**Exhibit 4.23.2**

###### APPENDIX NO. 1to Agreement(Form 2)No. 34-06-03 dated February 22, 2006

**AGREEMENT**
| City of _____________ |   | Date:_______________200_ |
|-----------------------|--------|--------------------------|
|                  |   |                     |

 

Rostelecom,Open Joint-Stock Company for Long-Distance and International Telecommunications(License for provision of long-distance and international telecommunications No. 29777dated 11.12.2003, represented by __________________________ “__________________________”,acting on behalf of and commissioned by OAO Rostelecom on the grounds of theagreement concluded between _________________, and OAO Rostelecom, No. _______dated _______ hereinafter referred to as “Rostelecom”, represented by_____________________________ , authorized to act by Power of Attorney dated______________ No. ________________, on the one part, and

hereinafterreferred to as the “Operator”represented by                                                                                                              ______________________________________, authorized to act by__________________________________________ on the other part, have concludedthe following Agreement:

**1.**                            Terms and Definitions

Inthis Agreement the following terms and definitions have the following meaningsif not otherwise indicated by this Agreement:

1.1.                    “Agreement”means the Agreement including all Appendices, Revisions, Addenda and AdditionalAgreements.

1.2.                    “Operator’s numberingarea” means the numeration resource of the integrated telecommunicationsnetwork of the Russian Federation, allotted to the Operator, identified by thecode of the geographically determined numbering area.

1.3.                    “License ofRostelecom” means the long-distance and international telecommunicationslicense of OAO Rostelecom No. 29777 of 11.12.2003 on the grounds of whichRostelecom renders the Users its services.

1.4.                    “Accrued income”means payments to the Operator by the Users for the Services rendered byRostelecom to the Users in the corresponding month.

1.5.                    “Accounting period”means the period of one calendar month during which the telecommunications wererendered to the Users.

1.6.                    “Users” are thepersons, including the Operator’s users, ordering and/or using the Services viathe Operator.

1.7.                     “Billing period”means a calendar month following the Accounting period.

1.8.                    “Tariff” means theService unit cost charged to the User.

1.9.                    “Long-distancetelecommunications Tariff” means the Service unit cost charged to the User forthe long-distance telecommunication services.

1.10.              “Internationaltelecommunications Tariff” means the Service unit cost charged to the User forthe international telecommunication services.

1.11.              “Long-distancetelecommunications” means the services of telecommunications between the Usersof the Operator’s numbering area and the Users of other zones of thegeographically determined and undetermined numbering areas (including the Usersof other Operator’s numbering areas).

1.12.              “Internationaltelecommunications” means the services of telecommunications between the Usersof the Operator’s numbering area and the Users located on the territory ofanother country.

1.13.              “Services” meansjointly “Long-distance telecommunications” and “Internationaltelecommunications” rendered to the Users by Rostelecom.

1.14.               The “Parties”means jointly OAO Rostelecom and the “Operator”.

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**2.**                            Subject Matter of the Contract

2.1.                    Rostelecom commissions and the Operatorundertakes the obligation to fulfill for a consideration, on behalf of, and atthe expense of Rostelecom, legal and other actions indicated in paragraph3.3.1. hereunder concerning settlement of accounts with the Users for theServices rendered.

2.2.                    The Operator undertakes the obligation torender to Rostelecom the services indicated in paragraph 3.3.2. of theAgreement concerning settlement of accounts with the Users for the Servicesrendered, and Rostelecom is obliged to pay consideration for the Operator’sservices.

**3.**                            Obligations of the Parties

3.1.                    Rostelecom undertakes the responsibility:

### 3.1.1.           Inaccordance with Section 4 hereunder, to pay broker’s fee to the Operatorfor the performance of the actions indicated in paragraph 3.3.1. hereunder.

### 3.1.2.           Inaccordance with the procedure indicated in Section 9 hereunder, to coverthe Operator’s expenses incurred in connection with the fulfillment of theirobligations indicated in paragraph 3.3.1. hereunder, under the Agreement.

### 3.1.3.           Inaccordance with Section 4 hereunder, to pay consideration for the Operator’sservices indicated in paragraph 3.3.2. hereunder.

### 3.1.4.           Inorder to organize the claim and action proceedings by the Operator, inaccordance with paragraph 3.3.1.6. of the Agreement, to issue, if needed, apower of attorney for the Operator to represent the penaltys of Rostelecom incourt, with the right of power transfer.

### 3.1.5.           Toissue a power of attorney for the Operator to represent the penaltys ofRostelecom in court and in order to ensure the Operator’s invoicing managementin accordance with paragraph 3.3.1.5. of the Agreement, with the right ofdelegation of power.

### 3.1.6.           Toinform the Operator about the introduction of new Tariffs in accordance withthe procedure indicated in Section 7 hereunder.

### 3.1.7.           Toprovide information and documentation necessary for the fulfillment of thecommission and/or rendering of Services under the Agreement.

3.2.                    **Rostelecom has a right:**

### 3.2.1.           Tocontrol the accuracy of the fulfillment of the Agreement by the Operator on thegrounds of the Check-up procedure in accordance with Appendix No. 7.

### 3.2.2.           Todecrease the scope of the Operator’s obligations on the fulfillment of thecommission under the Agreement, with the corresponding decrease by the Partiesof the consideration for the commission and/or service rendered.

### 3.2.3.           Todemand from the Operator the transfer of the payments amounts due to Rostelecomfor the services rendered on the basis of the indications of the Operator’scommunication gear, calculating the volume of the services rendered.

3.3.                    **The Operator undertakes thefollowing obligations:**

### 3.3.1.           Toperform on behalf of, and at the expense of Rostelecom the following actions:

#### 3.3.1.1.           In the Billing periodto present (compose and provide) the bills on behalf of Rostelecom, for theServices rendered to the Users. The bills must be presented to the Users beforethe 12th day of the Billing period, indicating the total amount of payment andthe dates of rendering of each type of telecommunications, their volume and thecost of each service type, as well as the reminder that the User must pay forthe Services within 15 days from the moment of issue of the bill. The bills areissued to the Users on the basis of the indications of the Operator’s communicationgear. The bills for the Services rendered to the Users must be based on theTariffs set by Rostelecom, and taking into consideration the Tariff change byRostelecom within the context of one-time arrangements.

#### 3.3.1.2.           To receive on theiraccount amounts of payment from the Users for the Services rendered byRostelecom.

#### 3.3.1.3.           To recover debts of theUsers, arising in connection with nonpayment for the Services rendered,including the performance of claim and action proceedings against the Usersconnected with the payment for the Services rendered to the Users and connectedwith rendering of Services.

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### 3.3.1.4.           To manage invoicing in accordance with theprocedure indicated in Appendix No. 4 hereunder.

#### 3.3.1.5.           To perform the claimsand action proceedings with the Users upon the issues concerning the quality ofthe Services rendered to the Users by Rostelecom.

3.3.1.6.           To conclude agreementswith the Users — legal entities for the rendering of Services in accordancewith Appendix No. 11.

3.3.1.7.           To render informationand reference services to the Users.

### 3.3.2.           Torender the following services to Rostelecom:

#### 3.3.2.1.           To suspend the accessof the corresponding Users of the Operator to the Services until the completefulfillment of their obligations upon the Service payments. The Operator mustsuspend the access of the User to the Services of Rostelecom if the User failsto pay for the Services rendered to them by Rostelecom within more than 30 daysafter the expiry of the payment term, in accordance with Appendix No. 1hereunder.

#### 3.3.2.2.         To manage the billing(registration and tarification) of the Users’ outgoing long-distance andinternational calls. To perform the registration of the Services rendered tothe Users, with the help of their communication gear. By the Servicetarification, to apply the corresponding VAT rate in accordance with theprocedure indicated in Appendix No. 4 hereunder;

#### 3.3.2.3.           To organize and performthe delivery of the issued bills and invoices to the Users. To compose secondcopies of the invoices, to provide their storage for the period of 4 years fromthe date of issue. To provide the issue of second certified copies upon requestof Rostelecom or third parties in statutory cases within three (3) workingdays by fax and fifteen (15) working days by post upon receipt of thecorresponding demand.

#### 3.3.2.4.           To draw up and presentto Rostelecom the documentation for business accounting, taxation andstatistical purposes specified by the Agreement.

#### 3.3.2.5.           To provide the storageof the basic documents, namely, bills, invoices presented to the Users, billingdata in accordance with the current law and the Operator’s inner regulations ondocumentation storage terms, but no fewer than five years from the date ofissue. To present the originals or copies of the basic documents upon requestof Rostelecom or third parties in statutory cases within three (3) workingdays by fax and ten (10) working days by post upon receipt of thecorresponding demand.

#### 3.3.2.6.           To inform the Usersofficially about the Services and Tariffs in accordance with the current lawand the Operator’s notification regulations.

#### 3.3.2.7.           To draw up and presentto Rostelecom the documents indicated in Sections 1 and 2 of Appendix No. 4,as well as documents indicated in Appendix No. 10 of the Agreement, inaccordance with the procedure indicated in the mentioned Appendices.

### 3.3.3.           Topresent to Rostelecom reports on fulfillment of the commission in accordancewith the form specified in Appendix No. 3, within the terms and upon theconditions specified by the Agreement.

### 3.3.4.           Toprovide the fulfillment of the Users’ obligations for Rostelecom for Servicepayment in accordance with the procedure indicated in Section 5 hereunder.

### 3.3.5.           Tofulfill other obligations of the Operator specified by the Agreement and thecurrent law of the Russian Federation.

3.4.                    **The Operator has the followingrights:**

### 3.4.1.           Todemand the fulfillment by the Users of their obligations on Service payment. Toengage third parties for Service rendering.

### 3.4.2.           Toreceive from Rostelecom the information and documentation required for thefulfillment of the commission and/or rendering of the services under theAgreement.

3.5.                    **The Parties undertake thefollowing obligations:**

### 3.5.1.           Bythe fulfillment of the conditions of the Agreement - to be guided by thecurrent law of the Russian Federation.

3.5.2.           To maintain the confidential character of theconditions and provisions of the Agreement, as well as any physical, technical,economic and financial information concerning each of the Parties and thesubject of the Agreement (“Confidential information”), and not to divulge thelike information to third persons without the consent of the other Partyhereunder, excluding the cases when such divulgence is required in 

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accordancewith the law of the Russian Federation or the law of the United States ofAmerica (concerning the corresponding Party). Regardless of the aforesaid, eachof the Parties hereto has the right to divulge the Confidential information totheir employees provided the recipient of the like information is instructed tomaintain the confidential character of the former. As concerns any divulgenceof the Confidential information, the Article is valid within (three) yearsfrom the expiry of the Agreement on any grounds.

**4.**                            Parties’ Settlement

4.1.                    The mutual settlement between the Parties areperformed monthly, on the basis of the Agreement, the report of the fulfillmentof the agency commission of Rostelecom sent by the Operator to Rostelecom inaccordance with paragraph 3.3.3. (hereinafter - “Report”), and the AcceptanceAct for of the Services rendered (hereinafter - “Act”).

4.2.                    The consideration, the service costs and theamount of the consideration payments are calculated in accordance with the procedurespecified in Appendix No. 2 hereunder. The mutual payments of the Partiesare calculated as follows:

### 4.2.1.           TheOperator performs the transfer to Rostelecom of the total Accrued income withinthe term no later than the last day of the month of the Billing period, for theservices of the long-distance and international telecommunication services byRostelecom to the Users during the accounting month. The amount of the Accruedincome is determined on the basis of the Report.

### 4.2.2.           TheOperator has the right to deduct from the regular payment to Rostelecom:

(1) the amounts of the consideration payments forthe performance of the actions indicated in paragraph 3.3.1. hereunder. Thesums indicated are calculated on the basis of the Report.

(2) servicepayments indicated in paragraph 3.3.2. hereunder. The sum indicated iscalculated on the basis of the Acceptance Act for the Services rendered.

(3) refund ofthe expenses connected with the fulfillment by the Operator of the agencycommission in accordance with Appendix No. 2 hereunder.

4.3.                    The Report is drawn up in accordance with theform presented in Appendix No. 3. The Statement of acceptance of theServices rendered is drawn up in accordance with the form presented in AppendixNo. 5 of the Agreement. The Operator presents the Report and the Act toRostelecom within the term no later than the 5th day ofthe Billing period. Together with the Report, the Operator sends to Rostelecomthe invoice indicating the amount of consideration and the cost of the servicesrendered.

4.4.                    Rostelecom considers the Report and the Act andconfirms/signs them. Together with the signing of the Report, Rostelecompresents to the Operator the bill for the amount of the Accrued income inaccordance with the confirmed Report.

4.5.                    Should any comments arise to the Report or Actpresented by the Operator, Rostelecom notifies the Operator about the datadiscrepancy of the current Report within the period of 5 days upon receipt ofthe corresponding documentation. At that, Rostelecom confirms/signs the Reportand Act with comments, and the Parties settle the accounts on the amount of theundisputed sum.

4.6.                    In order to eliminate the shortcomings of theReport, the Parties conduct negotiations within the period of one month andperform a reconciliation/detailed elaboration of the data of the Parties. Inaccordance with the results of the revision, the Trubleshooting Report issigned by the Parties, and, if required, a new account of payments is made inthe Billing periods that follow. The signing by the Parties of theTrubleshooting Report also means the confirmation of the Operator’s Report byRostelecom. In case of need the Parties make a new account of payments in theBilling periods that follow.

4.7.                    Not being limited by the conditions mentionedin paragraph 4.6. hereunder, in case of detection by one of the Parties ofunreliable Report data provided, the Party that detects the aforementioneddiscrepancy notifies immediately the other Party about this fact. The Partiesconduct negotiations in order to eliminate the data discrepancy within theperiod of one month from the moment of the detection of the unreliable dataprovided. In case of need the Parties make a new account of payments in theBilling periods that follow.

4.8.                    The signing of the Report by Rostelecom alsomeans the confirmation of fulfillment of cross obligations of Rostelecom on thepayment to the Operator of the consideration and the refund of charges of theOperator during their fulfillment of commission under the Agreement and theobligations of the Operator on the transfer to Rostelecom of the payments bythe Users for the Services rendered.

4.9.                    By the last day of the Billing period theOperator transfers to Rostelecom the payments in the amount of the Accruedincome in accordance with the Agency Report with the deduction of the sumsindicated in paragraph 4.2. hereunder. At that, the payment amounts transferredby the Operator securing the guarantee of the fulfillment by 

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theUsers of their obligations on Service payment, concerning the Service paymentswith respect to which the 0% VAT rate was applied, are transferred by aseparate payment order in accordance with the procedure specified in Section 2of Appendix No. 4 of the Agreement.

4.10.              The date of fulfillment of the Operator’smonetary obligations is the date of receipt of payments on the correspondentaccount of the service bank of Rostelecom.

4.11.              All payments by the Users are to be charged tothe Operator’s accounts.

4.12.              Quarterly and upon necessity Rostelecom and theOperator perform the inspection of mutual settlements. The ReconciliationReport of Mutual Settlements is drawn up by the penaltyed party in twocounterparts and signed by the authorized representatives of the Parties. TheParty receiving the Reconciliation Report of Mutual Settlements must sign theReconciliation Report of Mutual Settlements or present its objectionsconcerning the reliability of the information contained in it within the periodof twenty (20) days from the date of dispatch of the Reconciliation Report ofMutual Settlements.

4.13.              The Parties agree that, if the total amount ofpayments transferred by the Operator to Rostelecom in accordance with paragraph4.2. hereunder for the corresponding Billing period and the total amount of theobligations of Rostelecom on the consideration for the actions identified inparagraph 3.3.1. and the services identified in paragraph 3.3.2. of theAgreement and the refund of charges of the Operator during the same period, inthe aggregate exceeds the sum received by the Operator from the Users for theServices rendered during the same Billing period, in the case of the likeexcess of the payments transferred by the Operator to Rostelecom (hereinafter -“Collateral”) are considered transferred as the result of the fulfillment bythe Operator of their obligations specified in paragraph 3.3.3. hereunder.

**5.**                            The Procedure of the Fulfillment by theOperator of the obligations of the Users for the Service Payment for Rostelecom

5.1.                    In accordance with Article In accordancewith Article 329 of the Civil Code of the Russian Federation, the Partiesagree that the Operator will provide the fulfillment by the Users of theobligations for the Service payment for Rostelecom in the following way:

### 5.1.1.           In case of non-performanceby the Users of their obligations of payment for the Services rendered byRostelecom during the Accounting Period until the 20th day of the Billing period, the Operator isobliged to fulfill until the 25th day of the Billing period the obligations forthe Service payments for the like Users (hereinafter — **“Debtors”**) and transfer to Rostelecom theamount of security for the corresponding Billing period, and Rostelecom, on itspart, is obliged to transfer to the Operator as provided in this Section 5,the authority of Rostelecom for the receipt of the payments from the Debtors onaccount of the Service payments for the corresponding Billing period.

### 5.1.2.           During every Billingperiod the Operator provides the fulfillment of all unduly performed monetaryobligations of the Debtors on the payments for the Services rendered byRostelecom during the previous Billing period, in the amount if the Collateralfor the corresponding Billing period, is that the Operator transfers to theRostelecom the total amount calculated in accordance with paragraph 4.2.hereunder for every Billing period.

5.2.                    In case of duly fulfillment by the Operator ofthe obligations indicated in paragraph 5.1. hereunder, the rights of Rostelecomfor the receipt of the Service payments from the Debtors for the monthpreceding the Billing period are transferred to the Operator, and as theOperator has the information about the Debtors, as well as the documentsconfirming the nonpayment by the Debtors for the Services rendered by Rostelecom,during every Billing period in which they have transferred the payments toRostelecom in accordance with the fulfillment of the obligations indicated inparagraph 5.1. hereunder, the Operator is obliged to send to Rostelecom theinformation about the like Users within the period of 10 days, including theamount of indebtedness of each Debtor for the Services rendered (hereinafter - “DebtorRegister”), in the following way:

### 5.2.1.           The total amount ofindebtedness of all Debtors included into the Debtor Register must be equal tothe Collateral arising in the corresponding Billing period.

### 5.2.2.           The Debtor Register isdrawn up in accordance with the form specified in Appendix No. 8 in theform of an electronic document with the use of a digital signature, and is sentto Rostelecom to the following e-mail address:_______________._________________.

### 5.2.3.           Within the period of 10days from the moment of coming into effect of the Agreement the Operator isobliged to send to Rostelecom the certificate of the signature key facilitatingthe confirmation of the authenticity of the electronic digital signature of theOperator in the Debtor Register and the identification of the holder of thecertificate of the signature key.

### 5.2.4.           Within the period of 10days from the receipt of the Debtor Register Rostelecom is obliged to check the

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### authenticity of the digital signature of the Operator in the DebtorRegister, to check the correspondence of the Debtor Register to the conditionsof the present paragraph 5.2. and to send a written notification of the resultsof the aforesaid check-up to the Operator.

### 5.2.5.           In case of theconfirmation of the authenticity of the digital signature and thecorrespondence of the Debtor Register to the conditions of this paragraph 5.2.,the rights of Rostelecom to the receipt of payments from the Debtors, specifiedin the relevant register, on account of the Service payments in the amountequal to the Collateral, are considered transferred to the Operator from themoment of the receipt by Rostelecom of the Collateral from the Operator for thecorresponding Billing period.

5.3.                    Together with the Debtor Register send toRostelecom in accordance with paragraph 5.2 hereunder, the Operator is obligedto send to Rostelecom in the written form the Consolidated Debtor Register forthe corresponding Billing period indicating the total number of Debtors and theCollateral for the corresponding Billing period.

5.4.                    There should be no payment or reimbursement ofexpenses for the fulfillment by the Parties of the obligations specified in thepresent Section 5 of the Agreement.

5.5.                    The Parties agree that the way of providing thefulfillment of the obligations specified in the present Section 5 of theAgreement is not del credere.

**6.**                            General Requirements to the Performance of theClaiming and Action Proceedings

6.1.                    The Operator performs the claiming and actionactivities with the Users in accordance with the current law of the RussianFederation and the inner regulations of the performance of the claimingproceedings adopted by the Operator.

6.2.                    The Operator performs the claiming proceedingsas regards the claims asserted by the Users concerning the quality of theServices rendered. The Operator also asserts claims to the Users concerningnon-performance or unduly performance by the latter of their obligations on theService payments.

6.3.                    In the process of handling of the Users’ claimsuse should be made of the information and referential data of the database ofthe Operator and Rostelecom.

6.4.                    In case of nonpayment by the User for theServices rendered within the period of more than three months from the momentof the payment of the corresponding bill, the Operator has the right to sue thecorresponding User.

**7.**                            The Tariffs for the Long-distance and InternationalTelecommunications

7.1.                    The long-distance telecommunications Tariffsare determined and changed in accordance with the current law.

7.2.                    The international telecommunications tariffsare determined by Rostelecom and can be changed at any time, at that,Rostelecom is obliged to inform the Operator about the like changes in advance,in the written form, no later than twenty (20) days before the introduction ofthe new international telecommunications tariffs.

7.3.                    The notification of the Users about the changesof the long-distance and international telecommunications Tariffs is performedby the Operator, in accordance with the current law and the inner notificationprocedure adopted by the Operator.

**8.**                            Responsibility of the Parties

8.1.                    The Parties undertake the responsibility forthe non-performance or unduly performance of the obligations under theAgreement in accordance with the current law of the Russian Federation.

8.2.                    In case of violation by the Operator of theterms of fulfillment of their obligations for the transfer to Rostelecom of theAccrued income with the deduction of the amounts indicated in paragraph 4.2.2.of the Agreement, Rostelecom has the right to charge the penalty in the amountof 1/300 of the refinancing rate of the Central Bank of the Russian Federationfor each day of delay in execution of the redeemable sum. The Operator isobliged to pay to Rostelecom the penalty within the period of ten (10) bankingdays from the moment of the receipt of the corresponding payment demand. TheParties agree to perform the corresponding payments no later than within theperiod of ten (10) banking days from the moment of the receipt of thecorresponding demand.

8.3.                    In case of the presentation by the Operator ofunreliable data in the Report (paragraph 4.3.), provided that the amountpayable calculated on the basis of the unreliable Report data is smaller thanthe sum based on the amount of the actual Services rendered, Rostelecom has theright to charge to the Operator the forfeit in the form of penalty. The amountof the penalty of 1/300 of the refinancing rate of the Central Bank of theRussian Federation for each day starting with the day of the receipt of theunreliable data, until the day of the receipt of the reliable data. The likeforfeit in the form of the penalty is calculated on the basis of the disparitybetween the amount of payments calculated on the basis of the reliable data andthe amount of payments calculated on the basis of the 

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unreliabledata. The penalty, as well as the deficient payments to Rostelecom must be paidwithin the period of ten (10) banking days from the moment of the receiptof the corresponding payment demand.

8.4.                    In case of non-presentation (or untimelypresentation) of the Report by the Operator Rostelecom has the right to chargethe forfeit in the form of the penalty in the amount of 1/300 of therefinancing rate of the Central Bank of the Russian Federation for each day,starting with the day when the aforementioned documents had to be presented,until the day of the actual presentation of such data, of the redeemable sum.This forfeit must be paid within the period of ten (10) banking days fromthe moment of the receipt of the corresponding payment demand.

8.5.                    All forfeits under the Agreement are charged inaddition to any amounts of losses the recovery of which can be demanded by theParty charging the corresponding forfeit upon the Party which has violated theconditions of the Agreement, in accordance with the Agreement and the currentlaw of the Russian Federation.

8.6.                    In case of faulty fulfillment by the Operatorof the obligations hereunder in the part of drawing up by the former ofinvoices, sale books, purchase books, implementation by the Operator of the VATrate in accordance with paragraph 3.3.1.5, timely presentation by the Operatorto Rostelecom of the documentation in accordance with paragraph 3.3.2.7,Rostelecom has the right to correspondingly decrease the cost of the undulyrendered service indicated in the Agreement. At that, the aforementionedservices will be considered as unduly rendered in case of non-observance of theterms of the presentation of the documents, non-compliance with the accountingforms and/or non-observance of the procedure of drawing up the documentsspecified in Appendices 3 and 6 of the Agreement and the current law and/or incase of providing unreliable information.

