Research and development of mathematical model of optimum distribution of resources (basically financial) for maintenance of the new (raised) quality (reliability) of complex system concerning, which the decision on its re-structuring is accepted, is stated. The final model gives answers (algorithm of calculation) to questions: how many elements of system to allocate on modernization, which elements, up to what level of depth modernization of each of allocated is necessary, and optimum answers are by criterion of minimization of financial charges.