APPROVED
                                             by the General Shareholders Meeting

                                                  Minutes No. 1 of June 20, 2003

                                     CHARTER

                           of Open Joint-Stock Company
            Long-Distance and International Communications Rostelecom

                            (restated version No. 6)

                  registered by the Moscow Registration Chamber

               on 23 September 1993, Registration No. 0 2 1. 8 3 3

                               OGRN 1027700198767

                                     Moscow

                                      2003
<PAGE>

     Open Joint-Stock Company Long-Distance and International Telecommunications
"Rostelecom" (hereinafter - the "Company") is established in accordance with the
Law of the  Russian  Federation  No.  1531-I  "On  Privatization  of  State  and
Municipal  Enterprises in the Russian Federation",  dated 3 July 1991 as amended
by the Law of the Russian  Federation,  dated 5 June 1992,  and  pursuant to the
State  Program  for  Privatization  of State and  Municipal  Enterprises  of the
Russian  Federation  for the Year 1992 approved by Resolution  No. 2980-1 of the
Supreme Council of the Russian Federation, dated 11 July 1992.

     The founder of the Company is the State Committee of the Russian Federation
for Management of State Property.

     The Company is the legal successor of the State  Communications  Enterprise
"Rostelecom",  and has thus acquired the rights and obligations arising from the
participation in AO Intertelecom, as well as the rights and obligations formerly
held  by  the  state   enterprises   incorporated   into  the  State  Enterprise
"Rostelecom".

     Based on the  decision  adopted  by the  General  Shareholders  Meeting  of
"Rostelecom" on 26 June 1999, the Company was reorganized by way of merger to it
of Open Joint-Stock  Company Moscow  International and  Long-Distance  Telephone
(JSC MMT),  registered by the Moscow Registration  Chamber on 22 September 1993,
Registration No. 6316.

     In accordance with the Transfer Certificate,  dated 17 June 1999 and Merger
Agreement No. 465, dated 17 June 1999, between the Company and JSC MMT, approved
by the General  Shareholders Meeting of OJSC "Rostelecom" on 26 June 1999 and by
the General  Shareholders  Meeting of JSC MMT on 29 June 1999,  the Company is a
legal  successor to all rights and obligations of the Open  Joint-Stock  Company
Moscow  International and Long-Distance  Telephone in respect of all debtors and
creditors, including obligations in dispute.

     On  28  August  2000,  the  Moscow  Registration   Chamber  registered  the
termination of JSC MMT as a result of its  reorganization  by way of merger with
OJSC "Rostelecom".

     The legal  status of the  Company  is  determined  by the Civil Code of the
Russian   Federation,   the  Law  of  the  Russian  Federation  "On  Joint-Stock
Companies",  other  laws of the  Russian  Federation,  other  legal  acts of the
Russian  Federation adopted by appropriate state bodies within their competence,
and by this Charter.

     In the event that the  applicable  legal rules of laws and other legal acts
of the Russian Federation are further amended or supplemented, this Charter will
remain effective in all respects not contradicting the binding rules thereof.

     In respect of issues not  covered by this  Charter,  the  Company  shall be
guided by the  applicable  laws of the Russian  Federation,  as well as by other
legal acts adopted by appropriate state bodies within their authority.

     The Company is established for an unlimited term.

                                      -2-
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                   Article 1. Name and Location of the Company

     1.1.  The  full  official  name of the  Company  is  Otkrytoe  Aktsionernoe
Obschestvo Mezhdygorodnoi i Mezhdunarodno; Yelektrichesko; Svyaz; Rostelecom.

     The abbreviated official name of the Company is OAO Rostelecom.

     1.2. The full (official) name of the Company in English is Open Joint-Stock
Company Long-Distance and International Telecommunications "Rostelecom".

     The  abbreviated  (official)  name of the Company in English  shall be OJSC
"Rostelecom".

     1.3. The  Company's  location is: 5 Ulitsa  Delegatskaya,  Moscow,  127091,
Russian Federation.

     At the above address shall be located the  Management  Board,  the standing
collective executive body of the Company.

     The legal basis for the  location of the  Company's  executive  body at the
above  premises is provided in Agreement  No. 89,  dated 31 August  1993,  which
entitles  the Company to possess the state  federal  property  with the right to
exclusive operational management.

     1.4 The Company has been assigned the following General State  Registration
Number ("OGRN"): 1027700198767.

                     Article 2. Legal Status of the Company

     2.1.  The  Company  is a  legal  entity  under  the  laws  of  the  Russian
Federation,  it maintains a separate  balance sheet,  has round  corporate seals
showing  its full  official  name in the Russian  language  and  indicating  its
location, has current, currency and other bank accounts, has stamps, letterheads
bearing  its  official  name,  operates  its own  emblem,  has  duly  registered
trademarks and other means of visual identification.