8.7.                    If Rostelecom bears losses as the result of theunduly fulfillment by the Operator of their obligations indicated in paragraphs3.3.1 and 3.3.2, including the losses as a result of imposing extra taxationobligations and/or imposing forfeits and penalties upon Rostelecom for theviolation of the taxation and/or administrative law, Rostelecom has the rightto demand from the Operator the full payment of damages, and the Operator isobliged to fulfill such demand within the period of 10 days from the moment ofits claim.

**9.**                            Reimbursement of Expenses

9.1.                    The recovery of expenses under the Agreement isperformed by Rostelecom only upon the presentation by the Operator toRostelecom of the originals of the basic documents confirming such expenses.

9.2.                    The Parties agree that Rostelecom recovers theexpenses, expenditures and losses of the Operator connected with thefulfillment by the latter of their obligations indicated in paragraph 3.3.1.hereunder, under the Agreement, exclusively in the volume and amount notexceeding 10% of the consideration amount and service costs, due to theOperator in accordance with the conditions of the Agreement for the correspondingAccounting period (hereinafter — “Limit”), and such recovery is considered bythe Parties as reasonable, sufficient and motivated for the recompense of allnecessary expenses, expenditures or losses of the Operator during thefulfillment of the obligations hereunder.

9.3.                    The Parties agree that any expenses,expenditures or losses of the Operator exceeding the Limit are considered aslost without any connection with the commission of Rostelecom, beyond thepurpose of the Agreement, without the necessary authority on the part of theOperator.

9.4.                    In connection with the aforementioned agreementthe Operator hereby confirms and admits that under no circumstances he willdemand from Rostelecom any consideration and/or recovery of expenses,expenditures or losses connected with the fulfillment of their obligationsunder the Agreement in the amounts exceeding the Limit.

9.5.                    In any case, irrespective of any provisions ofthe Agreement contradicting the set forth below, none of the provisionshereunder can be interpreted as obliging Rostelecom to recover or considerationany expenses, expenditures or losses to the Operator, suffered by the latter inthe course of the fulfillment of the Agreement, in the amount exceeding theLimit, as well as allowing the Operator to demand such recovery.

**10.**                     Force Majeure Circumstances

10.1.              The Parties are released from responsibilityfor non-fulfillment or improper fulfillment of their obligations on the Agreement, if they prove, that properfulfillment was impossible due to force majeure, which means extreme,unforeseen and inevitable circumstances in given conditions.

10.2.              The Party that has suffered the influence ofthe force Majeure circumstances must notify the other Party within the periodof 10 days about the character, type and the presumable duration of the forcemajeure influence, as well as indicate the fulfillment of which obligationsunder the Contract it affects, and to produce evidence of the occurrence ofsuch circumstances. In case of lack of notification the Party affected by theforce majeure influence cannot refer to the influence of the force Majeurecircumstances at a later time as to the cause exempting them from liability.

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10.3.              The occurrence of force majeure circumstancesextends the terms of the fulfillment by the Parties of the obligationshereunder proportionate to the duration of their influence. If the influence ofthe force majeure circumstances lasts longer than six months, the Parties areobliged, upon proposal of one of the Parties, to coordinate the further actionsand/or the possibility of denouncement of the Agreement.

**11.**                     Settlement of Disputes

11.1.              11.1.The Parties should attempt to settle anydispute under the Agreement by means of negotiations, and in the case ofimpossibility to reach a mutually acceptable decision within the period of 30days from the moment of appeal by the penaltyed Party to the other Party, eachof the Parties has the right to initiate the transfer of the like dispute forit to be considered by the arbitration tribunal at the location of thedefendant, in accordance with the current law of the Russian Federation.

**12.**                     Notifications

Any notifications andother messages subject to the transmission from one Party to the other must betransmitted in written form to the following addresses:

If the Operator is theaddressee:

 

If Rostelecom isthe addressee:

 

Each of the Parties canchange their address by means of a written notification of the other Party, asindicated in this paragraph.

**13.**                     Effective date of the Agreement and itsvalidity term

13.1.              The Agreement comes into effect on the datewhen all of the following events take place:

13.1.1.     the signingof the Agreement by the Parties;

13.1.2.     theratification by the Federal Tariff Service of the Russian Federation of thetariffs for the long-distance telecommunications for Rostelecom;

13.1.3.      thepresence of the agreement concluded between the present Operator and theoperator of zonal telecommunication performing in the numbering area of theOperator, the service of whose connection is performed by Rostelecom.

13.2.              Rostelecom is obliged to notify the Operatorabout the conclusion of the agreement of telecommunications interconnectionbetween Rostelecom and the operator of zonal telecommunications performing inthe numbering area of the Operator, within the period of 5 days from the momentof the coming into effect of the aforementioned agreement, and the Operator isobliged to notify Rostelecom about each conclusion of the agreements oftelecommunications interconnection between the Operator and the operator ofzonal telecommunications performing in the numbering area of the Operator,within the period of 5 days from the moment of the coming into effect of theaforementioned agreement.

13.3.              The rights and obligations of the Parties arisefrom the moment of the ratification by the competent authorities of the Partiesif such decision is required by the current law of the Russian Federation.

13.4.              The Agreement is valid for the period of oneyear from the moment of its coming into effect. If none of the Partiesproclaims the denunciation of the Agreement no later than 30 calendar daysbefore the expiry hereof, the Agreement is automatically prolonged for eachfollowing period. The number of periods for which the effect hereof can beprolonged is not limited.

**14.**                     Miscellaneous

14.1.              Any changes and addenda to the Agreement arevalid only when they are made in written form and signed by the representativesof the Parties, in this case they constitute an integral part of it.

14.2.              The procedure of termination hereof isdetermined by the current law of the Russian Federation.

14.3.              All appendices to the Agreement constitute anintegral part of it.

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14.4.              14.4.None of the Parties can negotiate any oftheir rights or responsibilities hereunder to a third party without thecoordination with the other Party.

14.5.              Appendix List:

Appendix No. 1 Procedure for conclusion ofAgreements.

Appendix No. 2 Procedure of calculation of thecosts of the Operator’s services.

Appendix No. 3 Report of the Operator on theservices rendered to the Users.

Appendix No. 4 Peculiarities of the interactionof Rostelecom and the Operator for the provision of the observance of the VATlaw.

Appendix No. 5 Acceptance act for servicesrendered.

Appendix No. 6 List of reporting forms.

Appendix No. 7 Check-up procedure.

Appendix No. 8 Form of the Debtor Register.

Appendix No. 9 Procedure for Parties’ handling ofclaims.

Appendix No. 10 Regulations for handling ofreceivables and payables.

Appendix No. 11:

Form 1. Agreement on long-distance andinternational telecommunications.

Form 2. Public offer on the conclusion of thelong-distance and international telecommunications agreement.

14.6.              The Agreement is drawn up in two (2) counterpartsin the Russian language, each of the counterparts having the equal legaleffect, one counterparts for each of the Parties.

**15.**                   Details and Signatures of the Parties
| Full or statementd name of the company |   | OAO Rostelecom |   | Operator |
|----------------------------------------|--------|----------------|--------|----------|
| Location                               |   |           |   |     |
| Postal address                         |   |           |   |     |
| Telephone (by the postal address)      |   |           |   |     |
| Account number:                        |   |           |   |     |
| Full name of the banking establishment |   |           |   |     |
| Identification number TIN/KPP          |   |           |   |     |
| Industry code by OCIEA                 |   |           |   |     |
| Company code by OKPO                   |   |           |   |     |

** **

**16.**                   Signatures of theParties:

 
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
|            |  o                              |          |  o                              |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 2005 |          | dated “__” __________ 2005 |
|            |                                 |          |                                 |

 

9

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**Appendix No. 1to Agreement No.____ dated  ____________ 2006**

**Procedurefor Conclusion of Agreementswith Users for Rendering Telecommunications**

**1.GENERAL REQUIREMENTS TO THE FULFILLMENT OF THE COMMISSION**

1.1.                    By the conclusion of the agreements with theUsers for the rendering of telecommunications on behalf of and at the expenseof Rostelecom the Operator is not entitled to deviate from the conditions ofthe agreements on the rendering of telecommunications, in accordance with theprovisions of paragraph 3.1.8. of the Agreement.

**2. CONCLUDING AGREEMENTS WITH USERS**

2.1.                    On appeal of a User (or their representativeduly empowered) to the Operator with the aim of concluding an agreement for therendering of long-distance and international telecommunications, the Operatormust immediately conclude an agreement with such User.

2.2.                    The agreement with the User is signed in threecopies and sealed with the stamps of its parties. One copy is handed to thecorresponding User, another copy is sent to Rostelecom within the period of tendays from the conclusion of such agreement but no later than the 1st day ofthe month following the month when the mentioned agreement with the User wassigned.

**3. ACCOUNTING OF THE RESULTS OF THE FULFILLMENT OFCOMMISSION**

3.1.                    The Operator within the framework of presentingthe Report of the Operator on the Agreement provides information about theagreements with the Users concluded during the Accounting period.

 
| **    ****For Rostelecom:** | ** **                           | **For Operator:**                 | ** **                           |
|-------------------------------------------------|--------------------------------------|-----------------------------------|--------------------------------------|
|                                            |                                 |                              |                                 |
| Seal here                                       |                                 |     Seal here |                                 |
|                                            | dated “__” __________ 200_ |                              | dated “__” __________ 200_ |
|                                            |                                 |                              |                                 |

 

10

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Appendix No. 2to Agreement  No.____ dated  ____________ 2006

**Procedure ofCalculation of the Costs of the Operator’s Services**

** **
| **No.** | ** ** | **Items**                                                                                                                                | ** ** | **Price**                                                                                                                                                                       |
|---------|------------|------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.      |       | COLLECTING SUBSCRIBER PAYMENTS,  % of the accrued income                                                                            |       | 11.00%                                                                                                                                                                          |
| 2.      |       | BILLING PROCESSING OF TELECOMMUNICATIONS, rubles/min                                                                                     |       | 0.075                                                                                                                                                                           |
| 3.      |       | DRAWING UP,PRINTING, STORING, MAKING BILL COPIES,  rubles/min                                                                            |       | 0.04                                                                                                                                                                            |
| 4.      |       | DRAWING UP, PRINTING, STORING, MAKING INVOICE  COPIES, ACTS OF PERFORMED WORKS, SIGNING RECONCILIATION REPORTS WITH CLIENTS,  rubles/min |       | 0.063                                                                                                                                                                           |
| 5.      |       | DOCUMENTATION DELIVERY, rubles/min                                                                                                       |       | 0.025                                                                                                                                                                           |
| 6.      |       | INFORMATION AND HELPLINE SERVICES FOR CLIENTS,  rubles/min                                                                               |       | 0.05                                                                                                                                                                            |
| 7.      |       | CONCLUDING AGREEMENTS WITH LEGAL ENTITIES                                                                                                |       | 300 rubles for one agreement plus 5% of the amount  of accrued income for the services of OAO Rostelecom for the first three  calendar months of the validity of the agreement. |

 

Comment:

1)                            Thecost of the services and the Operator’s consideration are indicated excludingthe VAT.

2)                            Theamount of the Accrued income is determined on the basis of the Operator’sReport.

3)                            Inlines 2, 3, 4, 5 and 6 hereof the measurement call unit is ruble per minute ofthe outgoing long-distance or international traffic.

** **
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 200_ |          | dated “__” __________ 200_ |
|            |                                 |          |                                 |

 

 

11

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Appendix No. 3to Agreement No.____ dated  “___” ____________2006

**Reportof the Operatoron the accrued income paid for the services rendered to the UsersUnder Contract No._________ dated**

**Form 1.1**

**Thereport on the volumes and accrued income for the international telecommunicationservices to individuals in the ABC zone of the Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

 

**Form 1.2**

**Thereport on the volumes and accrued income for the international telecommunicationservices to self-sustained organizations in the ABC zone of the Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

 

**Form 1.3**

**Thereport on the volumes and accrued income for the international telecommunicationservices to budgetary organizations in the ABC zone of the Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

 

**Form 1.4**

**Thereport on the volumes and accrued income for the long-distance telecommunicationservices to individuals in the ABC zone of the Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

 

**Form 1.5**

**Thereport on the volumes and accrued income for the long-distancetelecommunication services to self-sustained organizations in the ABC zone ofthe Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

12

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**Form 1.6**

**Thereport on the volumes and accrued income for the long-distance telecommunicationservices to budgetary organizations in the ABC zone of the Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

 

**Noteto completion of Forms  1.1.-1.6:**

1.                             Rostelecom offers the Operator the blank of theForms 1.1-1.6 to be filled (in the Excel format). Attached to the Formsis the title-page. The form of the title-page for the Forms 1.1.-1.6:

(c) OAO Rostelecom,Main Computer Center
| Name of the company (organization   department)                                               |   |   |     |                                                  |   |   |   |   |
|-----------------------------------------------------------------------------------------------|--------|--------|----------|-------------------------------------------------------|--------|--------|--------|--------|
| Document code                                                                                 |   |   |     |                                                  |   |   |   |   |
| Company code                                                                                  |   |   |     | Code by OCIEA                                         |   |   |   |   |
| Director of the company(organization  department)                                             |   |   |     | Code by OKONKh                                        |   |   |   |   |
| Consolidated account indication(1 digit)                                                      |   | 0      |     | Code by OKATO                                         |   |   |   |   |
| Code by OKPO         (8 digits)                                 |   |   |     | Code by OKOGU                                         |   |   |   |   |
| Code by OKPO of the organization  department         (8 digits) |   |   |     | Code by OKOPF                                         |   |   |   |   |
| Code of the subject of the Russian  Federation (press the *Select*  button,ОК)    |   |   |     | Code by   OKFS                                        |   |   |   |   |
|                                                                                          |   |   | * * | *Select:*                                             |   |   |   |   |
| Code of the Form  by OKUD(7 digits)                                                      |   |   | * * | Code  of the subject of the                           |   |   |
| Type of report  (from the list)                                                          |   | 01     |     | Russian  Federation      ОK |   |   |
| Code of the Form      (2 digits)                                          |   |   |     |                                                  |   |   |
| Code of the subsystem      (3 digits)                                     |   |   |     |                                                  |   |   |
| Financial year      (4 digits)                                            |   |   |     |                                                  |   |   |   |   |
| Accountable month (from the list)                                                             |   |   |     |                                                  |   |   |   |   |
|                                                                                          |   |   |     |                                                  |   |   |   |   |
| Performer:                                                                                    |   |   |     | Title-page filling  check (TITUL)                |   |   |
| Contact telephone:                                                                            |   |   |     |                                                  |   |   |   |   |
| Date of report composition:                                                                   |   |   |     |                                                  |   |   |   |   |
|                                                                                          |   |   |     |                                                  |   |   |   |   |
| Additional information:                                                                       |   |   |     |                                                  |   |   |   |   |
| Postal code:         (6 digits)                                 |   |   |     |                                                  |   |   |   |   |
| Postal address:                                                                               |   |   |     |                                                  |   |   |   |   |
| Code of the operator:         (4 digits)                        |   |   |     |                                                  |   |   |   |   |
| Outgoing ABC zone                                                                             |   |   |     |                                                  |   |   |   |   |

 

Whencompleting the form lines please use the Notes (hints) to the boxes, picking upparameters from the list (boxes C13, C17), as well as the buttons designated“OK” and “TITUL”

2.                             The reports on the volumes and accrued incomefor the services rendered are drawn up for each AВС zone of theOperator in separate forms 1.1 — 1.6. At that, each of the forms includes theconsolidations for the incoming directions of the connection (data aggregationis performed for each incoming direction, tariff and tariff category).

3.                             The Operator presents to Rostelecom theconsolidated data for all ABC zones.

4.                             The transferred files must be named inaccordance with the following name structure:

XXXXYY ZZZZZZ FFF UU.xls,

where

-                                  XXXX— four-digit sign-digit operator number assigned by Rostelecom

-                                  ZZZZZZ— accounting period in the form YYYYMM

-                                  FFF— conventional number of the form of the Operator’s report. For the reports1.1.-1.6. acquires the value: 316 (Appendix 3 of the Forms 1.1 — 1.6 inone file)

 

13

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-                                  CCCCCCC— code of the outgoing ABC (up to seven digits);

-                                  UU— report ordinal number. The ordinal number of the document sent by thecommunication Operator to Rostelecom for the first time is always indicated 00.In case of detection of discrepancy between the Operator’s data and the data ofRostelecom on the data contained in the file or its faulty filling the Operatorprepares a new amended version of the file and sends it to Rostelecom inaccordance with the conditions of the agreement. Every new version of the fileis formed by means of increasing the document ordinal number by 1.

5.                             In the column “Direction” of the Forms 1.1.-1.6(below the “Total” line) the names of the directions are indicated (names offoreign countries or long-distance zones) with the division in accordance withthe tariffs of Rostelecom into international and long-distancetelecommunications, and in the column “Direction code” their codes areindicated (long-distance and international codes are indicated withoutadditional prefixes).

6.                             In the columns “Tariff category” of the Forms1.1-1.6 the conventional code of the entry affiliation to the tariffcategory is indicated. The list of the codes is drawn up by Rostelecomdepending on the tariffs applied.

7.                             In the reports on individuals (1.1, 1.4) thetariffs and totals must include the amounts of VAT. In the reports onself-sustained and budgetary organizations (1.2, 1.3, 1.5, 1.6.) the tariffsand totals must not include the amounts of VAT.

**Form 1.7**

**Theconsolidated report of the Operator on the volumes and accrued income for theinternational and long-distance telecommunications rendered to all categoriesof users**
| ** **                               | ** ** | ** **     | ** ** | **In rubles**   | ** ** |
|------------------------------------------|------------|----------------|------------|-----------------|------------|
| **Direction**                            | ** ** | **In minutes** | ** ** | **Without VAT** | ** ** | **VAT** | ** ** | **Total** | ** ** |
| **1**                                    | ** ** | **2**          | ** ** | **3**           | ** ** | **4** | ** ** | **5** | ** ** |
| International  telecommunications, total |       |           |       |            |       |   |   |   |   |
| Individuals                              |       |           |       |            |       |   |   |   |   |
| Self-sustained  organizations            |       |           |       |            |       |   |   |   |   |
| Budgetary organizations                  |       |           |       |            |       |   |   |   |   |
| Long-distance  telecommunications, total |       |           |       |            |       |   |   |   |   |
| Individuals                              |       |           |       |            |       |   |   |   |   |
| Self-sustained  organizations            |       |           |       |            |       |   |   |   |   |
| Budgetary organizations                  |       |           |       |            |       |   |   |   |   |
| total                                    |       |           |       |            |       |   |   |   |   |

 

**Note to completion ofForm 1.7:**

1.                             Rostelecom offers the Operator the blank ofForm 1.7 to be filled (in the Excel format). Attached to the Forms is thetitle-page. The form of the title-page for Form 1.7.:

(c) OAO Rostelecom, Main Computer Center
| Name of the company (organization   department)                                               |   |   |     |                                                  |   |   |   |   |
|-----------------------------------------------------------------------------------------------|--------|--------|----------|-------------------------------------------------------|--------|--------|--------|--------|
| Document code                                                                                 |   |   |     |                                                  |   |   |   |   |
| Company code                                                                                  |   |   |     | Code by OCIEA                                         |   |   |   |   |
| Director of the company(organization  department)                                             |   |   |     | Code by OKONKh                                        |   |   |   |   |
| Consolidated account indication(1 digit)                                                      |   | 0      |     | Code by OKATO                                         |   |   |   |   |
| Code by OKPO         (8 digits)                                 |   |   |     | Code by OKOGU                                         |   |   |   |   |
| Code by OKPO of the organization  department         (8 digits) |   |   |     | Code by OKOPF                                         |   |   |   |   |
| Code of the subject of the Russian  Federation (press the *Select*  button, ОК)   |   |   |     | Code by  OKFS                                         |   |   |   |   |
|                                                                                          |   |   | * * | *Select:*                                             |   |   |   |   |
| Code of the Form  by OKUD(7 digits)                                                      |   |   | * * | Code  of the subject of the                           |   |   |
| Type of report  (from the list)                                                          |   | 01     |     | Russian  Federation      ОK |   |   |
| Code of the Form      (2 digits)                                          |   |   |     |                                                  |   |   |
| Code of the subsystem      (3 digits)                                     |   |   |     |                                                  |   |   |
| Financial year      (4 digits)                                            |   |   |     |                                                  |   |   |   |   |
| Accountable month (from the list)                                                             |   |   |     |                                                  |   |   |   |   |

 

14

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|                                                                        |   |   |   |                                   |   |   |   |   |
|------------------------------------------------------------------------|--------|--------|--------|----------------------------------------|--------|--------|--------|--------|
| Performer:                                                             |   |   |   | Title-page filling  check (TITUL) |   |   |
| Contact telephone:                                                     |   |   |   |                                   |   |   |   |   |
| Date of report composition:                                            |   |   |   |                                   |   |   |   |   |
|                                                                   |   |   |   |                                   |   |   |   |   |
| Additional information:                                                |   |   |   |                                   |   |   |   |   |
| Postal code:         (6 digits)          |   |   |   |                                   |   |   |   |   |
| Postal address:                                                        |   |   |   |                                   |   |   |   |   |
| Code of the operator:         (4 digits) |   |   |   |                                   |   |   |   |   |
| Outgoing ABC zone                                                      |   |   |   |                                   |   |   |   |   |

 

When completing the form lines please use the Notes(hints) to the boxes, picking up parameters from the list (boxes C13, C17), aswell as the buttons designated “OK” and “TITUL”

2.                             In Form 1.7. the Operator presents theconsolidated data on the volume and accrued income for the services renderedduring the accounting period in all ABC zones of the Operator.

3.                             The transferred files must be named inaccordance with the following name structure:

XXXXYY ZZZZZZ FFF CCCCCCC UU.xls,

where

-                                  XXXX-—four-digit sign-digit operator number assigned by Rostelecom

-                                  ZZZZZZ— accounting period in the form YYYYMM

-                                  FFF— conventional number of the form of the Operator’s report. For the reports ofForm 1.7. acquires the value: 317 (Appendix 3 of the Form 1.7. in onefile)

-                                  UU — report ordinal number. The ordinal numberof the document sent by the communication Operator to Rostelecom for the firsttime is always indicated 00. In case of detection of discrepancy between theOperator’s data and the data of Rostelecom on the data contained in the file orits faulty filling the Operator prepares a new amended version of the file andsends it to Rostelecom in accordance with the conditions of the agency agreement.Every new version of the file is formed by means of increasing the documentordinal number by 1.

