a dispute as to the validity, existence or termination of this Deed of Guarantee or the consequences of its nullity and/or this Clause 16.2 (a "Dispute"), shall be resolved:

16.2.1 subject to sub-clause 16.2.2 below, by arbitration in London, England, conducted in the English language by three arbitrators, in accordance with the LCIA Rules, which rules are deemed to be incorporated by reference into this Clause, save that Article 5.6 of the LCIA Rules shall be amended as follows: unless the parties agree otherwise, the third arbitrator, who shall act as chairman of the tribunal, shall be nominated by the two arbitrators nominated by or on behalf of the parties. If he is not so nominated within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, he shall be chosen by the LCIA. The parties agree to exclude the jurisdiction of the English courts under sections 45 and 69 of the Arbitration Act 1996; or

16.2.2 at the option of either a Beneficiary or the Guarantor, instead of by arbitration, by court proceedings. Without prejudice to their rights to bring proceedings, pursuant to this option, in any court of competent jurisdiction, the parties agree that the courts of England shall have non-exclusive jurisdiction. Any election to refer the Dispute to courts rather than to arbitration must be made by notice in writing, if by a Claimant, instead of commencing arbitration, or if by a Respondent, within 30 days of service on it of the Request for Arbitration.

16.3 Appropriate forum The Beneficiaries and the Guarantor irrevocably waive any objection which they might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Dispute, and agree not to claim that any such court is not a convenient or appropriate forum.

16.4 Guarantor’s process agent The Guarantor irrevocably appoints Jordans International Limited (the "Guarantor’s Agent"), 20-22 Bedford Row, London, WC1K 4JS, United Kingdom, as its agent to accept service of process in England in any Dispute (whether that Dispute is to be resolved by arbitration or litigation), provided that:

16.4.1 service upon the Guarantor’s Agent shall be deemed valid service upon the Guarantor whether or not the process is forwarded to or received by the Guarantor;

16.4.2 the Guarantor shall inform all other parties to this Deed of Guarantee, in writing, of any change in the address of the Guarantor’s Agent within 28 days of such change;

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16.4.3 if the Guarantor’s Agent ceases to be able to act as a process agent or to have an address in England, the Guarantor irrevocably agrees to appoint a new process agent in England and to deliver to the Beneficiaries within 14 days a copy of a written acceptance of appointment by the new process agent; and

16.4.4 nothing in this Deed of Guarantee shall affect the right to serve process in any other manner permitted by law.

16.5 Consent to enforcement The Guarantor consents generally in respect of any proceedings to the giving of any relief or the issue of any process in connection with such proceedings including (without limitation) the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which is made or given in such proceedings.

16.6 Waiver of immunity To the extent the Guarantor may, in relation to any Dispute, claim in any jurisdiction, for itself or its assets or revenues, immunity from the jurisdiction of any court or tribunal, service of process, injunctive or other interim relief, or any process for execution of any award or judgment against its property, the Guarantor irrevocably waives such immunity.

IN WITNESS whereof this Deed of Guarantee has been executed by the Guarantor and is intended to be and is hereby delivered on the date first before written.