Correspondent Account

10

CORRESPONDENT ACCOUNT

AGREEMENT

№ ______

Minsk / “ ”______20__

Joint Stock Company “Belagroprombank” (hereinafter referred to as the “Bank”), hereby legally represented by ______, acting on the basis of ______, on the one part, and ______(hereinafter referred to as the “Correspondent”), hereby legally represented by ______, acting on the basis of ______, on the other part, (together hereinafter referred to as the “Parties”), have concluded this Agreement (hereinafter referred to as the “Agreement”) on the following:

1. SUBJECT OF AGREEMENT

1.1. In accordance with the terms and conditions of the Agreement, the Bank undertakes to open in its books Correspondent account No.______in ______(hereinafter referred to as the “Account”) in the name of the Correspondent, for keeping its currency funds and (or) crediting the Account with the currency funds received in favour of the Correspondent, and upon request by the Correspondent to remit and pay the required currency funds from the Account in the order, stipulated by the legislation of the Republic of Belarus.

2. Procedures to OPEN THE account

2.1. In order to make banking transactions, the Bank shall open the Account in the name of the Correspondent, not later than on the business day following the date on which all the necessary documents are received and the Agreement is signed by the Parties, and inform the Correspondent in writing on the date of the opening of the Account and the Account number assigned.

2.2. To open the Account, the Correspondent shall provide the Bank with the following documents:

2.2.1. Account Opening Application, signed by the person authorized to open accounts. Application may be executed in the form of tested teletransmission message.

2.2.2. Copy of the license on conducting of banking activities and copies of founding documents on the base of which the Correspondent acts.

The non-resident Correspondent should submit copy of the license on conducting of banking activities, founding documents under which he acts, executed with regard to requirements of Clause 2.3 of the Agreement.

2.2.3. Copy of the document on the state registration (re-registration) or copy of the extract from the Trade Register, issued by the country in which the Correspondent institution is registered, or other equal evidence of legal status in accordance with the legislation of the country of its foundation (the date of issue of such document should be not later than a year before submission of the Account Opening Application).

2.2.4. Truly notarized Card with samples of seal and signatures of the Correspondent’s authority entitled to operate the Account, or the List of authorized signatures of the persons entitled to operate the Account, in form acceptable in the international banking practice.

2.2.5. The non-resident Correspondent should submit document confirming the permission given by the National (Central) Bank of the state to which the non-resident Correspondent belongs, for opening the account, if the Agreement on payment management concluded between the National Bank of the Republic of Belarus and the National (Central) Bank of Correspondent's country contains a requirement for that document.

2.2.6. Questionnaire for financial institutions.

2.2.7. Other documents to be provided according to the legislation of the Republic of Belarus.

2.3. Unless otherwise set forth in the international agreement of the Republic of Belarus, the documents and (or) their copies, presented into the Bank by non-resident Correspondent, being issued, made and (or) certified in due form by competent authorities of foreign states outside the Republic of Belarus in accordance with the legislation of foreign states, shall be accepted by the Bank only if they are legalized or apostilled.

Documents and (or) their copies, being presented into the Bank by non-resident Correspondent, which are made in foreign language should be supplemented with the duly certified translation to one of the state languages of the Republic of Belarus.

2.4 Copies of the documents stated in Clause 2.2.2 and Clause 2.2.3 of the Agreement, submitted by the Correspondent, should be either certified and sealed by the Correspondent’s authorized person, or notarized.

3. ACCOUNT OPERATING MODE

3.1. The Bank performs the following transactions on the Account:

crediting the Account by transfer in favour of the Correspondent and its clients;

debiting the Account and making bank transfers.

Other Account transactions (including foreign currency cash transactions) may be made, in case if the Parties conclude additional written agreements, which specify fulfilment of those transactions.

3.2. All the Account transactions shall be made under payment instructions (payment orders, advices, account statements (hereinafter referred to as the “Payment instructions”)), received by the Bank from the Correspondent, other banks and the Bank’ clients, and properly executed in compliance with:

requirements of the legislation of the Republic of Belarus,

requirements of the legislation of the countries taking part in effecting settlements and requirements of the banks taking part in effecting settlements.

3.3. The Parties use SWIFT as the main channel of communication to transfer Payment instructions. In case of impossibility to use the Party’s main channel of communication, upon preliminary mutual written coordination, Telex is used as alternative.

3.4. Payment instructions, as well as any other documents transferred by SWIFT/ Key Tested Telex should be recognized by the Parties as equal to original printed on paper documents being signed by authorized persons and sealed by stamp of the relevant Party, and having evidential effect at court.

3.5. The Parties accept responsibility for authenticity of the Payment instructions, mutually sent by SWIFT, Telex using tested keys.

3.6. The order of crediting the Account is the following:

3.6.1. The Bank shall credit the Account on the very same day if it receives Payment instructions till cut-off time of 4.30 p.m. of Minsk time, and on the following banking day if it receives Payment instructions after cut-off time of 4.30 p.m. of Minsk time, unless other schedule time is set up for Payment instructions in agreements with clients and other correspondent banks.

3.6.2. Until cut-off time of 5.00 p.m. of Minsk time of the value date, the Bank shall provide the Correspondent with the credit advice confirming in details that the Account has been credited, except for the transactions initiated by the Correspondent.

3.7. The order of debiting the Account and making bank transfers is the following:

3.7.1. The Account shall be debited, based on the Correspondent's payment orders within the current balance of the Account with regard to receipt of funds during the terms provided by Clauses 3.7.2 – 3.7.4 of the Agreement.