**Form 1.8.**

**The list of the Users with whom theagreement is concluded on the rendering by Rostelecom of the long-distance andinternational telecommunications during the Accounting period in accordancewith paragraph 3.3.1.6. of the Agreement.**
| **Ref. No.** | ** ** | **Names of Users — legal entities/individuals** | ** ** | **Postal and legal address, full name of Director/address of the  individual** | ** ** | **Date of entry** | ** ** | **Number of agreement** |
|--------------|------------|------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|-------------------|------------|-------------------------|
|         |       |                                                 |       |                                                                           |       |              |       |                    |

 

15

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**Form 2.The Operator’s report on the payments for the long-distance and internationaltelecommunications of OAO Rostelecom in ________**

**2.1. Service rendering, service payments, service arrearsvariation in _____________, rubles, kopecks**
| ** **                      | ** ** | ** **                                                                                              | ** ** | **Service arrears by  the beginning  of the Accounting period** | ** ** | **Services rendered during the accounting month**                | ** ** | **Service payments for  the Accounting period** | ** ** |
|---------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|
| ** **                      | ** ** | ** **                                                                                              | ** ** | ** **                                                                     | ** ** | ** **                                                                                | ** ** | ** **                                                          | ** ** | **Long-distance  telecommunications** | ** ** | **International  telecommunications** | ** ** | **By users** | ** ** |
| **Period of service** | ** ** | **For the  services liable  to income tax at  the rate of 18%** | ** ** | **For the  services  liable to  income  tax at**                | ** ** | **Services liable  to income tax at  the rate of 18%** | ** ** | **Services  liable to  income  tax at **             | ** ** | **Services liable  to income tax at  the rate of 18%** | ** ** | **Services  liable to  income  tax at** | ** ** | **For the  services liable  to income tax at  the rate of 18%** | ** ** | **For the  services  liable to  income  tax at** | ** ** |
| **month**                       | ** ** | **year**                                                                                                | ** ** | **Total  sum**                                                                 | ** ** | **Including  VAT**                                                                        | ** ** | **the rate  of 0%**                                       | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **the rate  of 0%** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **the rate  of 0%** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **the rate  of 0%** | ** ** |
| **1**                           | ** ** | **2**                                                                                                   | ** ** | **3**                                                                          | ** ** | **4**                                                                                     | ** ** | **5**                                                               | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** | **12** | ** ** | **13** | ** ** | **14** | ** ** |
|                            |       |                                                                                                    |       |                                                                           |       |                                                                                      |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                            |       |                                                                                                    |       |                                                                           |       |                                                                                      |       |                                                                |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
| **Service payments for  the Accounting period**                                               | ** ** | **Prepayment for the  services during the  Accounting period** | ** ** | **Service arrears adjustment**                                                                | ** ** | **Debt write-off  connected with inventory**          | ** ** | **Service arrears by the end  of the accounting month**                   | ** ** |
|-----------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|
| **Paid by the operator**                                                            | ** ** | ** **                                                                              | ** ** | ** **                                                                                    | ** ** | ** **                                                      | ** ** | ** **                                                                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **For the  services liable  to income tax at  the rate of 18%** | ** ** | **For the  services  liable to  income  tax at**                         | ** ** | **For the  services liable  to income tax at  the rate of 18%** | ** ** | **For the  services  liable to  income  tax at** | ** ** | **For the  services liable  to income tax at  the rate of 18%** | ** ** | **For the  services  liable to  income  tax at** | ** ** | **For the  services liable  to income tax at  the rate of 18%** | ** ** | **For the  services  liable to  income  tax at** | ** ** | **For the  services liable  to income tax at  the rate of 18%** | ** ** | **For the  services  liable to  income  tax at** | ** ** |
| **Total  sum**                                                                                | ** ** | **Including  VAT**                                                                      | ** ** | **the rate  of 0%**                                                                 | ** ** | **Total  sum**                                                  | ** ** | **Including  VAT**                                                                            | ** ** | **the rate  of 0%** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **the rate  of 0%** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **the rate  of 0%** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **the rate  of 0%** | ** ** |
| **15**                                                                                        | ** ** | **16**                                                                                  | ** ** | **17**                                                                                        | ** ** | **18**                                                          | ** ** | **19**                                                                                        | ** ** | **20** | ** ** | **21** | ** ** | **22** | ** ** | **23** | ** ** | **24** | ** ** | **25** | ** ** | **26** | ** ** | **27** | ** ** | **28** | ** ** | **29** | ** ** |
|                                                                                          |       |                                                                                    |       |                                                                                          |       |                                                            |       |                                                                                          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                          |       |                                                                                    |       |                                                                                          |       |                                                            |       |                                                                                          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

16

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2.2 Service prepayment flow in ________ month, rubles, kopecks
| ** **                 | ** ** | ** **                                                          | ** ** | **Prepayment arrears by the  beginning of the accounting month**   | ** ** | **Prepayment received  in the accounting month**                              | ** ** | **Prepayment accounted for service  payments in the accounting month** | ** ** |
|----------------------------|------------|---------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| **Prepayment period** | ** ** | **For the services  liable to income tax  at the rate of 18%** | ** ** | **For the services  liable to income tax  at the rate of 0%** | ** ** | **For the services  liable to income tax  at the rate of 18%** | ** ** | **For the services  liable to income tax  at the rate of 0%**     | ** ** | **Services liable  to income tax at  the rate of 18%** | ** ** | **Services liable  to income tax at  the rate of 0%** | ** ** |
| **Month**                  | ** ** | **Year**                                                            | ** ** | **total**                                                                              | ** ** | **Including  VAT**                                                                      | ** ** | **total**                                                                                  | ** ** | **Including  VAT** | ** ** | **total** | ** ** | **Including  VAT** | ** ** | **total** | ** ** | **Including  VAT** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** |
| **1**                      | ** ** | **2**                                                               | ** ** | **3**                                                                                  | ** ** | **4**                                                                                   | ** ** | **5**                                                                                      | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** | **12** | ** ** | **13** | ** ** | **14** | ** ** |
|                       |       |                                                                |       |                                                                                   |       |                                                                                    |       |                                                                                       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
| **Correction of prepayment  arrears  received in connection with inventory**            | ** ** | **Write-off of prepayment arrears  received in connection with inventory** | ** ** | **Prepayment arrears by the  end of the accounting month**          | ** ** |
|-------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------|------------|
| **For the services liable  to income tax at  the rate of 18%** | ** ** | **Services liable to  income tax at  the rate of 0%**                      | ** ** | **For the services  liable to income tax  at the rate of 18%** | ** ** | **Services liable to  income tax at  the rate of 0%** | ** ** | **For the services liable  to income tax at  the rate of 18%** | ** ** | **Services liable to  income tax at  the rate of 0%** | ** ** |
| **total**                                                                                                   | ** ** | **Including  VAT**                                                                                       | ** ** | **Total  sum**                                                                                    | ** ** | **Including  VAT** | ** ** | **total** | ** ** | **Including  VAT** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** | **total** | ** ** | **Including  VAT** | ** ** | **Total  sum** | ** ** | **Including  VAT** | ** ** |
| **15**                                                                                                      | ** ** | **16**                                                                                                   | ** ** | **17**                                                                                            | ** ** | **18** | ** ** | **19** | ** ** | **20** | ** ** | **21** | ** ** | **22** | ** ** | **23** | ** ** | **24** | ** ** | **25** | ** ** | **26** | ** ** |
|                                                                                                        |       |                                                                                                     |       |                                                                                              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

17

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**Noteto completion of Forms  2.1.-2.2:**

1.           Rostelecom offers the Operator the blank of theForms 2.1-2.2 to be filled (in the Excel format). Attached to the Formsis the title-page. The form of the title-page for the Forms 2.1.-2.2:

(c) OAORostelecom, Main Computer Center
| Name of the company (organization department)                                                                                                                                        |     |     |   |                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|----------|--------|-----------------------------------------------|
| Document code                                                                                                                                                                        |     |     |   |                                          |
| Company code                                                                                                                                                                         |     |     |   | Code by OCIEA                                 |
| Director of the company (organization department)                                                                                                                                    |     |     |   | Code by OKONKh                                |
| Consolidated account indication(1 digit)                                                                                                                                             |     | 0        |   | Code by OKATO                                 |
| Code by OKPO                     (8  digits)                                     |     |     |   | Code by OKOGU                                 |
| Code by OKPO of the organization department   (8 digits)                                                                                                                   |     |     |   | Code by OKOPF                                 |
| Code of the subject of the Russian Federation (press the *Select* button,OK)                                                                                                         |     |     |   | Code by OKFS                                  |
|                                                                                                                                                                                 | * * | * * |   | *Select:*                                     |
| Code of the Form  by OKUD(7 digits)                                                                                                                                             |     |     |   | Code of the subject of the Russian Federation |
| Type of report (from the list)                                                                                                                                                       |     | 01       |   | OK                                            |
| Code of the Form                  (2  digits)                                                   |     |     |   |                                          |
| Code of the subsystem          (3  digits)                                                                                              |     |     |   |                                          |
| Financial year                        (4  digits)                 |     |     |   |                                          |
| Accountable month(from the list)                                                                                                                                                     |     |     |   |                                          |
|                                                                                                                                                                                 |     |     |   |                                          |
| Performer:                                                                                                                                                                           |     |     |   | Title-page filling  check (TITUL)        |
| Contact telephone:                                                                                                                                                                   |     |     |   |                                          |
| Date of report composition:                                                                                                                                                          |     |     |   |                                          |
|                                                                                                                                                                                 |     |     |   |                                          |
| Additional information:                                                                                                                                                              |     |     |   |                                          |
| Postal code:                           (6  digits) |     |     |   |                                          |
| Postal address:                                                                                                                                                                      |     |     |   |                                          |
| Code of the operator:             (4 digits)                                                                             |     |     |   |                                          |
| Outgoing ABC zone                                                                                                                                                                    |     |     |   |                                          |

 

When completing the form lines please use the Notes(hints) to the boxes, picking up parameters from the list (boxes C13, C17), aswell as the buttons designated “OK” and “TITUL”

18

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2.           Title page for Forms 2.1-2.2: In theForms 2.1.-2.2. the Operator presents the consolidated data on thevolume, accrued income and received income for the services rendered during theAccounting period, the state of the arrears and the corrections in allsubsidiaries and all ABC zones of the Operator.

3.           The reports are filled out in the context ofthe periods of service rendering: one line of the report corresponds to oneservice period, the information is provided about service payment arrears, service rendering etc. during the currentaccounting period.

4.           The columns “Correction of arrears...” and “Write-offof arrears...” are filled periodically and on the basis of the documentsindicated in Appendix 9 hereto.

5.           The transferred files must be named inaccordance with the following name structure:

XXXX YY ZZZZZZ FFF UU.xls,

where

-                                  XXXX— four-digit sign-digit operator number assigned by Rostelecom

-                                  ZZZZZZ— accounting period in the form YYYYMM

-                                  FFF— conventional number of the form of the Operator’s report. Can acquire thevalues: 321 (Appendix 3, Form 2.1), 322 (Appendix 3, Form 2.2)

-                                  UU— report ordinal number. The ordinal number of the document sent by thecommunication Operator to Rostelecom for the first time is always indicated 00. In case of detection of discrepancybetween the Operator’s data and the data of Rostelecom on the data contained inthe file or its faulty filling the Operator prepares a new amended version ofthe file and sends it to Rostelecom in accordance with the conditions of theagency agreement. Every new version of the file is formed by means ofincreasing the document ordinal number by 1.

19

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** **

Form 3. The amountof payment redeemable to the Operator
| **No** | ** ** | **Title**                                                                                                     | ** ** | **Adopted accounting procedure**                                                                                                         | ** ** | **Total, rubles** |
|--------|------------|---------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|
| **1**  | ** ** | **2**                                                                                                         | ** ** | **3**                                                                                                                                    | ** ** | **4**             |
| 1.     |       | Fulfillment of  the commission of Rostelecom in accordance with paragraph 3.3.1 of the  Agreement, including: |       |                                                                                                                                     |       |              |
| 1.1.   |       | Collection of  payments from the Subscribers                                                                  |       | On the basis of  the Operator’s report: ____% * Accrued income                                                                      |       |              |
|   |       | Claiming  activity                                                                                            |       | On the basis of  the Operator’s report: ____% * Accrued income                                                                      |       |              |
|   |       | Information and  helpline Users service                                                                       |       | On the basis of  the Operator’s report: ____ (rubles/min)* (Volume (min.) of the outgoing  long-distance and international traffic) |       |              |
|   |       | Conclusion of  agreements with Users                                                                          |       | On the basis of  the Operator’s report: ____ (rubles) * (Total number of the concluded  agreements with Users)                      |       |              |

 

 
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 2005 |          | dated “__” __________ 2005 |
|            |                                 |          |                                 |

 

20

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Appendix No. 4to Agreement No.____ dated ________________

**Peculiarities of the Interaction of Rostelecom and the Operator for the Provision of the Observance of the VAT Law**

**1. Drawing up of invoices and submittal ofdocumentation on VAT**

The Operator draws up invoices in the form approved bythe Governmental Regulation of the Russian Federation No.914 of 02.12.2000,only for the services of Rostelecom rendered to legal entities and individualentrepreneurs without the establishment of a legal entity, as well as for theprepayment services of Rostelecom rendered to the mentioned categories ofUsers.

The lines of the invoices are filled as follows:
| **Number  of invoice line** | ** ** | **Order of filling out (what is indicated)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **1**                       | ** ** | **2**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1                           |       | Invoice number. The number has the structure  ХХХХХХХХ.AAAAAAAA-РТК  (21 characters), where  ХХХХХХХХ — a unique number —  the company code assigned to the Operator (legal entity) by Rostelecom.  AAAAAAAA — invoice ordinal number. The uniqueness of the number is secured by  the Operator. The unique number must be maintained at least within the  framework of one accounting period. |
| 2                           |       | Company name (OAO Rostelecom)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2a                          |       | Legal address of the company (Delegatskaya str. 5,  127091, Moscow)                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2b                          |       | TIN 7707049388 / KPP of the direction of the company  subsidiary, with which the agreement is concluded                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3                           |       | Dash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 4                           |       | Dash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5                           |       | By invoicing (in a single copy) by the receipt of  prepayment or by the rendering of the services at the expense of the earlier  received prepayments — details of the payment-accounting document (payment  order), otherwise — dash                                                                                                                                                                                                                                                                                 |
| 6                           |       | Name of the client (central agency)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6a                          |       | Legal address of the client (central agency)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6b                          |       | TIN of the client / KPP of the organization  department of the client organization                                                                                                                                                                                                                                                                                                                                                                                                                                              |

Column 1 of the invoice must contain the phrase “Long-distancetelecommunications”, “International telecommunications” or “Long-distance andinternational telecommunications” the number and date of the agreementconcluded between Rostelecom and the Users-legal entities, (if the likeagreement was concluded by drawing up a single document) or the phrase Publicoffer of the OAO Rostelecom dated _________ (if the like agreement wasconcluded in any other way). The invoices for the services of Rostelecomrendered to the population, as well as for the prepayment for the services ofRostelecom received from the population are not drawn. For the registration inthe account-book the Operator draws up (in a paper form) consolidated invoices:a) for the total cost of the Services of Rostelecom, rendered to the populationduring the accounting period; b) for the aggregate prepayments received fromthe individual user within the period under review on account of the renderingof the services by Rostelecom. In line 6 of such invoices the client name “Population”is indicated, and lines 6 a and 6 b are not filled. For the registration in thepurchase book the Operator draws up a similar invoice for the sum of theprepayment received for the services of Rostelecom from the population, onaccount of which the services of Rostelecom were rendered in the accountingperiod.

To facilitate the signing of invoices for the Usersfor the services rendered by Rostelecom on behalf of Rostelecom, Rostelecomissues a power of attorney for the right of signing of invoices on behalf ofRostelecom to the Operator’s employees in accordance with the lists provided bythe latter.

The Operator draws up reports in respect of theservices of Rostelecom, the reports for the formation of sales and purchaselogs by Rostelecom. The reports for the formation of sales and purchase logsare drawn up in accordance with the Regulations of keeping log books of thereceived and composed invoices, sales and purchase logs by the adjustment ofVAT, approved by the Governmental Regulation of the Russian FederationРФ No.914 of 02.12.2000, taking into consideration the specifieddetails.

The Report for the formation of the sales log is drawnup in accordance with Form 1.

In the Report for the formation of the sales log theOperator registers the invoices for the services of Rostelecom, rendered to theUsers during the accounting period, as well as the invoices for the prepaymentreceived from the Users during the accounting period on account of therendering of the services of Rostelecom. Besides, the Operator registers in theReport for the formation of the sales log the consolidated invoice for the costof the services of Rostelecom,

21

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rendered to the population during the accountingperiod and the sum of the prepayment received from the Users during theaccounting period on account of the rendering of the services of Rostelecom(see above). By the registration of such invoices in column 2 the client name “Population”is indicated, and columns 3, 3a, 3b of the Report are not filled. As regardsthe cost of the services of Rostelecom and the sum of the prepayment on accountof the rendering of the services of Rostelecom, that were included into theconsolidated invoices registered in the Report for the formation of the saleslog, the Operator draws up a Register according to Form 2 (at that, thesums included into the Register are assigned the numeration of thecorresponding invoices).

The Report for the formation of the purchase log isdrawn up in accordance with Form 3.

In the Report for the formation of the purchase logthe Operator registers the invoices for the prepayment for the services ofRostelecom, on account of which the services of Rostelecom were rendered duringthe accounting period. Besides, the Operator registers in the Report for theformation of the purchase log the consolidated invoice for the prepayment forthe services of Rostelecom received from the population, on account of whichthe services of Rostelecom were rendered during the accounting period (seeabove). By the registration of such invoices in column 5 of the Report theseller name “Population” is indicated, and columns 3-4, 5a, 5b, 6 of theReport are not filled. As regards the prepayments included into theconsolidated invoice registered in the Report for the formation of the purchaselog, the Operator draws up a Register according to Form 4.

Every month, the Operator must present to Rostelecomthe following documents:

·                                TheReport for the formation of the sales log for the month under review (accordingto Form 1). The Report is presented in paper form (paper-bound, signed bythe Director and Chief Accountant of the Operator) and in the electronic form (inthe format DBF DBASE IV);

·                                TheReport for the formation of the purchase log for the accounting month(according to Form 3). The Report is presented in paper form (paper-bound,signed by the Director and Chief Accountant of the Operator) and in theelectronic form (in the format DBF DBASE IV);

·                                TheRegisters of the Services of Rostelecom and the prepayments included into theconsolidated invoices registered in the Reports for the formation of the salesand purchase logs in the accounting month (according to Forms 2 and 4). TheRegisters are presented in the electronic form (in the format DBF DBASE IV).

All the indicated documents are drawn up and presentedcovering the activity of the Operator as a whole.

The Reports for the formation of the sales andpurchase logs are presented no later than the 18th day of the month following the accountingmonth. The Registers of the Services of Rostelecom and the prepayments includedinto the consolidated invoices are presented no later than the 20th day of the third month following theaccounting month.

**2.             Theorder of the application to the rendering of the services of the 0% VAT rateand the presentation of the documentation proving the validity of theapplication of the 0% VAT rate**

In accordance with paragraph 7entry 1 of article 164 of the Tax Code of the Russian Federation the 0% VATrate is applied by the rendering of the services of Rostelecom for the officialuse by the international diplomatic and equated to them representatives or forpersonal use by the diplomatic or administrative and technical personnel ofthese representative offices, including the resident family members, providedthe law of the corresponding foreign country establishes the similar order inrelation to the diplomatic and equated to them representative offices of theRussian Federation and their employees or if the similar form is indicated inthe international agreement of the Russian Federation.

At the time of the conclusionof the present agreement the list of the countries in relation to the diplomaticrepresentative offices and employees of which the 0% VAT rate is applied, isestablished by the Letter of Ministry of Taxation and Charges of the RussianFederation No. RD-6-23/382 of 01.04.2003 (with amendments). Ifafter the conclusion of the present Agreement the Letter of MTC of the RussianFederation No. RD-6-23/382 of 01.04.2003 is cancelled, inorder to determine the list of the countries in relation to the diplomaticrepresentatives and employees of which the 0% VAT rate should be applied, otherduly approved and valid documents establishing the indicated list should beused. The possibility of the application of the 0% VAT rate to the foreigndiplomatic representative office is determined in accordance with the listvalid at the day of the rendering of the services of Rostelecom.

The 0% VAT rate is appliedonly in relation to the services rendered to the diplomatic and equated to themrepresentatives by the subscriber numbers indicated in the agreement on the renderingof the long-distance and international telecommunications between Rostelecom(concluded by the Operator on behalf of Rostelecom) and the diplomaticrepresentative office.

The 0% VAT rate is appliedexceptionally on the condition of the presentation by the diplomatic andequated to them representative office to the Operator of an official letter ofthe representative (signed by the head of representative office or thesubstitute, sealed by the stamp of the representative office in question),confirming that the services of Rostelecom are intended for the official use bythe representative offices or their employees.

22

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The letter must contain thefollowing phrase: “This is to confirm that the long-distance and internationaltelecommunications rendered by OAO Rostelecom (Delegatskaya str. 5, 127091,Moscow) according to the public agreement No.______ dated _________________ bythe list of subscriber numbers given below are intended for the official use bythe representative office”. The letter must contain the list of the subscribernumbers by which the services of Rostelecom are rendered, in relation to whichthe 0% VAT rate is applied, in the format:                (codeABC, DEF) (subscriber number).

The Operator is obliged toprovide the storing of the original of the indicated letters during the periodof three years starting from the date of the end of the year in which theservices of Rostelecom were rendered, and the presentation of these originalsto Rostelecom in case of necessity.

In the case of the applicationof the 0% VAT rate the Operator must draw up the invoice for the diplomatic andequated to them representative office, indicating the fact of the rendering ofthe services of Rostelecom with the application of the 0%, VAT rate, with themark “for diplomatic use”.

By non-performance of theapplication of the aforementioned conditions the Operator should apply to therendering of the services of Rostelecom to the diplomatic and equated to themrepresentative office of the 18% VAT rate.

In accordance with the Regulationsof the application of the zero VAT rate by the selling of goods (works,services) for the official use by the foreign diplomatic and equated to themrepresentative offices or for personal use by the diplomatic or administrativeand technical employees of these representative offices, including the residentfamily members, established by the Governmental Regulation of the RussianFederation No.1033 of 30.12.2000, in order to prove the validity of theapplication of the 0% VAT rate in relation to the services of Rostelecom,rendered to the diplomatic and equated to them representative offices duringthe accounting period, the Operator must present to Rostelecom:

·                  TheRegister of the Services by the rendering of which the 0% VAT rate was applied(hereinafter — Register), according to Form 5;

·                  TheRegister is presented in paper form, signed by the Director and ChiefAccountant of the Operator, as well as in the electronic form (format DBF DBASEIV).

·                  Thecopies of the letters of the diplomatic and equated to them representativeoffices listed in the Register, drawn up as indicated above and confirming thatthe Services of Rostelecom are intended for the official use by therepresentative office or their employees;

·                  Thecopies of the invoices indicated in the Register, in which it must be indicatedthat the Services of Rostelecom were rendered with the application of the 0%VAT rate, with the mark “for diplomatic use”;

·                  Thecopies of the agreements with the diplomatic and equated to them representativeoffices listed in the Register, concluded by the Operator on behalf ofRostelecom for the rendering of the Rostelecom Services.

All the indicated documents are drawn up and presentedcovering the activity of the Operator as a whole.

The indicated documents arepresented by the Operator no later than the 14th day ofthe month following the accounting month.

 
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 2006 |          | dated “__” __________ 2006 |
|            |                                 |          |                                 |

 

23

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Form 1

###### The Report for the formation of the sales log

| ** **       | ** ** | **Unique  identifier**             | ** ** | **Details of the seller’s  invoice** | ** ** | ** **               | ** ** | ** **             | ** ** | ** **             | ** ** | **Date of payment of the seller’s invoice (by  receipt of prepayment or by rendering of services  on account** | ** ** | **Sales**                                               |
|------------------|------------|------------------------------------|------------|-------------------------------------------|------------|--------------------------|------------|------------------------|------------|------------------------|------------|--------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|
| **Form  number** | ** ** | **of the  recipient  of the bill** | ** ** | **Number**                                | ** ** | **Date  (DD.MM.  YYYY)** | ** ** | **Name of  the Buyer** | ** ** | **TIN of the  client** | ** ** | **KPP of the  client**                                                                                                   | ** ** | **of the earlier received  prepayments)  (DD.MM.YYYY)** | ** ** | **total,  including  VAT** |
| ** **       | ** ** | ** **                         | ** ** | **1а**                              | ** ** | **1b**                   | ** ** | **2**                  | ** ** | **3**                  | ** ** | **3а**                                                                                                             | ** ** | **3b**                                                  | ** ** | **4** |
|             |       |                               |       | Х                                   |       | Х                  | * *   | *Total*                |       | Х                |       | Х                                                                                                                  |       | Х                                                 |   |   |
|             |       |                               |       | ***                                       |       | ***                      |       | ***                    |       | ***                    |       | ***                                                                                                                      |       | ***                                                     |   | *** |
|             |       |                               |       | ***                                       |       | ***                      |       | ***                    |       | ***                    |       | ***                                                                                                                      |       | ***                                                     |   | *** |

 
| **Including**                                      |
|----------------------------------------------------|
| **Sales liable to taxation at the rate of**        | ** ** | ** ** |
| **18 per cent (5)**                                | ** ** | **10 per cent (6)** | ** ** | ** ** | **0 per cent** | ** ** | ** ** | **20 per cent (8)** | ** ** | **Purchases** |
| **Cost of sales  without VAT  (rubles,  kopecks)** | ** ** | **VAT  amount  (rubles,  kopecks)** | ** ** | **Cost of sales without VAT  (rubles,  kopecks)** | ** ** | **VAT  amount  (rubles,  kopecks)** | ** ** | **(rubles, kopecks)** | ** ** | **Cost of sales  without VAT (rubles, kopecks)** | ** ** | **VAT amount (rubles, kopecks)** | ** ** | ** exempt from taxation (rubles, kopecks)** |
| **5а**                                       | ** ** | **5б** | ** ** | **6а*** | ** ** | **6b*** | ** ** | **7** | ** ** | **8а*** | ** ** | **8b*** | ** ** | **9*** |
|                                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| ***                                                |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |
| ***                                                |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |

 
| **Invoice  indication  (prepayment invoice-  01/ service payment  invoice-02)** | ** ** | **Indication of services  liable to taxation at  the rate of 0% VAT (1)** | ** ** | **Number of the payment-  accounting document — payment  order (by receipt of prepayment  or by rendering of services at the  expense of the earlier received  prepayment).** | ** ** | **Legal address of the client  (central agency)** |
|---------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|
| **10****                                                                        | ** ** | **11*****                                                                 | ** ** | **12**                                                                                                                                                                             | ** ** | **13**                                            |
| Х                                                                         |       | Х                                                                   |       | Х                                                                                                                                                                            |       | Х                                           |
| ***                                                                             |       | ***                                                                       |       | ***                                                                                                                                                                                |       | ***                                               |
| ***                                                                             |       | ***                                                                       |       | ***                                                                                                                                                                                |       | ***                                               |

 

* - the columns are not filled.