     The  Company  is  entitled  to have an  unlimited  number  of  round  seals
intended, in particular,  for use by the Directorate General, separate and other
subdivisions  constituting the Company's  structure,  for certification of bills
(invoices),  financial documents and other documents. Apart from the information
required by the  applicable  laws,  the  Company's  seals may also bear a legend
pointing to the special purpose  thereof.  The procedure for the manufacture and
use of the Company's  seals is established in the  Regulations "On the Procedure
for Manufacture and Use of the Seals and Stamps".

     2.2.  The Company  acquired the rights of a legal entity from the moment of
its state registration on 23 September 1993.

     2.3. To attain its business goals, the Company enters into  transactions on
its  own  behalf,   acquires  property  and  non-property   rights,   undertakes
obligations,  may sue and be sued at  court,  arbitrazh  court  and  arbitration
court.

                                      -3-
<PAGE>

     2.4. The Company owns  property  reflected on its separate  balance  sheet,
including the property contributed to its charter capital by the founders in the
course of the Company's  foundation,  as well as the property contributed to the
Company as payment for its shares.

     2.5.  The Company is liable for its  obligations  with all its property and
property rights, which may be recovered under the applicable laws of the Russian
Federation.  The shareholders  shall be liable for the Company's  obligations in
amount of their  contributions  to the  Company's  property  as payment  for its
shares  (their  holdings of shares)  unless the  applicable  laws of the Russian
Federation  and this Charter  provide for otherwise.  Shareholders  who have not
paid for their  shares in full shall bear joint and  several  liability  for the
Company's obligations, to the extent that they have not paid for the shares they
hold.

     2.6.  The  Company is not liable  for  obligations  of the state and of its
shareholders, and the state is not liable for obligations of the Company.

     2.7. The Company has the right to  establish,  both in the territory of the
Russian Federation and abroad,  branches and representative  offices, as well as
subsidiaries  and dependent  companies,  and the Company may have  participation
interest in the charter capitals thereof up to 100%.

     2.8.  The  Company  is  entitled  to  organize   business   companies   and
partnerships  jointly with Russian and (or) foreign  individuals  and (or) legal
entities.

     The Company is entitled to found or have interest in any legal  entities in
which  Joint-Stock  companies are entitled to participate in compliance with the
applicable laws of the Russian Federation.

     2.9.  Branches are separate  subdivisions  of the Company located in places
other  than  the  Company's  location  and  performing  a part of the  Company's
functions,  including the functions of a representative  office.  Representative
offices are separate  subdivisions  of the Company located outside the Company's
location and representing and protecting the Company's  interests.  Decisions on
the   foundation   and   liquidation   of  branches   (opening  and  closing  of
representative offices) are adopted by the Board of Directors of the Company.

     2.10.  The Company  allocates to the branches the fixed and working  assets
required  for the  performance  of  relevant  Company  functions.  The  property
provided by the Company to the branches, as well as the property acquired by the
branches  themselves,  shall be in the Company's  ownership and reflected on its
balance  sheet.  Being an integral  part of the  Company,  the  branches use and
dispose  of the  aforesaid  property  within  the  scope  of  their  rights  and
authorities provided for by this Charter, internal documents of the Company, the
Regulations on a Branch, and General Powers of Attorney issued by the Company to
directors of branches.

     2.11.  Branches  and  representative  offices  are not legal  entities  and
participate in the Company's business on behalf of the Company,  on the basis of
individual Regulations of the Branch, approved by the General Director.

     2.12. The Company is liable for  obligations  arising in the process of the
branches' participation in business on behalf of the Company.

                                      -4-
<PAGE>

     2.13.  Subsidiaries  and dependent  companies are separate legal  entities,
which are not  liable  for the  Company's  obligations,  and the  Company is not
liable for the obligations of its subsidiaries unless the applicable laws of the
Russian Federation provide otherwise.

     2.14. The Company independently  devises plans of production,  business and
other  activities,  as  well  as  programs  for the  social  development  of its
employees.  The  Company's  plans are  generally  based on  contracts  made with
consumers of products and services,  and with  suppliers of logistical and other
resources,  as well as on decisions of the Company's  Executive Bodies and Board
of Directors adopted within their authority established by this Charter.

     2.15.  The sale of products,  performance of work and provision of services
is  regulated  by  prices  and  rates  established  by the  Company  at its  own
discretion, unless otherwise provided by the applicable laws.

     2.16.  The Company is authorized to join,  at its own  discretion,  unions,
associations,   inter-industry,   regional  and  other  affiliations,  on  terms
complying with the applicable  antimonopoly  laws of the Russian  Federation and
through  the  procedures  stipulated  by the laws and  other  legal  acts of the
Russian Federation.

     2.17.  The Company is  authorized to hire,  for its  business,  Russian and
foreign  specialists and independently  decide on the form,  system,  amount and
type of their remuneration.

     The Company is entitled to  reimburse  the  Company's  officers for damages
incurred by them in the course of performance of their assigned responsibilities
and/or the Company's representative functions,  arising out of claims, suits and
demands raised against the Company's officers,  and as a result of imposition of
sanctions of a pecuniary nature, by third persons,  including  sanctions imposed
by state and municipal authorities.