Debiting of the funds deposited on the Account without the Correspondent’s payment orders is permitted in the cases and in the order established by the legislation of the Republic of Belarus, by the Agreement, as well as by credit agreements and other agreements signed between the Correspondent and the Bank.

3.7.2. The Correspondent’s payment orders for international transfers (outside the Republic of Belarus) are executed by the Bank on the current transaction day if they are accepted by the Bank:

until cut-off time of 2.00 p.m. of Minsk time in US dollars and Euro;

until cut-off time of 2.00 p.m. of Minsk time in Russian rubles and other types of limited convertible currencies (hereinafter freely convertible currency and limited convertible currency are defined according to the list approved by the National Bank of the Republic of Belarus).

Payment orders accepted for execution by the Bank after the specified time are executed on the next transaction day.

The Correspondent’s payment orders for international transfers in other types of freely convertible currency (other than US dollars and Euro), accepted for execution by the Bank until cut-off time of 4.00 p.m. of Minsk time of the current transaction day, are executed on the next transaction day; those accepted after 4.00 p.m. of Minsk time – on the second transaction day after the day of acceptance.

When executing payment orders for international transfers, the term "transaction day" means the banking day being at the same time the business day for banks of the Republic of Belarus and for non-resident banks (payment systems of foreign states), participating in settlements.

3.7.3. The Correspondent’s payment orders for domestically transfers (by nostro accounts opened by the Bank with the authorized banks of the Republic of Belarus), accepted by the Bank until cut-off time of 1.30 p.m. of Minsk time are executed on the same transaction day, if accepted after that time – on the following transaction day.

3.7.4. The Correspondent’s payment orders for making internal (in-bank) transfers (to beneficiaries’ accounts, opened directly in the Bank’s books, including loro accounts of the authorized banks of the Republic of Belarus), accepted by the Bank until cut-off time of 4.00 p.m. of Minsk time are executed on the same transaction day, if accepted after that time – on the following transaction day.

3.7.5. In case the Correspondent’s payment orders indicate a later date of value than the date of receipt of the payment orders, then they are executed on the indicated value date.

3.7.6. The Bank shall send to the Correspondent notifications on impossibility to execute the payment orders on the reasons, stipulated by Clause 5.2 of this Agreement until cut-off time of 5.00 p.m. of Minsk time of the transaction day of receiving the payment orders (value date as per the payment orders).

3.8. On Friday and on holiday eve in the Republic of Belarus the period of time for reception and execution of payment orders, for sending of notifications in accordance with Clause 3.7.6 of the Agreement as well as for crediting the Account with current value date shall be shortened by one hour.

3.9. At the close of transaction day, if any transactions there have been on the Account, the Bank shall send an Account statement to the Correspondent, cut-off time being 10.00 a.m. (Minsk time) of the following business day. If the Correspondent has not presented any objections during 10 (ten) calendar days beginning from the day of receiving, then the statement shall be considered to be confirmed.

3.10. The Order of payment of the Bank’s services is the following*:

3.10.1. The Bank shall charge payment for maintenance of the Account and performing transactions on the Account in accordance with the Collection of payment (fees) for transactions performed by JSC “Belagroprombank” (hereinafter referred to as “Collection of payment”).

The Bank shall charge the payment independently, by debiting the Account on the day of executing transactions, without any further Correspondent’s payment orders.

3.10.1. The Bank shall charge payment for performing transactions on the Account in accordance with the Collection of payment (fees) for the transactions conducted by JSC “Belagroprombank” (hereinafter referred to as “Collection of payment”).

The Bank shall charge subscription fee for the Account maintenance in accordance with Collection of payment, while fee charges for the credit notes and the Account statement in the course of commitment of transactions not being charged. The Bank collect subscription fee independently in the last business day of the month without any additional Payment orders of the Correspondent.

The payment for performing transactions on the Account is collected by the Bank independently, by debiting the Account on the day of executing transactions, without any further Correspondent’s payment orders.

3.10.2. The Bank is entitled unilaterally insert amendments into the Collection of payment currently in force upon reasonable notice of the Correspondent at least 10 (ten) calendar days before the amendments are put into effect.

3.11. Bank shall pay monthly interest to the Correspondent on the last business day of the fiscal month, while the interest being calculated on the balance of Account based on the daily balances at the end of the day in the currency of the Account, the number of days is taken as conditional 360 per year (30 per month, from 1 to 30 date inclusive). Interest rate is set by the Bank unilaterally and delivered in writing to the Correspondent simultaneously with opening the Account.

Interest rate applied, frequency of accrual of interest, order and terms of its payment may be changed by the Bank unilaterally, nevertheless, with obligatory written notification of the Correspondent at least 3 (three) business days prior to the entry into force.

______

* The Agreement includes one of the proposed revisions of subclause 3.10.1 to be chosen at the discretion of the Correspondent depending on the system of charging.

If the Bank is obliged by the legislation of the Republic of Belarus to withhold taxes and/or other compulsory payments in favour of state from proceeds due to Correspondent, the Bank is entitled to make such withholdings. In this case, the amount of income due to the Correspondent decreases for the withheld deductions. The taxation of income of the Correspondent received under Agreement, will be carried out according to agreement on avoidance of double taxation and the prevention of fiscal evasion concerning taxes on the income and property, in force between the Republic of Belarus and the country of residence of the Correspondent, as well as with regard to the norms of the national legislation of the Republic of Belarus and the country of the Correspondent.

For the purposes of application of the present Agreement, the Parties assure that there are actually entitled to get any income received by them under the Agreement.