** - the indication 01 isused only for the registration in the sales log of the invoices for theprepayments received on account of the rendering of the services. By the registrationof the invoices for the services, the payment for which was performed asprepayment, the indication 02 is used.

*** - the indication isused for the registration in the sales log of both the invoices for theservices liable to taxation at the 0% VAT rate, and the invoices for theprepayments received on account of the rendering of the services liable totaxation at the 0% VAT rate.
| *Director*          | * * | *(Full name)* |
|---------------------|----------|---------------|
| * *            | * * | * *      |
| *Chief  accountant* | * * | *(Full name)* |

 

24

----

 

The description of the fields for the DBF file
| **Field name** | ** ** | **Name**       | ** ** | **Type, size** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------|------------|----------------|------------|----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.             |       | Form_Numb      |       | N (2)          |       | Form number. Acquires the value of 41                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.             |       | Рeriod_d |       | С (7)    |       | Accounting period (MM.YYYY)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.             |       | Oper_code      |       | C(4)           |       | The code of the Operator is unique and is assigned  by Rostelecom                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.             |       | Subscrb_ID     |       | C(15)          |       | The unique identifier of the recipient of the bill.  The identifier is formed by the Operator on the basis of the unique  information in AСР (for instance, branch number, identifier of  user, personal account number). The identifier must coincide with the  identifier used by the transfer to the OAO Rostelecom of the user data, be  unique within the borders of the whole company of the Operator, and must  remain unchanged during the whole financial history of the user. |
| 5.             |       | Sel_f_num      |       | С (21)   |       | Details of the seller’s invoice Number                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6.             |       | Sel_f_date     |       | D              |       | Details of the seller’s invoice Date (DD.MM.YYYY)                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.             |       | Cust_name      |       | С (180)  |       | Client name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 8.             |       | Cust_inn       |       | N (12)         |       | TIN of the client                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 9.             |       | Cust_kpp       |       | N (9)          |       | KPP of the client                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.            |       | Pr_brutto      |       | N (20,4)       |       | Sales total, including VAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 11.            |       | Pr_net_18      |       | N (20,4)       |       | Sales total, excluding VAT (rubles, kopecks) liable  to taxation at the rate of 18% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                           |
| 12.            |       | Nds_18         |       | N (20,4)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 18% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                                           |
| 13.            |       | Pr_net_10      |       | N (20,4)       |       | Sales total, excluding VAT (rubles, kopecks) liable  to taxation at the rate of 10% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                           |
| 14.            |       | Nds_10         |       | N (20,4)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 10% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                                           |
| 15.            |       | Pr_net_0       |       | N (20,4)       |       | Including, the sales liable to taxation at the rate  of 0%                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 16.            |       | Pr_net_20      |       | N (20,4)       |       | Sales total, excluding VAT (rubles, kopecks) liable  to taxation at the rate of 20% * (8) of the sales                                                                                                                                                                                                                                                                                                                                                                                         |
| 17.            |       | Nds_20         |       | N (20,4)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 20% * (8) of the sales                                                                                                                                                                                                                                                                                                                                                                                                         |
| 18.            |       | No_nds         |       | N (20,4)       |       | Sales exempt from taxation (rubles, kopecks)                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 19.            |       | Pay_priz       |       | N (2)          |       | Invoice indication (prepayment invoice-01/  service payment invoice-02)                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 20.            |       | Nds_priz       |       | N (1)          |       | Indication of services liable to taxation at the  rate of 0% VAT (1)                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 21.            |       | Cust_adr       |       | C(200)         |       | Legal address of the client (central agency)                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 22.            |       | Cust_Pay_d     |       | D              |       | Date of liquidation of seller’s invoice                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 23.            |       | Cust_Pay_n     |       | C(21)          |       | Number of the payment-accounting document — payment  order (by receipt of prepayment or by rendering of services at the expense of  the earlier received prepayment).                                                                                                                                                                                                                                                                                                                          |

 

25

----

 

Form 2

Register of the Servicesof Rostelecom and the prepayments on account of the rendering of the Servicesof Rostelecom, included into the consolidated invoices, registered in the saleslog for _________**__**

 
| **Form   number** | ** ** | **Ref. No.** | ** ** | **Unique  identifier of  the recipient  of the bill** | ** ** | **Name of User** | ** ** | **Address of individual** | ** ** | **TIN of the client-individual** | ** ** | **Invoice number** | ** ** | **Cost of services (including VAT, rubles,  kopecks)** | ** ** | **Amount of VAT in service cost (rubles,  kopecks)** | ** ** | **Invoice indication (prepayment invoice-01/  service payment invoice-02)** |
|------------------------|------------|--------------|------------|-------------------------------------------------------|------------|------------------|------------|---------------------------|------------|----------------------------------|------------|--------------------|------------|--------------------------------------------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------------------------------|
| ** **             | ** ** | **1**        | ** ** | ** **                                            | ** ** | **2**            | ** ** | **3**                     | ** ** | **4**                            | ** ** | **5**              | ** ** | **6**                                                  | ** ** | **7**                                                | ** ** | **8***                                                                      |
|                   |       | Х      |       |                                                  | * *   | *Total*          |       | Х                   |       | Х                          |       | Х            |       |                                                   |       |                                                 |       | Х                                                                     |
|                   |       | **           |       |                                                  |       | ***              |       | ***                       |       | ***                              |       | ***                |       | ***                                                    |       | ***                                                  |       | ***                                                                         |
|                   |       | **           |       |                                                  |       | ***              |       | ***                       |       | ***                              |       | ***                |       | ***                                                    |       | ***                                                  |       | ***                                                                         |

 
| **Details of the payment-accounting   document — payment order (by  receipt of prepayment or by rendering  of services on account of the earlier   received prepayments)** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**                                                                                                                                                                      | ** ** | **Date  (DD.MM.YYYY)** |
| **9**                                                                                                                                                                           | ** ** | **10** |
| Х                                                                                                                                                                         |   | Х |
| ***                                                                                                                                                                             |   | *** |
| ***                                                                                                                                                                             |   | *** |

-the indication 01 is used only for the prepayments received on account of therendering of the services. By the registration of the invoices for theservices, the payment for which was performed as prepayment, the designation 02is used.

The description of the fields for the DBF file

| **Field name** | ** ** | **Name**       | ** ** | **Type, size** | ** ** | **Description**                                                                                                                                                                               |   |
|----------------|------------|----------------|------------|----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 1.             |       | Form_Numb      |       | N (2)          |       | Form number. Acquires the value of 42                                                                                                                                                    |   |
| 2.             |       | Рeriod_d |       | С (7)    |       | Accounting period (MM.YYYY)                                                                                                                                                                   |   |
| 3.             |       | Oper_code      |       | C (4)          |       | The code of the Operator is unique and is assigned  by Rostelecom                                                                                                                             |   |
| 4.             |       | Subscrb_ID     |       | C(15)          |       | The unique identifier of the recipient of the bill.                                                                                                                                           |   |
| 5.             |       | User_fio       |       | С (80)   |       | Name of User                                                                                                                                                                                  |   |
| 6.             |       | Cust_adr       |       | C(200)         |       | Address of individual                                                                                                                                                                         |   |
| 7.             |       | Cust_inn       |       | N (12)         |       | TIN of the client                                                                                                                                                                             |   |
| 8.             |       | Sel_f_num      |       | С (21)   |       | Invoice number                                                                                                                                                                                |   |
| 9.             |       | Pr_brutto      |       | N (20,4)       |       | Cost of services (including VAT, rubles, kopecks)                                                                                                                                             |   |
| 10.            |       | Nds            |       | N (20,4)       |       | Amount of VAT in service cost (rubles, kopecks)                                                                                                                                               |   |
| 11.            |       | Pay_priz       |       | N (2)          |       | Invoice indication (prepayment invoice-01/  service payment invoice-02)                                                                                                                       |
| 12.            |       | Cust_Pay_n     |       | С (21)   |       | Details of the payment-accounting document — payment  order (by receipt of prepayment or by rendering of services at the expense of  the earlier received prepayment). Number            |
| 13.            |       | Cust_Pay_d     |       | D              |       | Details of the payment-accounting document — payment  order (by receipt of prepayment or by rendering of services at the expense of  the earlier received prepayment). Date (DD.MM.YYYY) |

 

26

----

Form 3

###### The Report for the formation of the purchase log

 

| ** ** | ** ** | ** ** | ** ** | **Unique identifier** | ** ** | **Details of the seller’s invoice** | ** ** | **Date of liquidation of seller’s** | ** ** | **Date of registration of goods (works,** | ** ** | ** **   | ** ** | ** **        | ** ** | ** **       | ** ** | **Country of origin of the goods** | ** ** | **Purchase total, including** |
|------------|------------|------------|------------|-----------------------|------------|------------------------------------------|------------|------------------------------------------|------------|-------------------------------------------|------------|--------------|------------|-------------------|------------|------------------|------------|------------------------------------|------------|-------------------------------|
| ** ** | ** ** | ** ** | ** ** | ** of  the**     | ** ** | ** **                               | ** ** | **Date**                                 | ** ** | **invoice**                               | ** ** | **services** | ** ** | ** **        | ** ** | **TIN**          | ** ** | **KPP**                            | ** ** | **CUSTOMS**                   | ** ** | **VAT** |
| **Form**   | ** ** | ** ** | ** ** | **recipient of**      | ** ** | ** **                               | ** ** | **(DD.MM.**                              | ** ** | **(DD.MM.**                               | ** ** | **(DD.MM.**  | ** ** | **Seller’s** | ** ** | **of the**       | ** ** | **of the**                         | ** ** | **DECLARATION**               | ** ** | **(rubles,** |
| **number** | ** ** | **No.**    | ** ** | ** the  bill**   | ** ** | **Number**                               | ** ** | **YYYY)**                                | ** ** | **YYYY)**                                 | ** ** | **YYYY)**    | ** ** | **name**          | ** ** | **seller**       | ** ** | **seller**                         | ** ** | **number**                    | ** ** | **kopecks)** |
| ** ** | ** ** | **1**      | ** ** | ** **            | ** ** | **2а**                             | ** ** | **2b**                                   | ** ** | **3****                                   | ** ** | **4*****     | ** ** | **5**             | ** ** | **5а****** | ** ** | **5b******                         | ** ** | **6***                        | ** ** | **7** |
|       |       | Х    |       |                  |       | * *                                 |       | Х                                  |       | Х                                   |       | Х      |       | Х           |       | Х          |       | Х                            |       | X                             |   |   |
|       |       | ***        |       |                  |       |                                     |       | ***                                      |       | ***                                       |       | ***          |       | ***               |       | ***              |       | ***                                |       | ***                           |   |   |
|       |       | ***        |       |                  |       | ***                                      |       | ***                                      |       | ***                                       |       | ***          |       | ***               |       | ***              |       | ***                                |       | ***                           |   | *** |

 
| **Including**                                         | ** ** | ** **                       |
|-------------------------------------------------------|------------|----------------------------------|
| **purchases liable to taxation at the rate of**       | ** ** | ** **                       | ** ** | ** ** |
| **18 per cent (8)**                                   | ** ** | **10 per cent (9)**              | ** ** | ** ** | ** ** | **20 per cent (11)** | ** ** | ** ** | ** ** | ** ** |
| **Cost of  purchases without  VAT (rubles, kopecks)** | ** ** | **VAT amount (rubles, kopecks)** | ** ** | **Cost of purchases without   VAT (rubles, kopecks)** | ** ** | **VAT amount (rubles, kopecks)** | ** ** | **0 per cent (rubles, kopecks)** | ** ** | **Cost of purchases without  VAT (rubles, kopecks)** | ** ** | **VAT amount (rubles, kopecks)** | ** ** | **Purchases exempt from taxation (rubles,  kopecks)** | ** ** | **Indication of services liable to taxation  at the rate of 0% VAT** |
| **8а**                                          | ** ** | **8b**                           | ** ** | **9а*** | ** ** | **9b*** | ** ** | **10*** | ** ** | **11а*** | ** ** | **11b*** | ** ** | **12*** | ** ** | **13** |
|                                                  |       |                             |   |   |   |   |   |   |   |   |   |   |   | Х |   | Х |
| ***                                                   |       | ***                              |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |
| ***                                                   |       | ***                              |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |

 
| *Director*          | * * | *(Full name)* |
|---------------------|----------|---------------|
| * *            | * * | * *      |
| *Chief  accountant* | * * | *(Full name)* |

 

* - the columns are notfilled.

** - the date ofprepayment receipt.

*** - the last date ofthe service month.

**** - User’s details.

27

----

Thedescription of the fields for the DBF file
| **Field name** | ** ** | **Name**                 | ** ** | **Type, size** | ** ** | **Description**                                                                                                |
|----------------|------------|--------------------------|------------|----------------|------------|----------------------------------------------------------------------------------------------------------------|
| 1.             |       | Form_Numb                |       | N (2)          |       | Form number. Acquires the value of 43                                                                     |
| 2.             |       | Рeriod_d           |       | С (7)    |       | Accounting period (MM.YYYY)                                                                                    |
| 3.             |       | Oper_code                |       | C (4)          |       | The code of the Operator is unique and is assigned  by Rostelecom                                              |
| 4.             |       | Subscrb_ID               |       | C(15)          |       | The unique identifier of the recipient of the bill.                                                            |
| 5.             |       | Sel_f_num                |       | С (21)   |       | Details of the seller’s invoice Number                                                                    |
| 6.             |       | Sel_f_date               |       | D              |       | Details of the seller’s invoice Date (DD.MM.YYYY)                                                         |
| 7.             |       | Cust_Pay_d               |       | D              |       | Date of liquidation of the seller’s invoice  (DD.MM.YYYY)                                                 |
| 8.             |       | Accept_dat               |       | D              |       | Date of registration of the receipt of goods (works,  services) (DD.MM.YYYY)                                   |
| 9.             |       | Sel_name                 |       | С (120)  |       | Name of the seller                                                                                             |
| 10.            |       | Sel_inn                  |       | N (12)         |       | TIN of the seller                                                                                              |
| 11.            |       | Sel_kpp                  |       | N (9)          |       | KPP of the seller                                                                                              |
| 12.            |       | Customs  Declaration_num |       | С (50)   |       | Country of origin of the goods. Customs Declaration  number                                                    |
| 13.            |       | Pr_brutto                |       | N (20,4)       |       | Purchase total, including VAT (rubles, kopecks)                                                                |
| 14.            |       | Pr_net_18                |       | N (20,4)       |       | Purchase total, excluding VAT (rubles, kopecks)  liable to taxation at the rate of 18% (8)                     |
| 15.            |       | Nds_18                   |       | N (20,4)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 18% (8)                                        |
| 16.            |       | Pr_net_10                |       | N (20,4)       |       | Purchase total, excluding VAT (rubles, kopecks)  liable to taxation at the rate of 10% (5) of the sales   |
| 17.            |       | Nds_10                   |       | N (20,4)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 10% (5) of the sales                      |
| 18.            |       | Pr_net_0                 |       | N (20,4)       |       | Including, purchases liable to taxation at the rate  of 0 per cent                                             |
| 19.            |       | Pr_net_20                |       | N (20,4)       |       | Purchase total, excluding VAT (rubles, kopecks)  liable to taxation at the rate of 20% * (8) of the sales |
| 20.            |       | Nds_20                   |       | N (20,4)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 20% * (8) of the sales                    |
| 21.            |       | No_nds                   |       | N (20,4)       |       | Purchases exempt from taxation (rubles, kopecks)                                                               |
| 22.            |       | Nds_priz                 |       | N (1)          |       | Indication of services liable to taxation at the  rate of 0% VAT -1, at other rates -2                         |

 

 

28

----

 

Form 4

Register of the prepayments on account of therendering of the Services of Rostelecom, included into the consolidatedinvoice, registered in the purchase log for**___________**

 
| **Form  number** | ** ** | **Ref.  No.** | ** ** | **Unique identifier of  the recipient  of the bill** | ** ** | **Name of User** | ** ** | **Invoice number** | ** ** | **Cost of services (including VAT, rubles,  kopecks)** | ** ** | **Amount of   VAT in  service cost  (rubles, kopecks)** |
|------------------|------------|---------------|------------|------------------------------------------------------|------------|------------------|------------|--------------------|------------|--------------------------------------------------------|------------|---------------------------------------------------------|
| ** **       | ** ** | **1**         | ** ** | ** **                                           | ** ** | **2**            | ** ** | **3***             | ** ** | **4**                                                  | ** ** | **5**                                                   |
|             |       | X             |       | 1.1                                                  |       | *Total*          |       | Х            |       |                                                   |       |                                                    |
|             |       | ***           |       |                                                 |       | ***              |       | ***                |       | ***                                                    |       | ***                                                     |
|             |       | ***           |       |                                                 |       | ***              |       | ***                |       | ***                                                    |       | ***                                                     |

 
| **Details of the payment order** |
|----------------------------------|
| **Number**                       | ** ** | **Date  (DD.MM.YYYY)** |
| **6**                            | ** ** | **7** |
| Х                          |   | Х |
| ***                              |   | *** |
| ***                              |   | *** |

* - invoice number assigned upon receipt of theprepayment

**The description of the fields for the DBF file**
| **Field name** | ** ** | **Name**       | ** ** | **Type, size** | ** ** | **Description**                                                   |
|----------------|------------|----------------|------------|----------------|------------|-------------------------------------------------------------------|
| 1.             |       | Form_Numb      |       | N (2)          |       | Form number. Acquires the value of 44                        |
| 2.             |       | Рeriod_d |       | С (7)    |       | Accounting period (MM.YYYY)                                       |
| 3.             |       | Oper_code      |       | C (4)          |       | The code of the Operator is unique and is assigned  by Rostelecom |
| 4.             |       | Subscrb_ID     |       | C(15)          |       | The unique identifier of the recipient of the bill.               |
| 5.             |       | User_fio       |       | С (80)   |       | Name of User                                                      |
| 6.             |       | Sel_f_num      |       | С (21)   |       | Invoice number                                                    |
| 7.             |       | Pr_brutto      |       | N (20,4)       |       | Cost of services (including VAT, rubles, kopecks)                 |
| 8.             |       | NDC            |       | N (20,4)       |       | Amount of VAT in service cost (rubles, kopecks)                   |
| 9.             |       | Cust_Pay_n     |       | C(25)          |       | Details of the payment order Number                               |
| 10.            |       | Cust_Pay_d     |       | D              |       | Details of the payment order Date (DD.MM.YYYY)                    |

29

----

** **

Form 5

###### Register of the Services which were renderedat 0% VAT for ________

| **Form**   | ** ** | ** **                         | ** ** | **Cost of**  | ** ** | **Details of the invoice** |
|------------|------------|------------------------------------|------------|--------------|------------|----------------------------|
| **number** | ** ** | **Name of representative offices** | ** ** | **services** | ** ** | **Number**                 | ** ** | **Date** |
| ** ** | ** ** | **1**                              | ** ** | **2**        | ** ** | **3**                      | ** ** | **4** |
|       |       | *Total*                            |       |         |       | Х                    |   | X |
|       |       | ***                                |       | ***          |       | ***                        |   | *** |
|       |       | ***                                |       | ***          |       | ***                        |   | *** |

 
| **Details of the letter of confirmation** | ** ** | **Details of the agreement with the User** |
|-------------------------------------------|------------|--------------------------------------------|
| **Number**                                | ** ** | **Date**                                   | ** ** | **Number** | ** ** | **Date** |
| **6**                                     | ** ** | **7**                                      | ** ** | **8** | ** ** | **9** |
| Х                                   |       | Х                                    |   | Х |   | Х |
| ***                                       |       | ***                                        |   | *** |   | *** |
| ***                                       |       | ***                                        |   | *** |   | *** |

 
| *Director*          | * * | *(Full name)* |
|---------------------|----------|---------------|
| * *            | * * | * *      |
| *Chief  accountant* | * * | *(Full name)* |

 

The description of thefields for the DBF file
| **Field name** | ** ** | **Name**       | ** ** | **Type, size** | ** ** | **Description**                                                   |
|---------------------|------------|----------------|------------|---------------------|------------|-------------------------------------------------------------------|
| 1.                  |       | Form_Numb      |       | N (2)               |       | Form number. Acquires the value of 44                        |
| 2.                  |       | Рeriod_d |       | С (7)         |       | Accounting period (MM.YYYY)                                       |
| 3.                  |       | Oper_code      |       | C (4)               |       | The code of the Operator is unique and is assigned  by Rostelecom |
| 4.                  |       | Prs_n          |       | C(100)              |       | Name of representative offices                                    |
| 5.                  |       | Embassy_n      |       | N (20,4)            |       | Cost of services                                                  |
| 6.                  |       | Sel_f_num      |       | C(21)               |       | Details of the invoice Number                                     |
| 7.                  |       | Sel_f_date     |       | D                   |       | Details of the invoice Date                                       |
| 8.                  |       | Lettr_num      |       | C(21)               |       | Details of the letter of confirmation Number                      |
| 9.                  |       | Lettr_date     |       | D                   |       | Details of the letter of confirmation Date                        |
| 10.                 |       | Contract_n     |       | C(25)               |       | Details of the agreement with the users Number                    |
| 11.                 |       | Contract_d     |       | D                   |       | Details of the agreement with the users Date                      |

**Note to drawing up of Forms:**

The transferred files must benamed in accordance with the following name structure:

XXXXYY ZZZZZZ FFF UU.DBF,

where

-                                  XXXX-four-digit sign-digit operator number assigned by Rostelecom

-                                  ZZZZZZ— accounting period in the form YYYYMM

-                                  FF— conventional number of the form of the Operator’s report. Can acquire thevalues: 41,42,43,44,45

-                                  UU— report ordinal number. The ordinal number of the document sent by thecommunication Operator to Rostelecom for the first time is always indicated 00.In case of detection of discrepancy between the Operator’s data and the data ofRostelecom on the data contained in the file or its faulty filling the Operatorprepares a new amended version of the file and sends it to Rostelecom inaccordance with the terms determined by the conditions of the agency agreement.Every new version of the file is formed by means of increasing the documentordinal number by 1.