     The Company is entitled to enter into  agreements to insure against Company
officials' liability for damage, which the Company's officers may cause to third
persons  during  performance of their  assigned  functions  and/or the Company's
representative functions.

     2.18. The Company is entitled to perform other activities not prohibited by
the law.

     2.19.  To comply  with the state,  social,  economic  and tax policy of the
state,  the Company  undertakes  to arrange  for the  safekeeping  of  documents
(managerial,  financial, business,  staff-related, and others), to transfer, for
the safekeeping by the state, documents of historic and scientific value, and to
provide  for  safekeeping  and  use,  through  an  established   procedure,   of
staff-related documents and personal information of the Company's employees.

            Article 3. Goals and Scope of the Business of the Company

     3.1.  The  primary  goal of the  Company  is to  satisfy  the demand of the
public,  the  business  community,  bodies  of state  government,  other  public
agencies  of the  Russian  Federation  and  other  consumers  of  communications
services, with services of long-distance and international communications, radio
and television broadcast and data transfer, and to realize a profit.

                                      -5-
<PAGE>

     3.2.  The Company  provides  services of  long-distance  and  international
communications  in compliance with its licenses,  arranges for, on a contractual
basis, the transfer of information through backbone and central office networks,
leases (by means of rendering services)  communication  lines, line links, group
and network paths, voice frequency channels, lines and means of sound and visual
broadcast and data  transfer  channels,  and carries out marketing  research and
sales of services.

     3.3.  The  Company  operates,  acquires,  rents,  and  performs  design and
research works,  functions as a general  building  contractor,  reconstructs and
builds new  communication  lines,  data transfer  networks and switch equipment,
television,   radio  and  radio   broadcast   systems   and  other   objects  of
communications in the territory of the Russian  Federation and abroad to satisfy
consumer  demands  for  various  services  of  long-distance  and  international
communications, television, and radio broadcasts.

     The Company,  for its own  incentives,  performs  design,  prospecting  and
construction  works in connection with  construction and restoration of housing,
social warehouse buildings, transport communications and other infrastructures.

     3.4. The Company  arranges for  transportation  of goods and  passengers to
maintain   operation  of  its  existing  and  newly  constructed   communication
facilities  (shipping within suburbs and the cities,  territories (krai, oblast)
and republics within the borders of the Russian Federation).

     3.5. As an entity with full legal  capacity,  the Company has civil  rights
and performs obligations necessary to conduct all types of activities, which are
not prohibited by the applicable laws of the Russian Federation.

     3.6.  In  cases  provided  for  by  the  applicable  laws  of  the  Russian
Federation,  the  Company  shall  perform  certain  activities  on the  basis of
licenses obtained through the established procedure.

     3.7.  The  Company  assures  that all  consumers  have equal  access to its
proprietary  communication  lines and facilities,  and provides  priority access
thereto to defense,  government,  security and law enforcement bodies, including
access in emergency cases.

     3.8. The Company performs  foreign  economic  activities in accordance with
the applicable laws of the Russian Federation.

     3.9. The Company  ensures the  protection of state  secrets,  communication
secrets and other secrets protected by applicable laws of the Russian Federation
on state secrets.

          Article 4. Branches and Representative Offices of the Company

     4.1. The Company has various branches and representative  offices listed in
the Attachment, which is an integral part hereof.

     4.2. The opening of other branches and other representative  offices of the
Company,  as well as the  liquidation of branches and closing of  representative
offices,  shall be  effected  upon a decision of the Board of  Directors  of the
Company,  adopted by a simple majority of votes of the directors  taking part in
the meeting or in the absentee vote.

                                      -6-
<PAGE>

     The opening of other branches and representative offices of the Company, as
well as the liquidation of branches and closing of representative offices, shall
not be deemed as the Company's reorganization.

     4.3.  Introduction of amendments and additions to the Company's  Charter in
connection  with the  opening  of  branches  and  representative  offices of the
Company and the liquidation of branches and closing of representative offices is
effected  upon the  decision  of the  Board of  Directors,  adopted  by a simple
majority of votes of the directors  present at the Board of Directors'  meeting,
or by absentee voting.

     4.4.  After a decision  on the  foundation  (liquidation)  of a branch or a
representative  office is adopted by the Board of Directors of the Company,  the
General Director approves (declares ineffective) the Regulations on the relevant
branch (representative  office), in accordance with the Model Regulations on the
Company's Branch  (Representative  Office) as approved by the Board of Directors
of the  Company.  Amendments  and  additions  to  the  Regulations  on  Branches
(Representative  Offices)  shall be made  pursuant  to the order of the  General
Director,  also in accordance with the Model Regulations on the Company's Branch
(Representative  Office),  as approved by the Board of Directors of the Company.
Regulations  on  Branches  (Representative  Offices)  as approved by the General
Director and amendments and additions thereto are subject to subsequent approval
by the Board of Directors of the Company.

     4.5.  The director of each Branch and the head of a  representative  office
(hereinafter,  "Branch  Director") is appointed by the General Director and acts
on the basis of a General  Power of  Attorney,  which is issued to  him/her  and
which defines the limits of his/her authority,  as well as on the basis of other
powers  of  attorney  issued  to the  Branch  Director  for the  performance  of
functions not provided for under the General Power of Attorney.  The director of
a branch is a deputy of the General  Director of the Company,  in the event that
it is expressly  provided for in the Regulations on this particular  branch. The
General  Director shall enter into (terminate or amend) the employment  contract
with the  head/director  appointed  (dismissed)  of the  branch  (representative
office).

     4.6. The director of a branch shall act on behalf of the Company within the
scope of authority granted to him (her) by the General Power of Attorney and the
Regulations  on the  Branch.  In the event  that a director  of a branch  causes
damages to the Company, he (she) shall reimburse the Company for the full amount
of damages,  in accordance with Clause 3 of Article 53 of the Russian Federation
Civil Code.

     4.7. A branch  participates  in business on behalf of the  Company,  in the
territory constituting the branch operation area (hereinafter "Operation Area of
the  Branch")  set by the Company.  The  Operation  Area of the Branch may cover
territories of several constituent  entities of the Russian  Federation.  In the
Operation  Area of the Branch,  the Company opens  subdivisions  included in the
branch structure and subject to its administrative control.

     4.8. A branch is financed solely from the Company's funds.

     4.9.  The  operation  of a Branch is  financed  on the basis of the budgets
approved by the Company for the relevant period.

     4.10.  In order to finance a Branch,  the  Company  may open and close bank
accounts, if necessary, for different types of financing, at the location of the
Branch,   including  the

                                      -7-
<PAGE>

subdivisions that comprise the structure of, and administratively report to, the
Branch,  arrange  for a cash office and  provide  the Branch  Director  with the
authority to dispose of the funds  available  on these  accounts and in the cash
office.

     4.11. To facilitate settlements with the buyers (consumers) of goods (work,
services),  the  Company  may open and close,  at the  location  of the  Branch,
including the  subdivisions  comprising  the structure of, and  administratively
reporting to, the Branch, bank accounts and arrange cash offices for settlements
in cash.  A Brach  Director is not  authorized  to dispose of funds held in such
accounts and in such cash offices.

     4.12. A branch is not an independent tax payer,  nor does it have the right
to sell goods  (works,  services)  independently.  A branch  shall  perform  the
Company's  obligations to pay taxes and duties in accordance with applicable tax
laws and the Procedure for Settlement  with the Budget and  Non-Budget  Funds of
OJSC "Rostelecom" approved as part of the Accounting Policy of the Company.

            Article 5. Charter Capital. Placed and Authorized Shares

     5.1.  The Charter  Capital of the  Company has an amount of  2,428,819.4725
(two million four hundred twenty eight thousand eight hundred  nineteen and four
thousand seven hundred twenty five  ten-thousandths)  Rubles and is defined as a
total of the nominal values of the placed shares.

     Following  the  Company's  registration,  holding  of the  cheque  and cash
auctions,  cancellation of shares bought-out from shareholders in the process of
the  reorganization,  and placement of the shares following its  reorganization,
the Company has the following placed shares:

          seven  hundred  twenty eight  million six hundred  ninety six thousand
     three hundred twenty (728,696,320) common shares;

          two hundred forty two million  eight hundred  thirty one thousand four
     hundred sixty nine (242,831,469) preferred shares (Class A).

     5.2. The nominal value of a share of either category is 0.0025 (twenty five
ten-thousandths) Rubles each.

     All shares of the Company are registered shares in non-documentary form.

     Preferred  shares are issued  within twenty five (25) percent of the amount
of the Charter Capital specified in Clause 5.1. hereof.

     In accordance with this Charter,  the nominal value of the placed preferred
shares of all types may not be  established in an amount  exceeding  twenty five
(25) percent of the Charter Capital of the Company.

     5.3.  The  Charter  Capital  shall  determine  the  minimum  amount  of the
Company's property securing interests of the creditors of the Company.

                                      -8-
<PAGE>

     5.4.  The Company has nine  hundred  five  million,  three  hundred  thirty
thousand two hundred twenty one (905,330,221)  units of authorized common shares
with a nominal value of 0.0025 (twenty five ten-thousandths)  Rubles each, which
the  Company is  entitled  to place in  addition  to the placed  common  shares,
through the procedure  established in this Charter,  and which,  upon placement,
shall  provide to the owners  thereof the same  rights as those  provided by the
common shares.

     5.5.  The Company  has five  hundred  thirty one (531) units of  authorized
preferred  shares of Type A with a nominal value of twenty five  ten-thousandths
(0.0025) Rubles each,  which the Company is entitled to place in addition to the
placed preferred shares through the procedure  established in this Charter,  and
which,  upon the placement,  shall provide to the owners thereof the same rights
as those provided by the preferred shares of Type A.