 

 

30

----

 

Appendix No. 5to Agreement No. ____dated __________________

 

**Acceptance Act for ServicesRendered**

**Under Agreement No _____________ dated**

**For _____________ month ____________**

 

| Date: |   | Date:                       200 _ |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

 

This Acceptance Act was made up by Rostelecom, Open Joint-Stock Companyfor Long-Distance and International Telecommunications, hereinafter referred toas “Rostelecom”, represented by __________, acting on the ground of thePower of attorney dated _______________ No. _____, on the one hand,and ___________________________________, hereinafter referred to as the“Operator”, represented by _____________________, acting on the ground of _______________________hereinafter altogether referred to as the “Parties”, confirming the followingservices rendered by Operator Rostelecom next services:

 
| **Ref. No.** | ** ** | **Service Description**                                                                                                                           | ** ** | **The base for service cost  counting**   | ** ** | **Service Tariff, rubles/pcs** | ** ** | **Service Cost inc. VAT, rubles** | ** ** | **Including VAT, rubles** |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|--------------------------------|------------|-----------------------------------|------------|---------------------------|
| ** **   | ** ** | ** **                                                                                                                                        | ** ** | **Title**                                 | ** ** | **Value**                      | ** ** | ** **                        | ** ** | ** **                | ** ** | ** ** |
| **1**        | ** ** | **2**                                                                                                                                             | ** ** | **3**                                     | ** ** | **4**                          | ** ** | **5**                             | ** ** | **6**                     | ** ** | **7** |
| 1            |       | Services, stipulated by para. 3.3.2 of the  Agreement:                                                                                            |       |                                      |       |                           |       |                              |       |                      |   |   |
| 1.1.         |       | Billing processing of telecommunications                                                                                                          |       | Capacity of outgoing LD/Int traffic, min. |       |                           |       |                              |       |                      |   |   |
| 1.2.         |       | Forming, printing, storing, making account copies                                                                                                 |       | Capacity of outgoing LD/Int traffic, min. |       |                           |       |                              |       |                      |   |   |
| 1.3.         |       | Forming, printing, storing, making copies of  invoices, acceptance certificates, signing up the acts of reconciliation the  payments with clients |       | Capacity of outgoing LD/Int traffic, min. |       |                           |       |                              |       |                      |   |   |
| 1.4.         |       | Preparation of the reporting forms                                                                                                                |       | Documents package                         |       |                           |       |                              |       |                      |   |   |
| 1.5.         |       | Delivery of the documents                                                                                                                         |       | Capacity of outgoing LD/Int traffic, min. |       |                           |       |                              |       |                      |   |   |
| **Total**    |       |                                                                                                                                              |       |                                      |       |                           |       |                              |       |                      |   |   |

The rendered services cost aggregated _____________, including VAT ______________.

The services were presented properly and according to Agreement terms.

----

 
| **For Rostelecom:** | ** ** | **For Operator:**                         |
|---------------------|------------|-------------------------------------------|
|                |       |                                      |   |   |   |   |
| Seal here           |       |                                      |   | Seal here |   |   |
|                |       | dated “___” ______________ 200_ |   |   |   | dated “___” ______________ 200_ |

 

 

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Appendix No. 6to Agreement No. _____dated  _________________

# **List ofReporting Forms**

**1. Operator provides the information to Rostelecomfor forming the reports based on the next forms of state statistics reporting:**

1. F 88 Outgoing payable exchange data - presentedmonthly

2. F 4 Data of exchange over the telecommunicationnetworks - presented once in a quarter

3.F 12 Data of incomes of communication companies - presented monthly

4. F 65 Data of incomes from telecommunications -presented once in a quarter

**The procedure of providing the information toRostelecom**

Data, according tothe statistic accounts forms by way of universal pattern are passed toRostelecom.

While working outthe title list of the sample, it is necessary to put the unique number of theentity, registered in Rostelecom for the data that have to be registered in thestatistic accounts forms of Rostelecom.

The terms ofproviding forms to Rostelecom:

 
| **form No.** | ** ** | **The terms of providing information by  Operator** |
|--------------|------------|-----------------------------------------------------|
| 12           |       | 7                                                   |
| 4            |       | 7                                                   |
| 88           |       | 5                                                   |
| 65           |       | 27                                                  |

The day of a month, going after the reporting period is shown.

Example of the filling the sample.
| Name of firm  (organization department)                                         |   | Operator      |   |   |   |        |
|---------------------------------------------------------------------------------|--------|---------------|--------|--------|--------|-------------|
| Document code                                                                   |   | 1             |   | OKDP   |   | 5420030     |
| Firm code                                                                       |   | 51500х  |   | OKONKh |   | 52300       |
| Head of firm  (organization department)                                         |   | Parfenov A.I. |   | OKATO  |   | 50401372000 |
|                                                                            |   |          |   |   |   |        |
|                                                                            |   |          |   | OKOGU  |   | 49008       |
| OKPO          (8  characters) |   | 04856347      |   | OKOPF  |   | 90          |
| Organization  department code                                                   |   | 0             |   | OKFS   |   | 34          |

Comment: enterprise code  _ - 51500х (given by the Computer Center)

Note. Accounting forms, according the present AppendixNo., presented to Rostelecom by Operator not later than 3 days before the dateof providing such forms to the proper state authority.

 
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 200_ |          | dated “__” __________ 200_ |
|            |                                 |          |                                 |

 

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Appendix No. 7to Agreement No. _____dated  _________________

### **Procedurefor Checking Operator for the Correct Performance of the Agreement Terms**

1.                             The Appendix determines the list of measures,which should be taken by the Parties (Rostelecom and Operator) for the controlof completeness and fidelity of the Operator’s Reports on the volume andaccrual proceeds for the provided telecommunications.

2.                             The Appendix determines the methods ofchecking Operator’s Reports on the volume and accrual proceeds for the providedtelecommunications.

3.                             The realization of the control may beinitiated during the period of validity of the current Agreement.

4.                             The reasons for the beginning ofimplementation the control measures are:

discrepancies of thetotal cost and volume data parameters of the Rostelecom and Operator’s reports,exceeding 3% relatively to the indices of the Rostelecom,

complaints from the Usersside.

5.                             The following actions can be performed in thecontrol:

reconciliation of theOperator’s Reports and Rostelecom data;

detailed reconciliationthe Parties data;

comprehensive technicalstudy;

the checking of thefidelity of VAT rates adaptation;

the checking of thefidelity of adaptation the tariffs for telecommunications provided byRostelecom upon the issue of the bills;

clarification of thereasons of origin (increasing/decreasing) notes payable by the Users and so on.

6.                             Revise of the Operator’s Reports andRostelecom data.

6.1.                    The basis forreconciliation of the Operator’s Reports and Rostelecom data is the discrepancyin cost and volume parameters IS Opeator’s Reports and Rostelecom data.

6.2.                    Rostelecomforms and directs to the Operator comparative analysis of the Operator’sReports (tables 1.1-1.6 Appendix 3 to the Agreement) and Rostelecom dataform table 1 (Excel format) of this Appendix, marking out directions (no morethan 5), on which the discrepancies are the largest.

6.3.                    Operatorduring 5 working days realizes counter-analysis of the Rostelecom report inorder to using the terms of telecommunications:

minimal  non-tariff limit of the calls,

type of the calls numberround-off,

tariffs.

6.4.                    If Operatorrevealed the mistake on the stage, stated in par. 6.3 of this Appendix, and itscorrection removed the discrepancies, then the Parties co-ordinate the term ofthe mistake removal, the correction of the original documents (Operator’sReports, User bills and so on) and state the date of re-calculation.

6.5.                    If the mistakewas not found or its correction didn’t remove the discrepancies, then theParties fix such discrepancies in revise act.

**7.****                            Detailedreconciliation**

7.1.                    The ground forthe detailed reconciliation are discrepancies fixed in the revise act on thestage of revise the Operator’s Reports and Rostelecom data.

7.2.                    The Partiesadjust with the operation factors of the detailed reconciliation:

time factors (month,week, day, hour and so on),

ancillary parameters(switchboards, trunks, numbering capacity),

directions of thedetailed reconciliation (codes AВС/DEF),

size of the detailedreconciliation,

----

data exchange type.

The format sample foraccordance of measured service data for a detailed revise, indicated in Table 2of the Appendix, can be changed depending on technical abilities of the Parties.

7.3.                    Detailedreconciliation is conducted under the agreement of the Parties using theresources of Rostelecom and/or Operator. The results of the reconciliation,performed by Rostelecom, send to the address of Operator not later than after 7working days from matching of the operation factors, indicated inpara. 7.2 of the Appendix.

7.4.                     The partiesconduct analysis of the results of the detailed reconciliation.

If Operator revealed themistake on the stage, stated in para. 7.3 of the Appendix, and it’scorrection removed the discrepancies, then the Parties co-ordinate the term ofthe mistake removal, the correction of the primary documents (Operator’sReports, User bills and so on) and state the date of re-calculation.

7.5.                    If the mistakewas not found or it’s correction didn’t remove the discrepancies, then theParties fix such discrepancies in revise statement not later than 3 workingdays after results of the detailed revision will be ready. The Parties willco-ordinate the next steps:

Another addition,ancillary parameters of the revise are selected (repeated execution of thestage of the detailed reconciliation),

comprehensive technicalstudy should be performed.

8.                             Comprehensive technical study.

8.1.                    The reason forthe realization of the comprehensive technical study is coordinated on theprevious stages statements and the absence of the ascertained reasons fordiscrepancies.

8.2.                    In the contextof the comprehensive technical study it can be realized by the associatedParties:

verification of capacityfor work of communication channels;

verification of therecording completeness  of the tarifffiles;

verification of recordingconditions of the tariff files;

registration of theprobing calls;

verification of therouting Regulations;

verification of thesoftware, used in the system of collection and processing of tariff informationand so on;

using indirect methods ofresearch.

8.3.                    After gettingthe results the report is organized and agreed by the Parties, the usedmethods, conclusions, recommendations for eliminating the reasons, caused thediscrepancies, the terms of removal such reasons are indicated inside thisreport. According to the conclusions of the reports of the comprehensivetechnical study, the decision is taken about the date of re-calculation andnecessity of adjustment of the bills, presented to the Users.

Table 1. Dedicated reconciliation form
|            | ** ** | ** **                             | ** ** | ** **         | ** ** | ** **           | ** ** | ** **    | ** ** | ** **          | ** ** | **Rostelecom  data** | ** ** | **Operator  data** | ** ** | **Discrepancies** | ** ** |
|------------|------------|----------------------------------------|------------|--------------------|------------|----------------------|------------|---------------|------------|---------------------|------------|----------------------|------------|--------------------|------------|-------------------|------------|
| **Period** | ** ** | **Zone  AВС of  Operator** | ** ** | **User  category** | ** ** | **Tariff  category** | ** ** | **Direction** | ** ** | **Direction  code** | ** ** | **min**              | ** ** | **tariff**         | ** ** | **total**         | ** ** | **min** | ** ** | **tariff** | ** ** | **total** | ** ** | **%  (min)** | ** ** | **%  (rubles)** | ** ** |
|            |       |                                   |       |               |       |                 |       |          |       |                |       |                 |       |               |       |              |       |   |   |   |   |   |   |   |   |   |   |
|       |       |                                   |       |               |       |                 |       |          |       |                |       |                 |       |               |       |              |       |   |   |   |   |   |   |   |   |   |   |

Table 2. Format of call service data

Data should bepresented in electronic file using format dbf or xls
| Tel_A* | ** ** | **Tel_В*** | ** ** | **Mn_I*** | ** ** | **Mn_O*** | ** ** | **Date*** | ** ** | **Time*** | ** ** | **D_sec*** |
|--------|------------|------------------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|------------|
|        |       |             |       |      |       |      |       |      |       |      |       |       |

* fill-in spaces are marked

Field Tel_A*:Number of the subscriber A phoneField Tel_B*: Number of the subscriber B phoneField Mn_I*: Mnemonics of incoming group of channels

----

Field Mn_O*:Mnemonics of outgoing group of channelsField Date*: Date of the call beginning (DDММYY)Field Time*: Time of the call beginning (HHММSS)Field D_sec*: Call duration (in seconds)

** **
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 200_ |          | dated “__” __________ 200_ |
|            |                                 |          |                                 |

 

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Appendix No. 8to Agreement No. _____dated  _________________

### **Register of Users Debts for Long-Distance andInternational Telecommunications ofOAO Rostelecomon ____________, the claim right transferred fromOAO Rostelecom to _____________**

 
|              | ** ** | **User information**                                                     |
|--------------|------------|--------------------------------------------------------------------------|
| **Ref. No.** | ** ** | **Name of user — legal entity/ Full name of  the user- individual** | ** ** | **Legal address of the legal entity/  individual telephone installation address** | ** ** | **TIN of the legal entity and of the  individual — individual entrepreneur** |
| 1            |       | 2                                                                        |   | 3 |   | 4 |
|         |       | Total                                                                    |   | Х |   | Х |
|         |       |                                                                     |   |   |   |   |

 
| **Indebtedness information** |
|------------------------------|
| **Sum of indebtedness**      | ** ** | ** ** | ** ** | ** ** | ** ** | **Services payment account details** | ** ** | **Services invoice details** |
| **total, rubles**            | ** ** | **including  VAT, rubles** | ** ** | **Period of  service rendering** | ** ** | **Established date  of services payment** | ** ** | **number** | ** ** | **date** | ** ** | **number** | ** ** | **date** |
| 5                            |   | 6 |   | 7 |   | 8 |   | 9 |   | 10 |   | 11 |   | 12 |
|                         |   |   |   | Х |   | Х |   | Х |   | Х |   | Х |   | Х |
|                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

Total Debtor debt amounton ______20___,  the right of which istransferred from OAO Rostelecom to _____________, amountingto____________________rubles.

 
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 2006 |          | dated “__” __________ 2006 |
|            |                                 |          |                                 |

 

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 Appendix No. 9to Agreement No. _____dated  _________________

**Procedure for Parties’ Handlingof User Claims (Complaints)Related to Providing/Failure to Provide Telecommunications**

1.1.                    In case of oral or written claim (complaint) byUser in connection with the rendering/non-rendering of the TelecommunicationServices, the Operator:

1.1.1.           Operatorverifies the fact of ascertainment of long-distance and internationalcommunication because of providing telecommunications based on Operatorsequipment data.

1.1.2              Operator verifies the fidelity of presentingthe bill and amounts to be paid on the telecommunications bill and makesnecessary corrections (including bill cancellation), if there is a mistake inthe bill.

1.1.3              In case if User claims (complaints) for qualityof the telecommunications and after realization of measures, indicated inpara. 1.1. are not withdrawn, then Operator registers such claims in accordancewith the Operator’s internal regulations:

1.1.4              In connection to claims (complaints) acceptedby the Operator according to para. 1.1.3., the Parties cooperate asfollows:

1.1.5              Operator sends to Rostelecom an inquiry usinge-mail or fax (e-mail:_______________, fax No. ______). The inquirycontains:

### ·                               Subscribernumber of the User, presented the claim (complaint);

### ·                               dateand Moscow time of connection;

### ·                               callednumber;

### ·                               durationof providing telecommunications,

### ·                               amountto be paid.

1.1.6              Rostelecom within 5 working days from themoment of receiving the inquiry from Operator provide the Operator with theresult of handling of the claim (complaint) via e-mail (e-mail_____________).At the same time Rostelecom send by fax and mail to Operator the instructionson future work with such User claim (complaint).

1.1.7              In case of confirmation validity of User claims(complaints), Rostelecom informs Operator about this within 5 working days fromthe moment of receiving inquiry. In such case Operator cancel the bill fortelecommunications.

1.1.8              Operator re-calculates telecommunications, incase of confirming validity of User claims (complaints).

 
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 200_ |          | dated “__” __________ 200_ |
|            |                                 |          |                                 |

 

 

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**Appendix No. 10**to Agreement No. _____dated  _________________

**REGULATIONS**

**for Handling of Receivables andPayables and Order of Receivables and Payables Write-Off**

**1. Terms and Definitions**

1.1.                  Receivables duefrom Users — receivables from legal entities and individuals related topayments for long-distance and international telecommunications rendered to thelatter by Rostelecom.

1.2.                     OverdueReceivables — Receivables due from Users not settled during the term specifiedin the agreement (invoice). The Overdue Receivables fall into Receivables Realfor Collection, Bad Receivables.

1.3.                  Receivables Realfor Collection — Overdue Receivables in relation to which there exist groundsfor considering it to be voluntary paid within reasonable time, or enforced byaction.

1.4.                  Bad Receivables —Overdue Receivables, collection of which is impossible.

1.5.                    Qualified BadReceivables — Overdue Receivables collection of which is impossible due to thefollowing reasons:

-                                  thelimitation period for claims related to collection of indebtedness inaccordance with current law has elapsed;

-                                  liabilityto pay the indebtedness has been terminated due to liquidation of a legalentity (article 419 CC RF) or death of an individual (article 418 CC RF);

-                                  thedebtor, if a legal entity, has been declared bankrupt or bankruptcy proceedingsin relation to them have been finished;

-                                  enforcementproceedings in relation to indebtedness is impossible due to expiration of termfor directing of a court order for execution.

1.7.                    Payablesdue Users — indebtedness of Rostelecom towards individuals in the amount offunds received on account of oncoming long-distance and internationaltelecommunications. Payables due Users are reflected in the books ofRostelecom.

1.8                       Uncalled Payables due Users — Payables dueUsers, reclamation of which is impossible by users due to the followingreasons:

-                                  the limitation period in relation toindebtedness has elapsed;

-                                  the creditor has withdrawn due to liquidation(legal entity) or death (individual).

**2.****                         General**

2.1.                    TheseRegulations determine procedure of handling by the Operator of Receivables duefrom Users emerged in relation to rendering by the latter of long-distance andinternational telecommunications.

2.2.                  In part of issues not regulated by the presentRegulations the Operator establishes their own internal procedure for handlingReceivables which does not contradict the Agreement.

**3.****                         Reconcilementof Indebtedness**

3.1.          Reconcilement of Receivables due fromUsers and Payables due Users as per data of Rostelecom and the Operator isconducted on the basis of Operator’s Report information (form 2 of Appendix 3to the Agreement). Approval of Operator’s Report by Rostelecom simultaneouslyimplies approval of the Operator’s data on amount of Receivables due from Usersand Payables due Users.

**4.****                            Adjustmentof Indebtedness**

4.1                       In case oferrors that have caused misstatement of amount of Receivables due from Usersand Payables due Users are detected, the indebtedness can be adjusted inaccordance with the procedure outlined in the present article.

4.2.                    In accordancewith the present article, it is required to conduct adjustment of misstatementsof Receivables due from Users and Payables due Users, which have emerged in theresult of:

·                                errorsof the Operator during classification of monetary funds received from users;

·                                errorsduring accrual of indebtedness for Rostelecom long-distance and internationaltelecommunications (excluding cases of illegal and unauthorized connection tothe Operator’s communication network).

·                                4.3. Adjustment of indebtedness is carried out on amonthly basis.

----

·                                4.4. For adjustment of indebtedness the Operatordraws up and submits to Rostelecom the following documents:

·                                Listof adjustments of Receivables due from Users and Payables due Users as per Form 1of the Regulations;

·                                Copiesof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users (acts of settlements reconcilement, invoices, paymentdocuments, claims, judicial decisions, etc.);

·                                Registerof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users as per Form 2 of the present Regulations.

The documents are submitted by the Operator along withOperator’s Report (Appendix No. 3 to the Agreement) on paper andelectronically (Excel format, excluding copies of documents confirmingnecessity of adjustment of Receivables due from Users and Payables due Users).

4.5.                  Rostelecomstudies the documents submitted by the Operator and, provided comments are absent,approves them within 45 days from the date of submitting. The approval impliesa respective endorsement on List of adjustments of Receivables due from Usersand Payables due Users.

During 5 days from the approval of documentsRostelecom forwards to the Operator the approved copy of List of adjustments ofReceivables due from Users and Payables due Users.

In case comments on the documents submitted by theOperator are present, Rostelecom notifies the Operator in writing not laterthan 45 days from the date of presentation of documents. During 30 days fromthe moment of receipt of such notification the Operator must remove therevealed comments and submit to Rostelecom documents, which have been commentedon by Rostelecom, anew.

4.6.                     On the basisof List of adjustments of Receivables due from Users and Payables due Usersapproved by Rostelecom, the Parties introduce adjustments into accountingrecords during the month in which Rostelecom approved the List. During the samemonth adjustments of indebtedness are included into forms 2.1 and 2.2 of theOperator’s Report (Appendix No.3 to the Agreement).

4.7.                  Where debtcorrections are connected with corrections of Previous Revenues, the amount ofthese corrections is to be taken by the parties into account during thecorrection period.

**5.****                            Inventoryof Indebtedness**

5.1.                  Annually, as of December 1of each year, the Operator carries out inventory of Receivables due from Usersand Payables due Users. The inventory is taken in accordance with inventorynormative documents in force for the moment of its taking. For the moment ofsigning of the Contract, Guidelines on inventory of property and financialliabilities, approved by Order of RF MF No.49 dated 13.06.1995, serve as suchdocument.

5.2.                  As per results ofinventory the Operator draws up:

·                                InventoryDeed as per Form 3 of the Regulations;

·                                Appendicesto Inventory Deed as per Form 4 of the Regulations;

·                                Listof adjustments of Receivables due from Users and Payables due Users as per Form 1of the Regulations;

·                                copiesof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users (acts of settlements reconcilement, invoices, paymentdocuments, claims);

·                                Registerof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users as per Form 2 of the present Regulations.

Documents are submitted by the Operator on paper(excluding Appendices to Deed of Inventory) and electronically (Excel format,except document copies confirming the necessity of adjustment of Receivablesdue from Users and Payables due Users) not later than February 15 of theyear which follows the year the inventory is taken as of December 1.

5.3.                    Rostelecomexamines the documents submitted by the Operator and, in case comments areabsent, approves them within 45 days from the moment of their presentation.

Approval of the said documents by Rostelecom implies:

·                                approvalby Rostelecom of inventory results;

·                                approvalby Rostelecom of adjustments of Receivables due from Users and Payables dueUsers, proposed by the Operator in relation to revelation of errors andmisstatements.

During 5 days from the date of approval of documents,Rostelecom forwards to the Operator:

·                                notificationon approval of inventory results and adjustments of Receivables due from Usersand Payables due Users in an optional form. The said notification, among otherthings, must contain information on the 

----

period (month) during which adjustments are made inthe accounting records of Rostelecom and the Operator;

·                                approvedcopy of Inventory Deed;

·                                approvedcopy of List of adjustments of Receivables due from Users and Payables dueUsers.

In case comments on the documents submitted by theOperator are present, Rostelecom notifies the Operator in writing not laterthan 45 days from the date of presentation of documents. During 30 days fromthe moment of receipt of such notification the Operator must remove therevealed comments and submit to Rostelecom documents, which have been commentedon by Rostelecom, anew.

5.4.                  On the basis ofInventory Deed and List of adjustments of Receivables due from Users andPayables due Users approved by Rostelecom, the Parties introduce adjustmentsinto accounting records during the month indicated in Rostelecom notificationon approval of inventory results and adjustments of Receivables due from Usersand Payables due Users. During the same month adjustments of indebtedness areincluded into forms 2.1 and 2.2 of the Operator’s Report (Appendix No.3 to theAgreement).

5.5.                  If adjustments ofindebtedness are related to adjustments of Received Profit for previousperiods, the amount of the adjustments is considered in the course ofsettlement by the Parties during the period adjustments are introduced.

**6.****                         Order ofCollection of Overdue Receivables**

6.1.                    In relation toUsers with Overdue Receivables, all legal measures are applied, aimed atcollection of Receivables by the Operator from Users (including: use of anautomatic informator (telephone calls), suspension communication network access,restriction of access to certain types of services rendered by Rostelecom,forwarding of warning letters (claims), bringing of suits in courts). Duringsettlement of issues of principal debt amount repayment it is allowed to drawup and signing with Users of schedules of repayment of indebtedness and penaltyaccrued in accordance with conditions of the agreement, on the basis of whichthe Users are rendered telecommunications by Rostelecom and/or in accordancewith current law.

6.2.                  In case of overduefulfillment by the User of their liabilities to pay for telecommunicationsrendered by Rostelecom, accrual of penalty is carried out in accordance withconditions of the agreement, on the basis of which the Users are renderedtelecommunications by Rostelecom and/or in accordance with current law.Nevertheless, in any case, the Operator must not collect penalty in a judicialprocedure in part exceeding 100% of the principal debt amount of acorresponding User for telecommunications rendered by Rostelecom.

6.3.                    In case ofemergence of Overdue Receivables the Operator must take the following measuresaimed at collecting of Overdue Receivables by the Operator from Users beforetaking it to court:

6.3.1.           Not later than the 10th day of the month following the Billing periodthe Operator notifies the User with Overdue Receivables on the existence andamount of overdue liabilities by means of telephone calls to such Users.

6.3.2              Not later than 20days after measures indicated in para. 6.3.1. have been taken, the Operatorsuspends access to Rostelecom services and restricts access to certain types ofservices rendered by Rostelecom in accordance with Public Offer (AppendixNo.1).