                   Article 6. Increase of the Charter Capital

     6.1. The Company's  Charter Capital may be increased  through the procedure
stipulated by the applicable laws of the Russian Federation and by this Charter,
as follows:

          6.1.1. by increasing the nominal value of shares;

          6.1.2. by placing additional shares.

     6.2.  The  Charter  Capital  may  be  increased   without  payment  by  the
shareholders  for the shares in cash of in other form,  within the limits of the
value of the  Company's  net  assets,  by  revaluating  the  fixed  assets or by
applying one of the procedures for increasing the Company's property  stipulated
in Clause 6.1. hereof.

     6.3. A decision to increase the Company's Charter Capital by increasing the
nominal  value of shares is adopted at the General  Shareholders  Meeting of the
Company solely upon a proposal made by the Board of Directors of the Company.

     6.4.  Any decision to increase  the Charter  Capital by placing  additional
shares  shall be  adopted  by  unanimous  vote of all  members  of the  Board of
Directors;  votes of  retired  members  of the Board of  Directors  shall not be
counted in the voting.

     At that voting, the Board of Directors establishes:

     -    the number of the authorized common shares scheduled for placement (in
          case of issuance of common shares);

     -    the  number  of  authorized  preferred  shares  of  a  definite  class
          scheduled for placement (in case of issuance of preferred shares);

     -    the date of commencement of the placement of shares,  which may not be
          set as a date earlier than forty five (45) days  following  the moment
          of adopting such decision by the Board of Directors,  where shares are
          to be placed  through  public  subscription,  as well as the period of
          placement of the shares,  which may not be established  later than six
          months following the moment of commencement of the shares placement;

                                      -9-
<PAGE>

     -    the  placement  price in the event that the  Company  intends to place
          voting shares and securities  convertible into voting shares through a
          public subscription with the payment in monetary form, or a method for
          determination of such price;

     -    the  placement  price  or  a  procedure  to  determine  the  price  of
          additional  shares to be  placed  among the  shareholders  enjoying  a
          preemptive right to acquire the shares placed by the Company;

     -    the  procedure  for  placing   shares   through  a  public  or  closed
          subscription;

     -    the term and procedure for payment of the placed shares;

     -    the form of payment for shares;

     -    other  terms  of  placement  of  the  shares  not   contradicting  the
          applicable laws of the Russian  Federation,  other legal acts, or this
          Charter.

     In the event  that the Board of  Directors  fails to arrive at a  unanimous
decision on an issue specified in this Clause, the Board of Directors may decide
to refer the issue of  increasing  the  Charter  Capital by  placing  additional
shares for decision by the General Shareholders Meeting.

     6.5. An increase of the charter capital of the Company through placement of
additional shares by way of the closed  subscription,  as well as an increase of
the charter capital of the Company through the placement of additional shares by
way of open  subscription,  in the event that the amount of shares  additionally
placed by way of an open  subscription  exceeds  twenty-five (25) percent of the
shares  previously  placed by the  Company,  shall be made upon  decision of the
General  Shareholders  Meeting of the  Company,  approved  by a  three-quarters'
majority  vote of the  shareholders  holding  the  Company's  voting  shares and
participating in the meeting.

     An increase of the charter  capital of the  Company  through  placement  of
additional shares by way of open  subscription  shall be made upon a decision of
the Board of Directors of the Company unanimously approved by all the members of
the Board of Directors  without  regard for the retired  members of the Board of
Directors  in the event that the  amount of the  additionally  placed  shares is
twenty-five (25) or less percent of the shares previously placed by the Company.

     An increase of the charter  capital of the  Company  through  placement  of
additional  shares at the cost of the  Company's  property  shall be made upon a
decision of the Board of Directors of the Company,  approved  unanimously by all
the members of the Board of  Directors of the  Company,  without  regard for the
votes of the retired members of the Board of Directors.

     6.6. The amount of  authorized  shares  intended for placement in the event
that the Charter  Capital is  increased by placing  additional  shares shall not
exceed the amount stipulated in Clauses 5.4 and 5.5. hereof.

     6.7.  Following  the  expiration  of  the  term  for  placement  of  shares
established in accordance  with Article 6 hereof,  or following the placement of
the  last of the  additional  shares  allocated  for  placement,  the  Board  of
Directors  shall,  within  twenty days,  approve the

                                      -10-
<PAGE>

results of the placement of additional shares.  Such approval shall be made by a
majority of votes of the members of the Board of Directors  participating in the
meeting.