6.3.3              Not later than 20days after the measures indicated in para. 6.3.2  have been taken by the Operator, the Operatorforwards to users with Overdue Receivables warning letters (claim) regardingpresence and amount of Overdue Receivables indicating term during which suchOverdue Receivables should be settled.

6.4.                    In case after the measures indicated inpara. 6.3. have been taken the Overdue receivables have not been settled,the Operator, not later than 40 days after forwarding of a warning letterindicated in para. 6.3.3 of the present Regulations to the User withOutstanding Receivables, files a suit to regular court (for a User being anindividual) or to arbitration court (for a User being a legal entity or anindividual entrepreneur) regarding collection of Overdue Receivables from suchUser, provided the amount of such indebtedness of a User being a legal entityconstitutes not less than 1000 rubles, of a User being an individual — not lessthan 200 rubles, and the overdue period makes up 3 months. In case the overdueamount of a User being a legal entity constitutes less than 1000 rubles, and ofa User being an individual — less than 200 rubles, and the overdue period makesup 3 months, the Operator, with simultaneous forwarding to Rostelecom ofReference to Deed of Inventory of Settlements with Users for Rostelecomlong-distance and international services, forwards to Rostelecom calculation ofassumed expenses related to collection of such indebtedness. During 10 daysupon receipt of the said information Rostelecom is obliged to forward to theOperator notification stating necessity to initiate collection of indebtednessfrom such user by judicial means, or absence of such necessity. The Partieshave agreed that in case of non-receipt of the said notification fromRostelecom within 30 days from the moment of forwarding of corresponding messageto Rostelecom, the Operator does not initiate collection of such indebtedness.

6.5                       Not less than 14 calendar days prior to filinga suit specified in para. 6.4. of the present Regulations, the Operatormust forward to Rostelecom information on (1) presence of OverdueReceivables in relation to corresponding Users with on line of pre-trialmeasures taken by the Operator aimed at collection of Outstanding Receivablesby the 

----

Operator from Users, (2) amountof state duty due for payment in relation to corresponding claims withindication of payment details and purpose.

6.6.                    During 5 working days from the moment ofreceipt from the Operator of information indicated in para. 6.5.,Rostelecom independently effects payment of the state duty.

6.7.                    Introductionof restrictions on access to Telecommunications is applied to all telephoneexchanges. Termination of suspension of access of the User totelecommunications is done after complete repayment of the emerged indebtednessby the User.

In separate cases upon writteninstructions of Rostelecom the Operator has right to restore access of theDebtor to Telecommunications. In this case the Operator is not liable forcompliance with terms indicated in para. 6.3 of the present Regulations.

**7.****                            Writing-offof Receivables due from Users and Payables due Users**

7.1                       OnlyQualified Bad Receivables and Uncalled Payables due Users are subject towriting-off.

7.2.                  Writing-off ofindebtedness is carried out on the basis of inventory of Receivables due fromUsers and Payables due Users conducted on the basis of Article 5 of thepresent Appendix. The amount of Qualified Bad Receivables and Uncalled Payablesdue Users subject to writing-off is determined on the basis of Inventory Deeddrawn up by the Operator during inventory.

7.3.                  During 45 daysfrom the receipt of notification on approval of inventory results andadjustments of Receivables due from Users and Payables due Users fromRostelecom, the Operator is obliged to forward to Rostelecom the followingdocuments related to Qualified Bad Receivables and Uncalled Payables due Users,indicated in the Deed of Inventory:

·                                writtengrounding for writing-off of indebtedness as per Form 5;

·                                copiesof documents pursuant to written grounding for writing-off of indebtedness;

·                                Registerof written grounding for writing-off of indebtedness as per Form 6;

·                                Listof indebtedness being written-off as per form 7.

The Operator submits thesaid documents on paper, Register of written grounding for writing-off ofindebtedness is also submitted electronically (Excel format).

7.4.                    Rostelecomexamines the documents submitted by the Operator and, provided comments areabsent, approves written grounding for writing-off of indebtedness drawn up bythe Operator within 45 days from the date of their presentation.

During 90 days from the date of approval Rostelecomforwards to the Operator the Statement of Rostlecom Board Decision onwriting-off of Receivables due from Users and Payables due Users in the amountcorresponding to the amount of indebtedness indicated in written groundingsapproved by Rostelecom. The Statement of Rostelecom Board Decision onwriting-off of Receivables due from Users and Payables due Users enclosesRegister of written grounding for writing-off of indebtedness as per Form 6and List of indebtedness being written-off drawn up on the basis of the saidgroundings approved by Rostelecom as per Form 7.

In case comments on the documents submitted by theOperator are present, Rostelecom notifies the Operator in writing not laterthan 45 days from the date of presentation of documents. During 30 days fromthe moment of receipt of such notification the Operator must remove therevealed comments and submit to Rostelecom documents, which have been commentedon by Rostelecom, anew.

7.5.                  On the basis ofStatement of Rostlecom Board Decision on writing-off of Receivables due fromUsers and Payables due Users, Register of written grounding for writing-off ofindebtedness and List of indebtedness being written-off drawn up on the basisof the said groundings approved by Rostelecom the Parties write-off theindebtedness in the accounting records. During the same month the written-offindebtedness is included into forms 2.1 and 2.2 of the Operator’s Report(Appendix No.3 to the Agreement).

7.6                     The written-offReceivables due from Users are reflected off-balance during five years from themoment of writing-off. In case money are received in return of suchindebtedness the Operator submits to Rostelecom a Report on monetary fundsreceived in return of written-off Receivables as per Form 8. The Report issubmitted along with Operator’s Report for the period during which the monetaryfunds are received.

The cost of Operator’s services related to handling ofReceivables for the period during which the monetary funds are received isincreased for the amount of received monetary funds.

----

 
| For Rostelecom: |                                 | For Operator: |                                 |
|-----------------|--------------------------------------|---------------|--------------------------------------|
|            |                                 |          |                                 |
| Seal here       |                                 | Seal here     |                                 |
|            | dated “__” __________ 200_ |          | dated “__” __________ 200_ |
|            |                                 |          |                                 |

 

 

----

 
|              | **Form 1**      |
|--------------|----------------------|
| *** *** | ***I  Approve***     |
|         |                 |
| ** **   | ***(Name,  title)*** |
| *** *** | *** ***         |
| ** **   | (Date)               |

** **

**Adjusted debts due from/to theusers for long-distance and international telecommunications provided by OAORostelecom as of _____________________________**

1. On accounts receivable

Debts for the services to which 18% VAT isapplied
|                   | ** ** | ** **                 | ** ** | **Total sum of adjustment for the period** | ** ** | **Including the total of adjusted pay for telecommunications  associated with the adjusted debts** | ** ** |
|-------------------|------------|----------------------------|------------|--------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **        | ** ** | **Period of**         | ** ** | **towards growth of  indebtedness**                            | ** ** | **towards reduction of  indebtedness**                                                                                                          | ** ** | **adjusted balance** | ** ** | **towards pay increase** | ** ** | **towards pay reduction** | ** ** | **adjusted balance** | ** ** |
| **Ref. No.** | ** ** | **indebtedness  creation** | ** ** | **Total**                                                                | ** ** | **Including  VAT**                                                                                                                                        | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** |
| **1**             | ** ** | **2**                      | ** ** | **3**                                                                    | ** ** | **4**                                                                                                                                                     | ** ** | **5** | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** | **12** | ** ** | **13** | ** ** | **14** | ** ** |
|         |       |        |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|         |       |                       |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total             |       |                  |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
| Including the total of adjusted accruals for telecommunications  associated with the adjusted debts | ** ** | **Including the aggregate Telecommunication Services payment  amount adjustments connected with debt adjustments** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **towards growth of accruals**                                                                                                              | ** ** | **towards reduction of accruals**                                                                                                                     | ** ** | **adjusted balance** | ** ** | **towards pay increase** | ** ** | **towards pay reduction** | ** ** | **adjusted balance** | ** ** |
| **Total**                                                                                                                                                  | ** ** | **Including  VAT**                                                                                                                                                   | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** |
| **15**                                                                                                                                                     | ** ** | **16**                                                                                                                                                               | ** ** | **17** | ** ** | **18** | ** ** | **19** | ** ** | **20** | ** ** | **21** | ** ** | **22** | ** ** | **23** | ** ** | **24** | ** ** | **25** | ** ** | **26** | ** ** |
|                                                                                                                                                            |       |                                                                                                                                                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                       |       |                                                                                                                                                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                            |       |                                                                                                                                                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

----

Debts for the services to which 0% VAT isapplied

 
|                   | ** ** | ** **                                 | ** ** | **Total sum of adjustment for the period** | ** ** | **Including the total of adjusted pay  for telecommunications associated with  the adjusted debts** | ** ** | **Including the total of adjusted accruals  for telecommunications associated with  the adjusted debts** | ** ** | **Including the aggregate Telecommunication  Services payment amount adjustments  connected with debt adjustments** | ** ** |
|-------------------|------------|--------------------------------------------|------------|--------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Ref. No.** | ** ** | **Period of  indebtedness  creation** | ** ** | **towards  growth of  indebtedness**                                | ** ** | **towards  reduction of  indebtedness**                                                                                                          | ** ** | **adjusted  balance**                                                                                                                                      | ** ** | **towards  pay increase**                                                                                                                                   | ** ** | **towards pay  reduction** | ** ** | **adjusted  balance** | ** ** | **towards  growth of  accruals** | ** ** | **towards  reduction of  accruals** | ** ** | **adjusted  balance** | ** ** | **towards  growth  of accruals** | ** ** | **towards  reduction of  accruals** | ** ** | **adjusted  balance** | ** ** |
| **1**             | ** ** | **2**                                      | ** ** | **3**                                                                    | ** ** | **4**                                                                                                                                                 | ** ** | **5**                                                                                                                                                      | ** ** | **6**                                                                                                                                                            | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** | **12** | ** ** | **13** | ** ** | **14** | ** ** |
|                   |       |                                       |       |                                                                     |       |                                                                                                                                                  |       |                                                                                                                                                       |       |                                                                                                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|              |       |                                       |       |                                                                     |       |                                                                                                                                                  |       |                                                                                                                                                       |       |                                                                                                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total             |       |                                       |       |                                                                     |       |                                                                                                                                                  |       |                                                                                                                                                       |       |                                                                                                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

2. On accounts payable

Debts for the services to which 18% VAT isapplied

 
|                   | ** ** | ** **                 | ** ** | **Total sum of adjustment for the period** | ** ** | **Including the total of adjusted pay for telecommunications  associated with the adjusted debts** | ** ** |
|-------------------|------------|----------------------------|------------|--------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **        | ** ** | **Period of**         | ** ** | **towards growth  of indebtedness**                            | ** ** | **towards reduction  of indebtedness**                                                                                                          | ** ** | **adjusted balance** | ** ** | **towards pay increase** | ** ** | **towards pay reduction** | ** ** | **adjusted balance** | ** ** |
| **Ref. No.** | ** ** | **indebtedness  creation** | ** ** | **Total**                                                                | ** ** | **Including  VAT**                                                                                                                                        | ** ** | **total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** | **Total** | ** ** | **Including  VAT** | ** ** |
| **1**             | ** ** | **2**                      | ** ** | **3**                                                                    | ** ** | **4**                                                                                                                                                     | ** ** | **5** | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** | **12** | ** ** | **13** | ** ** | **14** | ** ** |
|                   |       |                       |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|              |       |                       |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total             |       |                       |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
| **Including the aggregate Telecommunication Services payment amount adjustments connected with debt adjustments** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **towards pay increase**                                                                                                                                       | ** ** | **towards pay reduction** | ** ** | **adjusted balance** |
| **Total**                                                                                                                                                                | ** ** | **Including VAT** | ** ** | **Total** | ** ** | **Including VAT** | ** ** | **Total** | ** ** | **Including VAT** |
| **15**                                                                                                                                                                   | ** ** | **16** | ** ** | **17** | ** ** | **18** | ** ** | **19** | ** ** | **20** |
|                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |

 

Debts for the services to which 0% VAT isapplied

----

 

 
|                   | ** ** | ** **         | ** ** | **Total sum of adjustment for the period** | ** ** | **Including the total of adjusted pay for telecommunications  associated with the adjusted debts** | ** ** |
|-------------------|------------|--------------------|------------|--------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **        | ** ** | **Period of** | ** ** | **towards growth of  indebtedness**                            | ** ** | **towards reduction of  indebtedness**                                                                                                          | ** ** | **adjusted balance** | ** ** | **towards pay increase** | ** ** | **towards pay reduction** | ** ** | **adjusted balance** | ** ** |
| ** **        | ** ** | **indebtedness**   | ** ** | ** **                                                               | ** ** | **Including**                                                                                                                                             | ** ** | ** ** | ** ** | **Including** | ** ** | ** ** | ** ** | **Including** | ** ** | ** ** | ** ** | **Including** | ** ** | ** ** | ** ** | **Including** | ** ** | ** ** | ** ** | **Including** | ** ** |
| **Ref. No.** | ** ** | **creation**       | ** ** | **Total**                                                                | ** ** | **VAT**                                                                                                                                                   | ** ** | **total** | ** ** | **VAT** | ** ** | **Total** | ** ** | **VAT** | ** ** | **Total** | ** ** | **VAT** | ** ** | **Total** | ** ** | **VAT** | ** ** | **Total** | ** ** | **VAT** | ** ** |
| **1**             | ** ** | **2**              | ** ** | **3**                                                                    | ** ** | **4**                                                                                                                                                     | ** ** | **5** | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** | **12** | ** ** | **13** | ** ** | **14** | ** ** |
|                   |       |               |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|              |       |               |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total             |       |               |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
| **Including the aggregate Telecommunication Services payment amount adjustments connected with debt adjustments** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **towards pay increase**                                                                                                                                       | ** ** | **towards pay reduction** | ** ** | **adjusted balance** |
| **Total**                                                                                                                                                                | ** ** | **Including VAT** | ** ** | **Total** | ** ** | **Including VAT** | ** ** | **Total** | ** ** | **Including VAT** |
| **15**                                                                                                                                                                   | ** ** | **16** | ** ** | **17** | ** ** | **18** | ** ** | **19** | ** ** | **20** |
|                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |

 
| **Director**         | ** ** | **(Full name)** |
|----------------------|------------|-----------------|
| ** **           | ** ** | ** **      |
| **Chief accountant** | ** ** | **(Full name)** |

 

----

 

**Form 2**

**Registerof documents in support of adjusted debts due from/to the users forlong-distance and international communication provided by OAO Rostelecom as of_________________________**

 
| ** **        | ** ** | ** **                                 | ** ** | ** **                                                                                                                                                                                                                                | ** ** | ** **                     | ** ** | **Adjustments**                               | ** ** | ** **                                                                       | ** ** | ** **                           | ** ** | ** **                                                              | ** ** |
|-------------------|------------|--------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------|------------|-----------------------------------------------|------------|----------------------------------------------------------------------------------|------------|--------------------------------------|------------|-------------------------------------------------------------------------|------------|
| ** **        | ** ** | ** **                                 | ** ** | **Type of indebtedness**                                                                                                                                                                                                        | ** ** | ** **                     | ** ** | **towards growth  of indebtedness** | ** ** | **towards reduction  of indebtedness**                                 | ** ** | ** **                           | ** ** | ** **                                                              | ** ** | ** ** | ** ** |
| **Ref. No.** | ** ** | **Period of  indebtedness  creation** | ** ** | **(debtor for services, VAT 18%  -1/debtor for services,  VAT 0% - 2/credit for  services, VAT 18% -  3/credit for services, VAT 0% - 4)** | ** ** | **Name of  counterparty** | ** ** | **Sum of  adjustment,  rubles**          | ** ** | **Reduction of  pay in the  result of  adjustment,  rubles** | ** ** | **Sum of  adjustment,  rubles** | ** ** | **Pay increase  in the  result of  adjustment,  rubles** | ** ** | **Name and  requisites of the  documents in  support of  adjustment** | ** ** | **Number of  Note to the  Deed of  Inventory *** | ** ** | **Number of  the line in  the Note to  the Deed of  Inventory*** | ** ** |
| **1**             | ** ** | **2**                                      | ** ** | **3**                                                                                                                                                                                                                                     | ** ** | **4**                          | ** ** | **5**                                         | ** ** | **6**                                                                            | ** ** | **7**                                | ** ** | **8**                                                                   | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** |
|              |       | Total                                      |       | accounts  receivable for the services, 18% VAT                                                                                                                                                                                            |       |                           |       |                                          |       |                                                                             |       |                                 |       |                                                                    |       |   |   |   |   |   |   |
|              |       | Total                                      |       | accounts  receivable for the services, 0% VAT                                                                                                                                                                                             |       |                           |       |                                          |       |                                                                             |       |                                 |       |                                                                    |       |   |   |   |   |   |   |
|              |       | Total                                      |       | accounts  receivable for the late payment penalty                                                                                                                                                                                         |       |                           |       |                                          |       |                                                                             |       |                                 |       |                                                                    |       |   |   |   |   |   |   |
|              |       | Total                                      |       | accounts  payable for the services, 18% VAT                                                                                                                                                                                               |       |                           |       |                                          |       |                                                                             |       |                                 |       |                                                                    |       |   |   |   |   |   |   |
|              |       | Total                                      |       | accounts payable for the services, 0% VAT                                                                                                                                                                                                 |       |                           |       |                                          |       |                                                                             |       |                                 |       |                                                                    |       |   |   |   |   |   |   |

* - these linesare filled in only when making out a register on the results ofinventory-taking
| **Director**         | ** ** | **(Full name)** |
|----------------------|------------|-----------------|
| ** **           | ** ** | ** **      |
| **Chief accountant** | ** ** | **(Full name)** |

 

----

 

#### **Form 3**

| **I Approve**      |
|--------------------|
|               |
| **(Name,  title)** |
|               |
| **(Date)**         |

 

 
|                               |   |                                                  |   |             |   | Code     |
|-------------------------------|--------|-------------------------------------------------------|--------|------------------|--------|----------|
|                          |   |                                                  |   |             |   |     |
|                               |   | Form on OKUD                                          |   |             |
|                          |   |                                                  |   |             |   |     |
| signature                     |   | on OKPO                                               |   |             |
| organization  department      |   |                                                  |   |             |
|                          |   |                                                  |   | Type of activity |   |     |
|                          |   | order,   resolution,   regulation |   | number           |   |     |
| Warrant for inventory-taking: |   |                                                  |   | date             |   |     |
|                          |   | Cross out the  irrelevant.                            |   |             |   |     |
|                          |   |                                                  |   |             |   |     |
|                          |   |                                                  |   |             |   |     |   |   |   |   |
|                          |   |                                                  |   |             |   |     |   | Document number |   | Document date |   |   |   |   |
|                          |   |                                                  |   |             |   | **DEED** |   |   |   |   |   |   |   |   |

#### ** **

#### **Deed of Inventory of user settlements forlong-distance and international telecommunications provided by OAO Rostelecom**

The present Deed has beenprepared by the committee to state that as of “        “                    there was conducted an inventory-taking ofuser settlements for the long-distance and international telecommunicationsprovided by OAO Rostelecom.

During theinventory-taking the committee discovered the following:

1. On accounts receivablefor the services
|                   | ** ** | ** **                  | ** ** | ** **        | ** ** | ** **              | ** ** | **Data of the “Notes to the Deed of Inventory”** | ** ** |
|-------------------|------------|-----------------------------|------------|-------------------|------------|-------------------------|------------|----------------------------------------------------------------------------------------------------|------------|
| **Ref. No.** | ** ** | **Number  of account** | ** ** | **Account  name** | ** ** | **Accounting  figures** | ** ** | **Note,  Deed  number**                                                                            | ** ** | **Total sum** | ** ** | **Including  the  unconfirmed** | ** ** | **Reasons** | ** ** | **Adjustments  needed** | ** ** | **Bad  debts** | ** ** | **Qualified  bad  debts** | ** ** |
| **1**             | ** ** | **2**                       | ** ** | **3**             | ** ** | **7**                   | ** ** | **4**                                                                                              | ** ** | **5** | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** |
|                   |       |                        |       |              |       |                    |       |                                                                                               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|              |       |                        |       |              |       |                    |       |                                                                                               |       |   |   |   |   |   |   |   |   |   |   |   |   |

 

----

2. On accounts payable

 
|                   | ** ** | ** **                  | ** ** | ** **        | ** ** | ** **              | ** ** | **Data of the “Notes to the Deed of Inventory”** | ** ** |
|-------------------|------------|-----------------------------|------------|-------------------|------------|-------------------------|------------|----------------------------------------------------------------------------------------------------|------------|
| **Ref. No.** | ** ** | **Number  of account** | ** ** | **Account  name** | ** ** | **Accounting  figures** | ** ** | **Note,  Deed  number**                                                                            | ** ** | **Total sum** | ** ** | **Including  the  unconfirmed** | ** ** | **Reasons** | ** ** | **Adjustments  needed** | ** ** | **Uncalled  debts** | ** ** |
| **1**             | ** ** | **2**                       | ** ** | **3**             | ** ** | **7**                   | ** ** | **4**                                                                                              | ** ** | **5** | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** |
|                   |       |                        |       |              |       |                    |       |                                                                                               |       |   |   |   |   |   |   |   |   |   |   |
|              |       |                        |       |              |       |                    |       |                                                                                               |       |   |   |   |   |   |   |   |   |   |   |

 

All line and page totals,as well as the Deed of Inventory total, have been verified.
| Chairperson  of the Committee |   |   |   |      |   |   |
|-------------------------------|--------|--------|--------|-----------|--------|--------|
|                          |   | title  |   | signature |   | name   |
| **Members of the Committee:** |   |   |   |      |   |   |
|                          |   | title  |   | signature |   | name   |
|                          |   |   |   |      |   |   |
|                          |   | title  |   | signature |   | name   |
|                          |   |   |   |      |   |   |
|                          |   | title  |   | signature |   | name   |

 

 

 

 

----

 
|                         | ** ** | ** ** | **Form 4**    |
|-------------------------|------------|------------|--------------------|
|                    | ** ** | ** ** | ** **         |
| Organization            | ** ** | ** ** | **I  Approve**     |
|                    | ** ** | ** ** | ** **         |
| ** **              | ** ** | ** ** | **(Name,  title)** |
| ** **              | ** ** | ** ** | ** **         |
| Organization department | ** ** | ** ** | **(date)**         |

 

**Referenceto Deed No.        of  “       “                 .of Inventory of user settlements for long-distance and internationaltelecommunications provided by OAORostelecomas of “        “                 .**
|                   | ** ** | **Borrower’s, creditor’s** | ** ** | **Debt**          | ** ** | **Accounting** | ** ** | **Document in support of the debt  (reconcilement act or primary documents (on  the sums that are minimum for the** | ** ** |
|-------------------|------------|-------------------------------------------|------------|-------------------|------------|----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **        | ** ** | **name, address and**           | ** ** | ** **        | ** ** | **Starting**   | ** ** | **figures, rubles,**                                                                                                                                                                           | ** ** | **reconcilement act to be made out)** | ** ** |
| **Ref. No.** | ** ** | **telephone number**                 | ** ** | **What for** | ** ** | **date**       | ** ** | **kopecks.**                                                                                                                                                                                        | ** ** | **name** | ** ** | **number** | ** ** | **date** | ** ** | **sum** | ** ** |
| **1**             | ** ** | **2**                                     | ** ** | **3**             | ** ** | **4**          | ** ** | **5**                                                                                                                                                                                               | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** |
|                   |       |                                      |       |              |       |           |       |                                                                                                                                                                                                |       |   |   |   |   |   |   |   |   |
|              |       |                                      |       |              |       |           |       |                                                                                                                                                                                                |       |   |   |   |   |   |   |   |   |

 
| Debts                   | ** ** | ** **  | ** ** | ** **                  | ** ** | **Sum of the debt with regard to the adjustment** | ** ** | ** **                               | ** ** |
|-------------------------|------------|-------------|------------|-----------------------------|------------|-------------------------------------------------------------------------------------------|------------|------------------------------------------|------------|
| **unconfirmed by** | ** ** | ** **  | ** ** | ** **                  | ** ** | ** **                                                                                | ** ** | **Including the bad/uncalled** | ** ** | ** ** | ** ** |
| **the borrowers**  | ** ** | **Reasons** | ** ** | **Adjustments needed** | ** ** | **Total**                                                                                 | ** ** | **sum**                                  | ** ** | **classification** | ** ** | **Notes** | ** ** |
| **11**                  | ** ** | **12**      | ** ** | **13**                      | ** ** | **14**                                                                                    | ** ** | **15**                                   | ** ** | **16** | ** ** | **17** | ** ** |
|                         |       |        |       |                        |       |                                                                                      |       |                                     |       |   |   |   |   |
|                    |       |        |       |                        |       |                                                                                      |       |                                     |       |   |   |   |   |

 
| Accountant |   |      |   |   |   |   |
|------------|--------|-----------|--------|--------|--------|--------|
|       |   | signature |   | name   |   |   |

 

To be printed out on bothsides without the heading. Signature to be printed overleaf.