                   Article 7. Decrease of the Charter Capital

     7.1. The Company's  Charter Capital may be decreased  through the procedure
stipulated by the applicable laws of the Russian Federation and by this Charter,
as follows:

          7.1.1.  by  decreasing  the nominal  value of the placed shares of the
          Company;

          7.1.2.  by  canceling  the shares  bought-out  by the Company upon the
          decision of the Board of Directors and not sold by the Company  within
          one year from the date of their redemption by the Company;

          7.1.3.  by acquiring a part of the shares to reduce their total number
          upon a decision of the General Shareholders Meeting;

          7.1.4.  by canceling the shares  bought-out  by the Company  through a
          procedure stipulated in this Charter.

     7.2.  The  decision to  decrease  the  Charter  Capital  through any of the
aforementioned  procedures shall be adopted at the General  Shareholders Meeting
by  a  majority  of  votes  of  the  shareholders   holding  voting  shares  and
participating in the General Shareholders Meeting.

     7.3. In the event that the Company's balance sheet reflects shares acquired
upon the decision of the Board of Directors or bought-out  through the procedure
provided  for  herein,  shares  (other  than the  shares  bought-out  during the
Company's reorganization), the General Shareholders Meeting shall be entitled to
decide  to reduce  the  charter  capital  by  redemption  of all or part of such
shares.  In the event  that the  aforementioned  shares  are  maintained  on the
Company's  balance  sheet  longer  than one year,  the Board of  Directors  must
include the issue of  reducing  the charter  capital by  redemption  of all such
shares in the agenda of the next annual or  extraordinary  General  Shareholders
Meeting.+

     7.4.  Not later than  thirty  (30) days  following  the date of the General
Shareholders  Meeting  decision  to  reduce  the  Charter  Capital  through  the
procedure  stipulated herein,  the General Director  determines all creditors of
the  Company  and  notifies  them on the said  decision  by  sending  registered
letters.

     Herewith,  the creditors,  not later than thirty (30) days from the date of
sending a notice on the Charter Capital  decrease,  may request from the Company
to discharge or prematurely  fulfill its  obligations and reimburse them for the
losses incurred.

     7.5. The Company shall not be entitled to decrease its Charter  Capital if,
as a result of such  decrease,  the amount of the Charter  Capital  becomes less
than a thousand  minimum  monthly wages, as established by the federal law as of
the date of the appropriate  amendments to this Charter  submitted for the state
registration,  and in the event  that the  Company  must  decrease  its  Charter
Capital  subject to the  requirements of the applicable laws - as of the date of
the state registration of the Company.

                                      -11-
<PAGE>

                 Article 8. Placement and Payment of the Shares

     8.1. The Company is entitled to place its shares, and other securities that
are convertible into shares through both public and closed subscriptions, except
in cases when the applicable laws of the Russian Federation permit the placement
of shares only through public subscription.

     The procedure and term of the shares'  placement  through  public or closed
subscription  shall be  determined  by the  Board of  Directors  or the  General
Shareholders  Meeting of the Company,  as  stipulated  in Clause 6.4. and Clause
6.5. hereof.

     8.2. When increasing the Charter Capital by placing  additional shares, the
placed shares should be paid for at a market value,  which shall be  established
by the Board of  Directors  together  with the  decision to increase the Charter
Capital,  through the procedure and by methods stipulated by the applicable laws
of the Russian  Federation.  The market value of the shares being placed may not
be established lower than their nominal value.

     The Company  shall place  shares at a uniform  market  price which shall be
applicable to all buyers of the securities during the whole term of placement.

     8.3. When additional shares are placed, the Company and any buyer of shares
execute a civil law  agreement  on the  purchase  of  shares.  Pursuant  to such
agreement,  the  placed  shares  shall be paid  for  within  the term  specified
pursuant  to the  decision  on  their  placement,  but not  later  than one year
following the moment of placement  thereof.  The shares payable in monetary form
shall be paid for at the moment of  acquisition  thereof in accordance  with the
decision on placement of such shares.  The shares which are not paid in monetary
form,  are to be paid in  full at  their  acquisition  unless  the  decision  on
placement of additional shares provides for otherwise.

     8.4. The shares being  placed may be paid for in money,  securities,  other
property or property rights, or other rights evaluated in monies.

     Herewith, the shares being placed may not be paid by offsetting the buyer's
claims to the Company,  nor may such shares be paid with other securities of the
Company.

     The form of payment for the  additional  shares is to be  determined by the
decision on the placement of such shares.

     In the event that additional shares are placed through public subscription,
payment  for the shares  shall be  effected  only in  monetary  form  unless the
decision on the placement of additional shares provides otherwise.

     8.5. Where the shares are to be paid for in non-monetary form, the monetary
value of the property  contributed as payment for the shares shall be determined
by a majority of votes of the members of the Board of  Directors  taking part in
the  meeting  or in  the  absentee  vote.  The  market  value  of  the  property
contributed  as payment for the shares shall be  determined  through a procedure
established by the applicable laws.

     8.6.  The Audit  Commission  of the  Company  shall  select  and  retain an
independent  evaluator whose  participation in assessing the market value of the
contributed  property is a

                                      -12-
<PAGE>

          mandatory requirement of the applicable laws of the Russian Federation
          for the payment of shares with non-monetary means.

     Article 9. Rights and Obligations of Shareholders Holding Common Shares

     9.1.  Each  ordinary  share of the Company  shall  provide to its holder an
equal scope of rights.

     9.2. Each holder of common shares of the Company shall be entitled:

          9.2.1.  to sell and  otherwise  dispose of the shares held at any time
          without the consent of other  shareholders or approval from the bodies
          of the Company;

          9.2.2. to participate in a General Shareholders Meeting with the right
          to vote on all  issues  within its  competence.  In the event that the
          shareholder  has  acquired  the  ownership  of the  shares  after  the
          approval  by the  Board  of  Directors  of the  list  of  shareholders
          entitled to  participate  in the  General  Shareholders  Meeting,  the
          shareholder  shall be entitled to  participate  in the meeting only on
          the basis of a power of  attorney  issued by the former  holder of the
          shares;

          9.2.3. to receive  dividends if such are declared and paid out through
          the procedure stipulated by this Charter;

          9.2.4. to receive a part of the property or the value of a part of the
          Company's property remaining during the Company's  liquidation,  after
          the settlements  with  creditors,  in proportion to the shares held by
          the shareholder,  through the procedure and in the order stipulated by
          the applicable laws of the Russian Federation and this Charter;

          9.2.5.  to receive  from the  Company's  registrar  extracts  from the
          shareholders  register certified with the registrar's seal, to receive
          information  on its  personal  account  as well as  other  information
          provided for by the legal acts of the Russian Federation, in the form,
          on  the  conditions,   through  the  procedure  and  within  the  term
          established  in  the  Regulations  on  Maintaining  the  Shareholders'
          Register approved by the Company's registrar within its authority;

          9.2.6.  to  obtain   information   contained  in  this  Charter,   the
          Certificate  of State  Registration  of the Company and other  Company
          documents other than documents containing state or commercial secrets;

          9.2.7.  in cases  provided for by the  applicable  laws of the Russian
          Federation,  to defend, through legal procedures,  its infringed civil
          rights and demand recovery for damages suffered from the Company;

          9.2.8. to require from the Company  redemption of all or a part of the
          holder's shares, in cases and through the procedure  stipulated by the
          applicable laws of the Russian Federation;

          9.2.9.  to sell  shares to the  Company in the event that the  Company
          decides to redeem such shares;

                                      -13-
<PAGE>

          9.2.10.  to  require  from the  Company  an  extract  from the list of
          persons  entitled  to  participate  in  the  general  meeting  of  the
          shareholders, containing information on the shareholder.

     A shareholder  has to pay for the services  related to the provision of the
required  documents in accordance with the price list approved by the Management
Board of the Company.  The prices for such services shall not exceed the cost of
making copies of the documents and sending the documents by mail.

     9.3. A shareholder or a group of shareholders  holding,  in aggregate,  not
less than two (2) percent of the common shares of the total number of the placed
voting common shares of the Company,  as of the date of proposing  issues to the
agenda,  are  entitled  to  introduce  issues  into the  agenda  for the  annual
shareholders  meeting,  as  well  as to  propose  candidates  to  the  Board  of
Directors,  the Audit Commission and the counting  commission of the Company for
the  election,  at the annual or  extraordinary  General  Shareholders  Meeting,
through the  procedure,  on conditions  and within the term  established by this
Charter.

     9.4. A shareholder or a group of shareholders  holding,  in aggregate,  not
less than ten (10)  percent  of the  common  shares  of the total  number of the
placed voting common shares of the Company, is entitled:

     -    to require the convening of and, in cases stipulated by the applicable
          laws of the Russian  Federation,  to convene an extraordinary  General
          Shareholders Meeting of the Company;

     -    to require a review  (audit) of the financial and business  activities
          of the Company.

     9.5. Each holder of the common shares of the Company is obliged to:

     -    pay for the purchased  Company's  placed shares through the procedure,
          in the amount,  form and within the term  established  by this Charter
          and the decision on the placement of such securities;

     -    not  disclose  confidential  information  relating  to  the  Company's
          activities;

     -    fulfill  other  obligations  provided  for in this  Charter,  internal
          documents of the Company,  as well as to comply with the  decisions of
          the General Shareholders Meeting and of the Board of Directors adopted
          within their authority.

     9.6. In the event of placement by the Company of additional  shares and the
issuance  of  securities  that are  convertible  into  shares,  which are placed
through  public  subscription,   the  Company's   shareholders  shall  have  the
preemptive  rights to acquire  such shares to the extent  proportional  to their
shareholdings  of the respective  category  (type),  which shall be exercised in
accordance with the procedure established under federal law.

     9.7 The  Company's  shareholders  shall  have the  right of  access  to the
documents  provided  for  under  Section  35.1 of  this  Charter  in the  manner
determined  under Article 91 of the Federal Law "On  Joint-Stock  Companies" and
Article 35 of this Charter.