Notes:

1.                             Specifics of inventory-taking of the debts ontelecommunications with individuals:

·                      on individuals whose period outstanding is over2 months since the day in arrears —debts shall be confirmed by “reconcilementacts” (a printout from the billing system with a return receipt requested whichshall be signed by the individual and passed to the accounting department);

·                      on individuals whose period outstanding isunder 2 months since the day in arrears — confirmation of the individuals’debts for telecommunications is carried out through billing for thetelecommunications with a specification of the user’s total amount outstanding“As of       the amount outstanding is    .Should you disagree, please notify us within 10 days. Otherwise the debt shallbe deemed confirmed”;

·                      on individuals’ debts whose due date is stillto come — debts shall be confirmed by the accounting figures in a billingsystem printout of the data on the debt period.

2.                             Accounts receivable are classified in column 16in the following way: 1- with an expired period of limitation; 2 — debtsthat are bad because of the individual’s death or the liquidation of the legalentity; 3 — debts that are bad because of the legal entity’s bankruptcy; 4 —debts that are bad because of the omission of the time limit for sending theexecutive document for action; 5 — other bad accounts receivable.  Accounts payable are classified in column 16with attribute 6 — uncalled accounts payable.

----

 
|        | **Form 5** |
|--------|-----------------|
|   | ** **      |
|   | I Approve       |
|   |            |   |
|   |            | (Name, title) |
|   |            |   |
|   |            | (Date) |

 

**Writtensubstantiation for user/to user debt write-off for long-distance andinternational telecommunicationssupplied by OAO Rostelecom based on the results of inventory accounting as of                            **

*Part 1. General*
| *Name of operator:*                                                                                           | * * | * * | * * |
|---------------------------------------------------------------------------------------------------------------|----------|----------|----------|
| *Number and date of the  document:*                                                                           | * * | * * | * * |
| *Responsible division:*                                                                                       | * * | * * | * * |
| *Performer and their contacts:*                                                                               | * * | * * | * * |
| *Full name of the  debtor/creditor — legal entity, name of the individual:*                              | * * | * * | * * |
| *Debtor/creditor subscriber  number - legal entity, debtor telephone installation address — individual:* | * * | * * | * * |
| *Debtor/creditor legal address  and physical address:*                                                        | * * | * * | * * |
| *The sum of estimated  indebtedness for write-off (rubles) :*                                                 | * * | * * | * * |
| *VAT in the indebtedness (rubles)*                                                                            | * * | * * | * * |
| *Type of indebtedness (accounts  receivable / accounts payable):*                                             | * * | * * | * * |
| *Date of indebtedness creation  in the record:*                                                               | * * | * * | * * |
| *Date of inventory accounting of  the indebtedness:*                                                          | * * | * * | * * |
| *Grounds for indebtedness write-off:*                                                                         | * * | * * | * * |

* *

*Part 2. Information on thestatus of the indebtedness, its documentary evidence (all the below mentioneddocuments are enclosed in this written substantiation):*
| *General data and documents for all grounds for debtor indebtedness  write-off:*                                                                        | * * | * * | * * |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|----------|----------|----------|
| *Number  and date of the Agreement with the debtor/creditor:*                                                                                           | * * | * * | * * |
| *Certificate  of belonging of the subscriber numbers to the debtor/creditor:*                                                                           | * * | * * | * * |
| *Document  details (accounts, payment requests/payment orders, datasheets etc),  confirming the creation of indebtedness:*                              | * * | * * | * * |
| *Details  of accounts Deed of inventory, confirming the creation of indebtedness in  accounting records:*                                               | * * | * * | * * |
| *For indebtedness write-off due  to limitation period expiry:*                                                                                          | * * | * * | * * |
| *Date of  end of accounting period, to which belong the accrued items for services  supplied in conditions of unauthorized use:*                        | * * | * * | * * |
| *For indebtedness write-off due  to liquidation of the legal entity:*                                                                                   | * * | * * | * * |
| *Number  and date of the extract from the joint state register of legal units  regarding liquidation:*                                                  | * * | * * | * * |
| *Date of indebtedness write-off  due to the death of the individual:*                                                                                   | * * | * * | * * |
| *Number  and date of the certificate of death of the individual:*                                                                                       | * * | * * | * * |
| *For indebtedness write-off due  to impossibility of executive process because of expiry of period for sending  an executive document for fulfillment:* | * * | * * | * * |
| *Number  and date of the executive document:*                                                                                                           | * * | * * | * * |
| *Number and date of court ushers service act on the impossibility of  debt recovery:*                                                                   | * * | * * | * * |
| *Other enclosed documents (titles and details):*                                                                                                        | * * | * * | * * |

* *

*Appendix:documents mentioned in Part 2 on (indicate the number of) pages.*
| *Director*         | *(Full  name)* |
|--------------------|----------------|
| * *           | * *       |
| *Chief accountant* | *(Full  name)* |

* *

* *

----

**Form 6**

***Register of writtensubstantiation for user/to user debt write-off for long-distance andinternational telecommunications supplied by OAO Rostelecom based on theresults of inventory accounting as of              .***

*** ***
| Ref.  No. | ** ** | **Name of  counterparty** | ** ** | **Period of   indebtedness   creation** | ** ** | **Type of indebtedness   (debtor for services,   VAT 18% -1/debtor   for services, VAT 0%   - 2/credit for services,  VAT 18% - 3/credit   for services,   VAT 0% - 4)** | ** ** | **Grounds for indebtedness  write-off   (period of limitation   expiry —1/ legal entity   liquidation —    2/ death of the   individual — 3/   expiry of period for   sending an executive   document —4)** | ** ** | **Sum of indebtedness   (rubles, koppeks,)** | ** ** | **Including VAT   (rubles,  koppeks,)** |
|-----------|------------|--------------------------------|------------|--------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|---------------------------------------------------|
| **1**     | ** ** | **2**                          | ** ** | **3**                                                  | ** ** | **4**                                                                                                                                                                                                                                                                                                 | ** ** | **5**                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **6**                                                            | ** ** | **7**                                             |
|           |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|           |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
| Total     |       | Accounts receivable            |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       | Due to period of limitation expiry                                                                                                                                                                                                                                                                                                                                     |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|           |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       | Due to legal entity liquidation                                                                                                                                                                                                                                                                                                                                        |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|           |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       | Due to the death of the individual                                                                                                                                                                                                                                                                                                                                     |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|           |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       | Due to impossibility of executive process because of  expiry of period for sending an executive document for fulfillment:                                                                                                                                                                                                                                              |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
| Total     |       | Accounts payable               |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       | Due to period of limitation expiry                                                                                                                                                                                                                                                                                                                                     |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|           |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       | Due to legal entity liquidation                                                                                                                                                                                                                                                                                                                                        |       |                                                             |       |                                              |
|      |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                   |       |                                                             |       |                                              |
|           |       |                           |       |                                                   |       |                                                                                                                                                                                                                                                                                                  |       | Due to the death of the individual                                                                                                                                                                                                                                                                                                                                     |       |                                                             |       |                                              |

 
| **Director**         | ** ** | **(Full name)** |
|----------------------|------------|-----------------|
| ** **           | ** ** | ** **      |
| **Chief accountant** | ** ** | **(Full name)** |

** **

 

----

**Form 7**

Consolidated data of user/touser debt write-off for long-distance and international telecommunicationssupplied by OAO Rostelecom written-off on the results of inventory accountingas of                         

*1. Accounts receivable forservices*
|                   | ** ** | **Period of indebtedness creation** | ** ** | **Sum of indebtedness for services with  VAT rate of 18%** | ** ** | **Sum of indebtedness   for services with VAT   rate of 0%** | ** ** |
|-------------------|------------|----------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------|------------|
| **Ref. No.** | ** ** | **Month**                                          | ** ** | **Year**                                                                                           | ** ** | **Total**                                                                                                 | ** ** | **Including VAT** | ** ** | **Total** | ** ** |
| **1**             | ** ** | **2**                                              | ** ** | **3**                                                                                              | ** ** | **4**                                                                                                     | ** ** | **5** | ** ** | **6** | ** ** |
|                   |       |                                               |       |                                                                                               |       |                                                                                                      |       |   |   |   |   |
|              |       |                                               |       |                                                                                               |       |                                                                                                      |       |   |   |   |   |
| Total             |       |                                               |       |                                                                                               |       |                                                                                                      |       |   |   |   |   |

 

*2. Accounts payable*
|                   | ** ** | **Period of indebtedness creation** | ** ** | **Indebtedness for services   with VAT rate of 18%** | ** ** | **Indebtedness for  services   with VAT rate of 0%** | ** ** |
|-------------------|------------|----------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| **Ref. No.** | ** ** | **Month**                                          | ** ** | **Year**                                                                                | ** ** | **Total**                                                                                    | ** ** | **Including VAT** | ** ** | **Total** | ** ** | **Including VAT** | ** ** |
| **1**             | ** ** | **2**                                              | ** ** | **3**                                                                                   | ** ** | **4**                                                                                        | ** ** | **5** | ** ** | **6** | ** ** | **7** | ** ** |
|                   |       |                                               |       |                                                                                    |       |                                                                                         |       |   |   |   |   |   |   |
|              |       |                                               |       |                                                                                    |       |                                                                                         |       |   |   |   |   |   |   |
| Total             |       |                                               |       |                                                                                    |       |                                                                                         |       |   |   |   |   |   |   |

 
| **Director**         | **(Full name)** |
|----------------------|-----------------|
| ** **           | ** **      |
| **Chief accountant** | **(Full name)** |

 

----

 

**Form 8**

***Record of money fundsreceived on account of written-off debtor indebtedness***

*** ***
|                   | ** ** | **Period of indebtedness write-off** | ** ** | ** ** | ** ** | **Sum received on  account of** | ** ** |
|-------------------|------------|-----------------------------------------------------|------------|------------|------------|------------------------------------------------|------------|
| **Ref. No.** | ** ** | **Month**                                           | ** ** | **Year**   | ** ** | **Name of counterparty**             | ** ** | **indebtedness** | ** ** |
| **1**             | ** ** | **2**                                               | ** ** | **3**      | ** ** | **4**                                          | ** ** | **5** | ** ** |
|                   |       |                                                |       |       |       |                                           |       |   |   |
|              |       |                                                |       |       |       |                                           |       |   |   |
| Total             |       |                                                |       |       |       |                                           |       |   |   |

 
| **Director**         | **(Full name)** |
|----------------------|-----------------|
| ** **           | ** **      |
| **Chief accountant** | **(Full name)** |

 

 

----

 

**Form 9**

***Record of status of theindebtedness for services supplied by Rostelecom as of               ***

 

 
|                   | ** ** | **User information**              | ** ** | **Indebtedness information**       | ** ** |
|-------------------|------------|----------------------------------------|------------|-----------------------------------------|------------|
| ** **        | ** ** | **Name of user —** | ** ** | **Legal address **            | ** ** | **TIN of ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **        | ** ** | **legal entity/ **           | ** ** | **of the legal entity/** | ** ** | **the legal entity and ** | ** ** | **Sum of indebtedness** | ** ** | ** ** | ** ** | ** ** | ** ** | **Services payment** | ** ** |
| ** **        | ** ** | **Full name of the**    | ** ** | **individual telephone **     | ** ** | **of the individual —** | ** ** | **Total , ** | ** ** | **Including  ** | ** ** | **Period of ** | ** ** | **Established date of ** | ** ** | **account details** | ** ** |
| **Ref. No.** | ** ** | **user- individual**              | ** ** | **installation address**           | ** ** | ** individual entrepreneur** | ** ** | **rubles** | ** ** | **VAT, rubles** | ** ** | **service rendering** | ** ** | **services payment** | ** ** | **number** | ** ** | **date** | ** ** |
| **1**             | ** ** | **2**                                  | ** ** | **3**                                   | ** ** | **4** | ** ** | **5** | ** ** | **6** | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** |
|                   |       | Total                                  |       | X                                       |       | X |   |   |   |   |   | X |   | X |   | X |   | X |   |
|              |       |                                   |       |                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                   |       |                                   |       |                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

----

Appendix No. 11to Agreement No. ______________dated  _______________

**Form 1. Agreement onlong-distance and international telecommunications.**

**A G R E EM E N T**

**onlong-distance and international telecommunications**

The City _____________                                                                                                                                             Date:___________

Rostelecom, Open Joint-Stock Company for Long-Distanceand International Telecommunications (License for provision of long-distanceand international telecommunications No. 29777 dated  11.12.2003.*                    *), represented by *                                        * “*                                        *”,acting on behalf of and commissioned by OAO Rostelecom on the grounds of theagreement concluded between *                                        *,and OAO Rostelecom, No. *                    *dated *                    *hereinafter referred to as “Rostelecom”, represented by *                                                                                                                                                                                                       *,authorized to act by Power of Attorney dated                     No.                     ,on the one part, and                                                                                                                                           ,hereinafter referred to as the “User”, represented by                                                                                                                                                                                                         ***,*authorized to act by                                                             ,on the other part, as follows:

**1****                               DEFINITIONS:**

1.1.                  “Agreement” shallmean this Agreement for long-distance and international telecommunications,with all Appendices and Additional Agreements hereto.

1.2.                  “Billing period”means the calendar month starting immediately after the month whenTelecommunication Services were rendered to Users.

1.3.                  “Parties” shallmean Rostelecom and the User. Rostelecom and the User can be separatelyreferred to as “Party”

1.4.                    “Tariff” isthe price used for Parties payment settlement.

1.5.                  “Telecommunications”means long-distance and international Telecommunication Services rendered byRostelecom to the User using automatic service system or with the help of atelephonist.

1.6.                    “UserEquipment” shall mean user (terminal) equipment installed at:__________________________________________________________. Type of UserEquipment: telephone set, fax machine, data set (*underscorewhatever applicable*). User Equipment used individually orcollectively (*underscore whatever applicable*).Subscriber number (additional subscribernumber):________________________________.

1.7.                    “Agent” shallmean _______________________________________.

1.8.                    “Regulations”shall mean Local, Intrazonal, Long-Distance and International TelecommunicationServices rendering Regulations, approved by Resolution of the RussianGovernment No. 310 dated

**2.**                            **SUBJECT MATTER OF THE AGREEMENT**

2.1.                    Rostelecomherewith undertakes to render Telecommunications to the User, whereas the Userundertakes to effect payments for such Telecommunications on the terms andconditions and in the manner herein stated.

**3.****                            TELECOMMUNICATIONSRENDERING TERMS AND CONDITIONS**

3.1.                    On enteringinto this Agreement, the User shall be entitled to receive TelecommunicationServices, whereas Rostelecom shall render such services to the User, providedthis is technically practicable, and provided the User has access tolong-distance and international telephone communication networks.

3.2.                    To receive theTelecommunications via the automated service system, the User shall perform thefollowing course of action: dial “8” from the User Equipment; dial Rostelecom’stelephone network selection code (if and when introduced); dial call party’snumbering area code; dial call party’s subscriber number.

3.3.                    To receive theTelecommunications via the operator, the User shall perform the followingcourse of action: dial number whereby access is obtained to long-distance andinternational telecommunications provided by OAO Rostelecom via operator, i.e. “07”and/or another access number which the User can obtain via “09” inquiryservice; order long-distance or international telephone call via the operator usinginstant or delayed ordering system, in accordance with the Regulations.

----

3.4.                    TheTelecommunications shall be deemed provided as from the moment when thetelephone connection is established as the result of the course of actiondescribed under Paragraph 3.2. or Paragraph 3.3. above.

3.5.                    The access toTelecommunication Services, rendered to the User from the User equipment, canbe stopped at the initiative of Rostelecom in cases, covered by para. 7.2 ofthe Agreement.

3.6.                    Wheretechnical possibility for the rendering of the Telecommunication Services tothe User is partially unavailable, Rostelecom may limit number of call ordersand call duration or, where such technical possibility for the rendering of theTelecommunication Services is not available altogether, may deny rendering ofthe Telecommunication Services.

The User must be notified about the introduction oflimitations at the moment of order taking or in the moment of  rendering of telecommunications by orderservice system.

In case of occurrence of long-term limitations ofusing telecommunications, Rostelecom must undertake measures in order to informthe User about it using mass media, inquiry services, placing notices in placesof collective use of telecommunications etc.

3.7.                    Given technicalpossibility and on condition that access to Telecommunications is availablefrom User equipment, Rostelecom renders to the User a possibility to useTelecommunications 24 hours a day, if other is not indicated in RussianFederation law.

3.8.                    The User whichis an individual herewith agrees that effective from the moment of his/herentering into this Agreement, his/her personal details may be included ininquiry service databases and may be used for the provision of inquiry andother information services by Rostelecom or third parties.

**4.****                            RESPONSIBILITIESOF THE PARTIES**

4.1.                              Rostelecomundertakes to:

4.1.1.           RenderTelecommunication Services to the User in accordance with the law of theRussian Federation, the Regulations, national standards, technical regulationsand standards, the license, and this Agreement (and in particular to rectify,within prescribed time periods, any failures which are attributable toRostelecom and which obstruct enjoyment of the Telecommunications by the User).

4.1.2.           To notify the Userthrough mass media about changes in the conditions of service rendering,methods of payment for Telecommunications, Tariffs in no less than ten daysbefore the date when these changes are introduced

4.1.3.           To fulfill otherobligations of Rostelecom, covered by the law of Russian Federation and theAgreement.

The User undertakes to:

Pay for the Telecommunication Services rendered to itwithin the time frames envisaged by, and subject to the terms and conditionsof, this Agreement. (*For Users which are localgovernment-funded organizations: “The User shall only make use of theTelecommunications within the allocated government funding limit”*).

Perform other User’s obligations as provided for inthe current law of the Russian Federation and this Agreement.

**5.****                            RIGHTSOF THE PARTIES**

5.1.                              Rostelecomshall have the right to:

5.1.1.           Change, on a unilateralbasis, the Tariffs, payment terms and conditions and time frames pursuant toParagraph 4.1.2 above.

5.1.2.           Initiate temporarysuspension of User’s access to the long-distance and internationaltelecommunications in circumstances referred to in Paragraph 7.2. of thisContract

5.2.                    The User shallhave the right to:

5.2.1.           Raise objectionsagainst bills issued to it, in the manner described in Article 8 below.

5.2.2.           To refuse to pay forTelecommunications, that was rendered to the User without their concert.Telecommunications shall be deemed provided with User’s consent if the call ismade from the User Equipment by means of the course of action referred to in Paragraphs3.2. and 3.3. of this Agreement.

**6.****                            PAYMENTPROCEDURE**

----

6.1.                  The User shalleffect payments for the Telecommunications provided to it by Rostelecomhereunder exclusively to the bank account whereof details are stated in theTelecommunications bill. The User’s monetary obligations with respect to theTelecommunication Services provided to it shall terminate as from the momentwhen the funds are credited on the bank account specified in the bill issued tothe User or else when cash is received at the Agent’s cash desk.

6.2.                    TheTelecommunications bills shall be issued by the Agent on behalf of Rostelecom.Each Telecommunications bill shall identify the amount stated therein aspayment for the Telecommunication Services rendered by Rostelecom.

6.3.                    Tariffs forinternational telecommunications are established and changed in  accordance with the current law of RussianFederation. The User shall be notified of any such Tariffs  being introduced, in the manner described inParagraph 4.1.2. above.

6.4.                    Tariffs forinternational telecommunications are established by Rostelecom and changes canbe introduced to them at any time. The User shall be notified of any suchTariffs  being introduced, in the mannerdescribed in Paragraph 4.1.2. above.

6.5.                    The long-distanceor international call tariff unit shall be established by Rostelecom and shallbe one minute. The records of duration of long-distance and internationaltelecommunications are carried out in accordance with the tarification unitestablished by Rostelecom. The tarification unit can be changed by Rostelecomunilaterally at any time.

6.6.                    The paymentbill for Telecommunication Services in the month previous to the Billing periodis made out to the User before the 12-th day of the Billing period andindicates the total amount for each type of Services, there amount and cost.The grounds for making out the bill to the User are the data, obtained with thehelp of the equipment, used for recording the amount of Telecommunications.Payments for the Telecommunications shall be effected on a monthly basis,within 15 days after the date of the bill for the Telecommunications providedin the month immediately preceding the Billing Period.

6.7.                    The deliveryof the bill for the telecommunications to the Users is performed by mail orcourier at the option of Rostelecom.

6.8.                    The User shallpay for the Telecommunications by a transfer of funds to the account specifiedin the Telecommunications bill, or in cash at any of the Agent’s paymentcollection offices. By the payment for the Services in cash, the monetaryobligations of the User for the Services rendered are discharged from themoment of payment at the Agent’s collection office. Any cash payments may onlybe accepted from the User within limits established by the law for legalentities.

6.9.                    The Agentshall inform the Users of its payment collection offices via mass media.

**7.****                            RESPONSIBILITIESOF THE PARTIES**

7.1.                    Rostelecom andthe User bear responsibility for non-fulfillment or improper fulfillment oftheir responsibilities in the Agreement in accordance with the current law ofRussian Federation, (including the Regulations) and the Agreement.

7.2.                    In case ofdelay payment or other User violations of the requirements, established by theRussian Federation Law “On Telecommunications”, the Regulations and theAgreement, Rostelecom has a right to unilaterally initiate a stoppage ofrendering access to Telecommunications for a period until a complete debtrepayment, or, correspondingly, until a complete settlement of otherviolations, committed by the User.

7.3.                    In case of afailure to pay, or incomplete or late payment for the TelecommunicationServices, Rostelecom may enforce penalty against the User at 1% of the value ofTelecommunication Services rendered in the month immediately preceding theBilling Period and which remain unpaid, or partially unpaid, or which were paidin an untimely manner, for each day of the delay until the date on which theoutstanding debt is finally settled, but not more that the amount outstanding.The User shall pay such penalty to Rostelecom within 5 days after the claim forsuch penalty is made by Rostelecom.

**8.****                            DISPUTESETTLEMENT**

8.1.                  If any disputesand disagreements arise hereunder, they shall be settled in the mannerdescribed in this Section 8.

8.2.                  In case ofnon-fulfillment or improper fulfillment of obligations to renderTelecommunication Services by Rostelecom the User before applying to courtmakes claims to Rostelecom. The claims of the User are made and looked into onconditions and in terms covered by the current law of Russian Federation. If acomplaint lodged by the User is rejected in full or in part, or if no responseis given to such a complaint within the time frames prescribed by the Russianlaw for the review of such a complaint, the User may initiate a court action atthe Agent’s location.

8.3.                    If the User isin full or partial default on its obligation to pay for the TelecommunicationServices, the Agent may, on behalf of Rostelecom, initiate a court actionagainst the User, selecting, at its sole discretion, either the User’s locationor the location of Rostelecom (or of Rostelecom branch serving the zone wherethe User is resident (domiciled)), or

----

                                      thelocation of the Agent (or of Agent’s branch serving the zone where the User isresident (domiciled)), as the venue of such action.

**9.****                            FORCEMAJEURE**

9.1.                    The Partiesare released from responsibility for non-fulfillment or improper fulfillmentof  their obligations on the Agreement,if they prove, that proper fulfillment was impossible due to force majeure,which means extreme, unforeseen and inevitable circumstances in givenconditions. The presence of force majeure in this case prolongs the termof  fulfillment of  obligations by the Parties, proportionally tothe period of its activity. If the influence of the force majeure circumstanceslasts longer than six months, the Parties are obliged, upon proposal of one ofthe Parties, to coordinate the further actions and/or the possibility ofdenouncement of the Agreement.

9.2.                    If  the non-fulfillment of terms of servicerendering  was caused by circumstances offorce majeure, the Parties must coordinate a new term of Telecommunications rendering fulfillment.

**10.****                     AMENDMENT ANDTERMINATION PROVISIONS**

10.1.              This Agreement maybe terminated prior to its stated expiration date in circumstances and in themanner provided for by the law of the Russian Federation.

10.2.              In case oftermination of the Agreement the Parties must conduct mutual exchanges on allobligations.

10.3.              Any amendments tothis Agreement shall be executed as supplementary agreements hereto which shallbe prepared in two counterparts and shall be signed by the User (or itsauthorized representative) and Rostelecom (via its authorized representative).

**11.****                     PERIOD OF VALIDITYOF THE AGREEMENT**

11.1.              This Agreement shalltake effect as from the date it is signed by Rostelecom and the User and shallbe deemed effective for an unlimited period of time.

**12.****                     MISCELLANEOUS**

12.1.              Rostelecom and theUser admit that the present agreement is obligatory for fulfillment for bothParties considering all conditions.

12.2.              All legal relationsof the Parties, arising in connection with rendering Telecommunication Servicesto the User by Rostelecom, which are not covered directly by the Agreement, areregulated by the Regulations and regulatory documents of RF

12.3.              The User is informedabout and agrees to the characteristics of rendered Telecommunications,concerning their quality, safety and limitations

12.4.              The User isfamiliarized with the Regulations and undertakes the obligation to observethem.

12.5.              This Agreement isprepared in two counterparts of equal legal effect, one counterpart for eachParty.

12.6.              As there exists anagreement between Rostelecom and the Agent whereby the Agent is authorized tobill the User for the Telecommunication Services provided, collect paymentsfrom the Users for the Telecommunication Services provided,  and to handle any complaints and courtactions lodged by or against the User, the User herewith agrees, respectively,to accept Telecommunication Services bills issued by the Agent, effect paymentsfor Telecommunication Services to the Agent, reconcile mutual accounts with theAgent and submit to the Agent, in the manner prescribed herein, any complaintslodged against Rostelecom in connection with Rostelecom’s failure to perform,or improper performance of, this Agreement.

**13.****                     AGENT’SADDRESS AND BANKING DETAILS:**

**14.****                     ADDRESSES ANDBANKING DETAILS OF PARTIES**

----

 
| User: *(as a minimum, specify the following: subscriber  information (full name, date and place of birth, details of  identifying document, - for individuals; official (trade) name  — for legal entities);*
____________________________

_______________________________________

Dated  ____________ 200_

Seal here | Rostelecom:
_________________________________

_________________________________

Dated  ____________ 200_

Seal here |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|

###  

### **15. SIGNATURES OFPARTIES**

 
| For the User:
____________________________name

_______________________________________

Dated  ____________ 200_

Seal here | For Rostelecom :
_________________________________name

_________________________________

 Dated  ____________ 200_

Seal here |
|-----------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|

 

“

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2. Form ofPublic Offer

**PUBLIC OFFER**

**On the conclusion of thelong-distance and international telecommunications agreement**

Rostelecom, OpenJoint Stock Company for Long-Distance and International Telecommunication  (further — Rostelecom) acting on the grounds of long-distance and internationaltelecommunications license No. 29777, issued on 11.12.2003, represented bythe chief executive officer Yerokhin Dmitry Yevgenievich, acting on the groundsof Articles of incorporation will conclude the agreement about long-distanceand international telecommunications on the below mentioned conditions with anyperson meeting the criterion embodied in para. 1.2 below.

**1.             DEFINITIONS:**

1.1.                  “Agreement” means theagreement about long-distance and international telecommunications, concludedby Rostelecom and the User by means of acceptance of the present public offer,conducted by the User in accordance with Article 3 below, together withall the Appendices, Changes, Addenda and Additional agreements. Any referencein the offer to the Agreement (Article of the Agreement) and/or itsconditions means a corresponding reference to the present public order (itsArticle) and/or its conditions.

1.2.                  “User” means anindividual or a legal entity that is a subscriber of the Local operator, whohave affected acceptance in the order covered by Article 3, as a result ofwhich the present Agreement is considered concluded by the give person andRostelecom.

1.3.                    “Billing period”means the calendar month starting immediately after the month whenTelecommunication Services were rendered to Users.

1.4.                    “Parties” meansRostelecom and the User. Rostelecom and the User can be separately referred toas “Party”

1.5.                    “Tariff” is theService unit cost charged to the User.

1.6.                    “Telecommunications”means long-distance and international Telecommunication Services rendered byRostelecom to the User using automatic service system or with the help of atelephonist.

1.7.                    “User equipment”means user (terminal) equipment, installed at the Users permanent place ofresidence (for individuals) or at the location of legal entity. The location oflegal entity for the purposes of the present agreement means the legal addressof the User and (or) other address at which the User effects their activity.

1.8.                    “Agent” means a legalentity, which has a right to perform actions, connected with carrying outaccounting with the User for Telecommunication Services rendered by Rostelecom,with handling of Users’ claims and actions on the grounds of the agreement,concluded with Rostelecom. The register of Agents, indicating the territoriesof their operation, and/or groups of Users served by the Agent is brought tothe Users by Rostelecom through mass media and can be changed from time totime.

1.9.                    “Local operator” means a legal entity, whichhas a license to render local telecommunications on the territory of RussianFederation or its part, which renders to the User access to Telecommunications,and whose telecommunication networks have an access to common usetelecommunication networks.

1.10.              “Regulations” meansthe Regulations of rendering local, intrazonal, long-distance and internationaltelecommunications, acting at the moment of effecting acceptance of the presentpublic offer by the User.

**2.         SUBJECT MATTER OF THE AGREEMENT**

2.1.                    Rostelecom undertakes to rendertelecommunications to the User, and the User - to pay for telecommunications inaccordance with the terms worded in the present Agreement.

**3.****                            CONCLUDINGTHE AGREEMENT AND TERMS OF TELECOMMUNICATION SERVICESS RENDERING**

3.1.                    An individual or a legal entity that is a Userof the Local operator is considered to have concluded the Agreement withRostelecom and to have agreed to all the conditions of the public offer (tohave accepted it) in the following case:

3.1.1. a) An individual or a legal entity Users of the Local operatorperforming the following factual successive actions: dialing “8” on the Userequipment, dialing OAO Rostelecom (55 in case it is introduced) telephonenetwork choice code; dialing the code of the numbering area of the calledparty; dialing the called party number; or

b)An individual or a legal entity Users of the Local operator performing thefollowing factual successive actions: dialing the  long-distance and internationaltelecommunications access number, rendered by OAO Rostelecom with the help of atelephonist - “07” and/or other access number, the information about which canbe obtained by the

6

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Userthrough directory inquiry service “09”; ordering a long-distance orinternational telecommunications with the help of a telephonist throughimmediate or order service system, in accordance with the Regulations.

3.1.2.         Telecommunicationssetting as a result of performing actions, indicated in subparagraph a) or b)of para. 3.1.1 of the present Agreement.

3.2.                    An individual or a legal entity, that are usersof the Local operator, become Users from the moment when telecommunicationsindicated in para. 3.1.2  is set,acquiring all the rights and obligations of a User, which are covered by theAgreement.

3.3.                  On entering into this Agreement, the User shallbe entitled to receive Telecommunication Services, whereas Rostelecom shallrender such services to the User, provided this is technically practicable, andprovided the User has access to long-distance and international telephonecommunication networks.

3.2.                    For obtaining Telecommunications throughautomatic service system, the User must perform the following actions,indicated in subparagraph a) para. 3.1.1 of the agreement. For obtainingTelecommunications with the help of a telephonist, the User must perform thefollowing actions, indicated subparagraph b) para. 3.1.1. of the Agreement.

3.4.                    Telecommunications is considered rendered fromthe moment when telecommunication is set as a result of performing actions bythe User, indicated in para. a) or b) 3.1.1. of the present Agreement

3.5.                    The access to Telecommunication Services,rendered to the User from the User equipment, can be stopped at the initiativeof Rostelecom in cases, covered by para. 7.2 of the Agreement.

3.6.                    When rendering Telecommunication Services tothe user Rostelecom has a right to introduce limitations to the amount ofconversation orders and the duration of conversations.

TheUser must be notified about the introduction of limitations at the moment oforder taking or in the moment of rendering of telecommunications by order service system.

In case of occurrence of long-term limitations ofusing telecommunications, Rostelecom must undertake measures in order to informthe User about it using mass media, inquiry services, placing notices in placesof collective use of telecommunications etc.

3.7.                    Given technical possibility and on conditionthat access to Telecommunications is available from User equipment, Rostelecomrenders to the User a possibility to use Telecommunications 24 hours a day, ifother is not indicated in Russian Federation law.

3.8.                    The User hereby agrees that, starting from themoment of his entering into this Agreement, his personal data may appear ininquiry information arrays, and may be used by Rostelecom and/or any thirdparties in their information services.

**4.****                            RESPONSIBILITIESOF THE PARTIES**

4.1.                    Rostelecom undertakesthe responsibility:

4.1.1.           Torender Telecommunication Services to the User in accordance with the law ofRussian Federation, the Regulations, national standards, technical norms andRegulations and the Agreement (in particular — to remove within the establishedtime limit the defects which appeared due to the fault of Rostelecom and whichprevent the User from using Telecommunications).

4.1.2.           Tonotify the User through mass media about changes in the conditions of servicerendering, methods of payment for Telecommunications, Tariffs in no less thanten days before the date when these changes are introduced

4.1.3.           Tofulfill other obligations of Rostelecom, covered by the law of RussianFederation and the Agreement.

4.2.                    The User undertakesthe responsibility:

4.2.1.           Tocarry out the payment for rendered services on the conditions and by thedeadlines covered by the Agreement. Users which are organizations financed frombudget of corresponding level must use Telecommunications strictly within theestablished limit of budget financing of this User.

4.2.2.           To fulfill other obligations covered by the current law of RussianFederation and the Agreement.

**5.****                            RIGHTSOF THE PARTIES**

5.1.                    Rostelecom has aright:

5.1.1.           To unilaterally introduce changes to Tariffs,conditions and terms of payment according to para. 4.1.2 of the Agreement.

7

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5.1.2.           To initiate a temporary stoppage of accessto long-distance and international telecommunications to the User in casescovered by para. of this Contract

5.2.                    The User has a right:

5.2.1.           To make claims about the received bill in theorder, covered by Article 8 of the Agreement.

5.2.2.           Torefuse to pay for Telecommunications, that was rendered to the User withouttheir concert.

**6.****                            PAYMENTPROCEDURE**

6.1.                    Except for the cases of payment forTelecommunications at payment offices of the Agent or Rostelecom in the ordercovered by para. of the agreement, the User must pay for TelecommunicationServices to them by Rostelecom strictly in accordance with banking detailsindicated in the payment bill. The Users money liability ceases at the momentof money passing to the bank account, indicated in the bill made out to theUser.

6.2.                    Payment bill is made out by Rostelecom or bythe Agent, on behalf of Rostelecom. In Telecommunications payment bill made outby the Agent it must be indicated that the bill was made out for payment ofTelecommunication Services, rendered by OAO Rostelecom.

6.3.                    Tariffs for international telecommunicationsare established and changed in accordance with the current law of RussianFederation.

6.4.                    Tariffs for international telecommunicationsare established by Rostelecom and changes can be introduced to them at anytime.

6.5.                    The long-distance and internationaltelecommunications tarification unit is established by Rostelecom and comprisesone minute. The records of duration of long-distance and international telecommunicationsare carried out in accordance with the tarification unit established byRostelecom. The tarification unit can be changed by Rostelecom unilaterally atany time.

6.6.                    The payment bill for Telecommunication Servicesin the month previous to the Billing period is made out to the User before the12-th day of the Billing period and indicates the total amount for eachtype of Services, there amount and cost. The grounds for making out the bill tothe User are the data, obtained with the help of the equipment, used forrecording the amount of Telecommunications. Telecommunications payment isconducted monthly, within 15 days from the moment of making out the paymentbill for Telecommunication Services, rendered in the month previous to theBilling period.

6.7.                    If Telecommunications payment bill is made outto the User by Rostelecom, the payment must be effected by the User toRostelecom by cash available at its payment offices, or by means of transfer ofmoney funds to the account, indicated in such Telecommunications payment bill.If Telecommunications payment bill is made out to the User by the Agent onbehalf of Rostelecom, the payment must be effected by the User to the Agent bycash at its payment offices, or by means of transfer of money funds to theaccount, indicated in such Telecommunications payment bill. In cases of cashpayment for Telecommunications the money liability of the User forTelecommunication Services rendered to them ceases at the moment oftransferring monies to Agent’s payment offices, or Rostelecom payment offices,depending on which of them has made out the bill. Accounts with a legal entityUser can made by cash strictly in the limits established by the law for legalentities to Rostelecom or Agent payment offices.

6.8.                  Information about the Rostelecom’s and Agent’spayment offices is brought to the Users by the Agent and/or Rostelecom via massmedia.

**7.****                            RESPONSIBILITIESOF THE PARTIES**

7.1.                    Rostelecom and the User bear responsibility fornon-fulfillment or improper fulfillment of their responsibilities in theAgreement in accordance with the current law of Russian Federation, (includingthe Regulations) and the Agreement.

7.2.                    In case of delay payment or other Userviolations of the requirements, established by the Russian Federation Law “OnTelecommunications”, the Regulations and the Agreement, Rostelecom has a rightto unilaterally initiate a stoppage of rendering access toTelecommunications for a period until a complete debt repayment, or,correspondingly, until a complete settlement of other violations, committed bythe User.

7.3.                    In case of failure to pay, incomplete or latepayment for Telecommunications Rostelecom has a right to claim a penalty in theform of penalty of 1% of the cost of rendered in the month previous to theBilling period, but unpaid, incompletely paid or late paid Telecommunicationsfor every day of payment delay up to the moment of indebtedness write-off, butnot exceeding the sum, subject to payment. The user must pay such a penalty toRostelecom within five (5) calendar days from the moment when the demandfor payment is served on the User by Rostelecom.

8

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**8.****                            DISPUTESETTLEMENT**

8.1.                    In case of appearance of disputes anddisagreements on the Agreement, they are subject to regulation in the ordercovered by the present Article 8.

8.2.                    In case of non-fulfillment or improperfulfillment of obligations to render Telecommunication Services by Rostelecomthe User before applying to court makes claims to Rostelecom. The claims of theUser are made and looked into on conditions and in terms covered by the currentlaw of Russian Federation. If the User claim is completely or partially deniedor if the answer to the claim made by the User is not received in termsestimated by the law of RF for its consideration, the individual User has aright to apply to court in accordance with the jurisdiction rules asestablished by the RF Law “On the Protection of Consumers’ Rights” dated07.02.92 (No. 2300-1), whereas any corporate User has the right totaking a local legal action against the Agent, if the User pays for theTelecommunication Services with the aid of the Agent, which legal action mayalso be taken at the locality of Rostelecom (or an affiliate thereof coveringthe place residence/location of the User), if the User pays for theTelecommunication Services with the aid of Rostelecom.

8.3.                    In case of non-fulfillment of service  payment obligations by the User, complete orpartial, the Rostelecom, has a right to bring a suit against the User on itschoice or  at the location of the User,or  at the location of  Rostelecom (or  Rostelecom branch office, in operation zoneof which  the  User place of residence (place ofregistration) is located), or at the location of the Agent (or Agentbranch  office, in operation zone ofwhich the User place of  residence (placeof registration) is located).

**9.****                            FORCEMAJEURE**

9.1.                    The Parties are released from responsibilityfor non-fulfillment or improper fulfillment of their obligations on the Agreement, if they prove, that proper fulfillmentwas impossible due to force majeure, which means extreme, unforeseen andinevitable circumstances in given conditions. The presence of force majeure inthis case prolongs the term of fulfillment of  obligations by theParties, proportionally to the period of its activity. If the influence of theforce majeure circumstances lasts longer than six months, the Parties areobliged, upon proposal of one of the Parties, to coordinate the further actionsand/or the possibility of denouncement of the Agreement.

9.2.                    If the non-fulfillment of terms of servicerendering  was caused by circumstances offorce majeure, the Parties must coordinate a new term of Telecommunications rendering fulfillment.

**10.****                     TERMINATIONOF THE AGREEMENT**

10.1.              The Agreement may be terminated in cases andaccording to the procedure covered by the law of Russian Federation.

10.2.              In case of termination of the Agreement theParties must conduct mutual exchanges on all obligations.

**11.****                     PERIOD OFVALIDITY  OF THE AGREEMENT**

11.1.              The present Agreement comes into force  on the day when an individual or a legalentity, that is a user of  the Localoperator has effected the acceptance of the present public offer, in the order,covered by Article 3, and is considered concluded for an indefinite periodof time.

**12.****                     MISCELLANEOUS**

12.1.              Rostelecom and the User admit that the presentagreement is obligatory for fulfillment for both Parties considering allconditions.

12.2.              All legal relations of the Parties, arising inconnection with rendering Telecommunication Services to the User by Rostelecom,which are not covered directly by the Agreement, are regulated by theRegulations and regulatory documents of RF

12.3.              The User is informed about and agrees to thecharacteristics of rendered Telecommunications, concerning their quality,safety and limitations

12.4.              The User is familiarized with the Regulationsand undertakes the obligation to observe them.

12.5.              As soon as Rostelecom and the agent haveconcluded the agreement an the grounds of which the Agent has a right toperform actions of making out bills to the User, of receiving payment forrendered Telecommunications from the User, and handling Users’ claims andactions, the User agrees correspondingly to receive Telecommunications paymentbills made out by the Agent, to conduct payments for Telecommunications to theAgent, to reconcile mutual settlements with the Agent, and, according to theprocedure established by the Agreement, to address claims against Rostelecom tothe Agent, caused by non-fulfillment or improper fulfillment of the Agreementby Rostelecom.

9

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12.6.              In case if the permanent place of residence ofan individual User, or the location of  alegal entity does not coincide with the territory of operation of  the Agent and/or  the User does not belong to the category of users, served by the Agent,provisions of  the preset Agreement,concerning the Agent are not used on conditions of fulfillment of the Agreementby the Parties.

**13.       ADDRESS AND BANKING DETAILS OF OAO ROSTELECOM**

OAO RostelecomLegal address: 127091, Moscow,Delegatskaya st. 5Acc.:Corr. acc.: 30101810400000000609BIC:       049805609TIN:       7707049388KPP:      143532001OGRN:   1027700198767

**14.       OAO ROSTELECOM AUTHORIZED SIGNATORY**

For Rostelecom:
| D.Ye. Yerokhin              |   |
|-----------------------------|--------|
| *(full name)*               |   |
|                        |   |
|                        |   |
| * (signature)*         |   |
|                        |   |
|                        |   |
| Date:_______________  200__ |   |
|                        |   |
| Seal here                   |   |

 
| Rostelecom:                   | Operator:                    |
|-------------------------------|------------------------------|
| General Director              | General Director             |
| OAO Rostelecom                | OAO Sibirtelecom:            |
|                          |                         |
| /signed/ D.Ye.  Yerokhin      | /signed/ A.I. Nikulin        |
| dated  February 22, 2006 | dated February 22, 2006 |
| Seal here                     | Seal here                    |

 

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###### APPENDIX NO. 3to Agreement

# No. 34-06-03dated February 22, 2006

**Report of theOperatorOperator’s Agency ReportUnder Agreement No.            datedfor             (month/accounting period) of            **

**Form 1.Operator’s Report on Telecommunications agreements entered into with Usersduring the Accounting Period pursuant to Paragraph 2.1.2. of the Agreement andAgency agreements with  Associatedoperators in the accounting period in accordance with para. 2.1.1. of thisContract**
| ** ** | ** ** | **Number of agreements entered  into in the Accounting Period** | ** ** | **Branch 1** | ** ** | **Branch 2** | ** ** | **Branch 3** | ** ** | **. . .** | ** ** |
|------------|------------|----------------------------------------------------------------------------------------------------|------------|-------------------|------------|-------------------|------------|-------------------|------------|---------------------|------------|
| 1          |       | With Asssociated  operators in accordance with Form 1 (Appendix 1)                            | ** ** | ** **        | ** ** | ** **        | ** ** | ** **        | ** ** | ** **          | ** ** |
| 2.         |       | With Associated  operators in accordance with Form 2 (Appendix 1)                             | ** ** | ** **        | ** ** | ** **        | ** ** | ** **        | ** ** | ** **          | ** ** |
| 3.         |       | With Users                                                                                         |       |              |       |              |       |              |       |                |       |

 

Form 2.List of Associated Operators with whom agency agreements have been entered intoin the manner prescribed by Paragraph 2.1.1. of this Contract
| **Ref. No.** | ** ** | **Associated Operator’s trade name** | ** ** | **Agreement form** | ** ** | **Dateof entry** | ** ** | **Number of agreement** | ** ** |
|-------------------|------------|----------------------------------------------------------|------------|-------------------------|------------|-----------------------|------------|-----------------------------------|------------|
| ** **        | ** ** | ** **                                               | ** ** | ** **              | ** ** | ** **            | ** ** | ** **                        | ** ** |
| ** **        | ** ** | ** **                                               | ** ** | ** **              | ** ** | ** **            | ** ** | ** **                        | ** ** |

 

Form 3.Number of agreements entered into during the Accounting Period pursuantto Paragraphs 2.1.1. and 2.1.2. of the Agreement
| **Agreements entered into during   Accounting Period** | ** ** | **Total entered into  during Billing Period** | ** ** | **Fee due for agreements  entered into, in RUR** | ** ** | **Total amount, in  RUR, net of VAT** | ** ** |
|---------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|
| With Users                                                                      |       |                                                              |       |                                                                           |       |                                                           |       |
| With Asssociated  operators in accordance with Form 1 (Appendix 1)         |       |                                                              | ** ** | ** **                                                                     | ** ** | ** **                                                     | ** ** |
| With Associated operators in accordance with Form 2 (Appendix 1)           |       |                                                              | ** ** | ** **                                                                     | ** ** | ** **                                                     | ** ** |

 

Operator’s fee is RUR _______________________  net of VATVAT amount @ 18% is RUR ________________________ .Total Operator’s fee is RUR: __________ with VAT
| Rostelecom:                   |       |                        |       | Operator:         |       |       |
|-------------------------------|------------|-----------------------------|------------|-------------------|------------|------------|
| General Director              | ** ** | ** **                  | ** ** | General Director  | ** ** | ** ** |
| OAO Rostelecom                |       |                        |       | OAO Sibirtelecom: |       |       |
| /signed/  D.Ye. Yerokhin |       | /signed/  A.I. Nikitin |
| dated February 22, 2006       |       | dated February 22, 2006     |
|                          |       |                        |       |              |       |       |   |   |
| Seal here                     | ** ** | ** **                  | ** ** | Seal here         | ** ** | ** ** |
|                               |            |                             |            |                   |            |            |  |  |

 

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###### APPENDIX NO. 4to Agreement

# No. 34-06-03dated February 22, 2006

**List of AssociatedOperators**
| **Ref.  No.** | ** ** | **Operator’s full name** | ** ** | **Operator’s trade  name** | ** ** | **License number** | ** ** | **Legal address** | ** ** | **Physical address** | ** ** |
|---------------|------------|-----------------------------------------|------------|--------------------------------------|------------|-------------------------|------------|------------------------|------------|---------------------------|------------|
| 1.            |       |                                    |       |                                 |       |                    |       |                   |       |                      |       |
| 2.            |       |                                    |       |                                 |       |                    |       |                   |       |                      |       |
| 3.            |       |                                    |       |                                 |       |                    |       |                   |       |                      |       |

 
| Rostelecom:                   |       |                        |       | Operator:         |       |       |
|-------------------------------|------------|-----------------------------|------------|-------------------|------------|------------|
| General Director              | ** ** | ** **                  | ** ** | General Director  | ** ** | ** ** |
| OAO Rostelecom                |       |                        |       | OAO Sibirtelecom: |       |       |
| /signed/  D.Ye. Yerokhin |       | /signed/  A.I. Nikitin |
| dated February 22, 2006       |       | dated February 22, 2006     |
|                          |       |                        |       |              |       |       |   |   |
| Seal here                     | ** ** | ** **                  | ** ** | Seal here         | ** ** | ** ** |
|                               |            |                             |            |                   |            |            |  |  |

 

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