  Article 10. Rights and Obligations of Holders of Preferred Shares of Class A

     10.1.  Each preferred share of Class A shall provide to its holder an equal
scope of rights.

     10.2. The holders of preferred  shares of the Company shall not be entitled
to vote at a General  Shareholders  Meeting  unless the  applicable  laws of the
Russian Federation and this Charter provide for otherwise.

     10.3.  The  holders of  preferred  shares of Class A shall be  entitled  to
receive a fixed annual dividend,  unless this Charter stipulates otherwise.  The
total amount payable as a dividend on each  preferred  share of Class A shall be
established as ten (10) percent of the Company's net profits upon results of the
last financial year,  divided by the number of shares  constituting  twenty-five
(25) percent of the Charter Capital of the Company.  Herewith,  if the amount of
dividends  payable by the Company on each ordinary share in a given year exceeds
the amount payable as dividend on each preferred share of Class A, the amount of
the latter dividend may be increased up to the amount of the dividend payable on
common shares.

     10.4. Each holder of a preferred share of Class A shall be entitled:

          10.4.1.  to sell and otherwise  dispose of the shares held at any time
          without  the  consent of the other  shareholders  or the bodies of the
          Company;

          10.4.2.  to  participate  in a General  Shareholders  Meeting with the
          right to vote on issues relating to reorganization  and liquidation of
          the Company;

          10.4.3.  the holders of  preferred  shares of Class A are  entitled to
          vote at the  meetings of  shareholders  in cases when the  adoption of
          amendments or additions to this Charter shall involve  restriction  of
          rights of the holders of preferred shares,  including establishment or
          increase  of the  amount of the  dividend  and (or)  establishment  or
          increase of the liquidation  quota payable on preferred  shares of the
          previous order of priority, or in the case of providing to the holders
          of  preferred  shares of other types of  privileges  in respect of the
          order of priority for paying the dividend and (or)  liquidation  value
          of the shares.

     The holders of preferred shares of Class A, the amount of dividend on which
is  established  in this Charter,  shall be entitled to participate in a General
Shareholders  Meeting  with the  right to vote on all  issues  on the  meeting's
agenda,  starting  from the meeting  following  an annual  General  Shareholders
Meeting,  which has decided not to pay out the  dividends  or has decided to pay
out only a part of the  dividends on  preferred  shares of Class A. The right of
holders of preferred shares of Class A to participate in a General  Shareholders
Meeting  shall be  terminated  as of the moment the dividends on such shares are
paid in full;

          10.4.4. in the event of the Company's  liquidation,  to receive a part
          of the property or the value of a part of the property remaining after
          settlements with the Company's creditors. The property remaining after
          the creditors'  claims have been satisfied shall be used to effectuate
          payments through the following procedure:

                                      -15-
<PAGE>

          -    available  unpaid  dividends on preferred shares of Class A shall
               be paid out;

          -    holders of preferred  shares of Class A shall be paid the nominal
               value of the shares they hold;

          -    the remaining  property shall be distributed among the holders of
               preferred shares of Class A and of common shares in proportion to
               their  shareholdings  in the total number of the shares placed by
               the Company,  adjusted for the value of the  preferred  shares of
               Class A (liquidation  value of preferred  shares of Class A) paid
               out earlier;

          10.4.5.  to receive from the  Company's  Registrar  extracts  from the
          shareholders  register  and other  information  through the  procedure
          stipulated  for the holders of common  shares of the Company in Clause
          9.2.5. hereof;

          10.4.6. to receive  information  contained in the Company's  documents
          listed in Clause 9.2.6.  hereof,  through the procedure  stipulated by
          this Charter for the holders of common shares of the Company;

          10.4.7.  to  exercise  rights  specified  in Clauses  9.2.1.,  9.2.7.,
          9.2.8., 9.2.9. hereof, in accordance with the applicable laws and this
          Charter.

     10.5. Each holder of preferred shares of Class A is obliged:

     -    not to disclose  confidential  information  relating to the  Company's
          activities;

     -    to perform other  obligations  stipulated  by this  Charter,  internal
          regulations  of the  Company  and  comply  with the  decisions  of the
          General  Shareholders  Meetings  and the Board of  Directors,  adopted
          within their authority.

                   Article 11. Distribution of Profits; Funds

     11.1.  Company  Profits shall be subject to taxation  through the procedure
stipulated  by the  applicable  laws of the Russian  Federation.  The  remaining
profits of the Company,  after  payment of taxes and other  compulsory  payments
payable to the budget, shall be at the sole disposal of the Company and shall be
used by the Company at its own discretion.

     11.2.  The Company  shall  establish a reserve  fund,  allocating  five (5)
percent  of the  Company's  net  profits  every  year  until  the  reserve  fund
constitutes fifteen (15) percent of the Charter Capital of the Company.

     The reserve fund shall be used to cover the Company's  losses as well as to
redeem the Company's  shares in case other funds are  unavailable in such events
and through such procedures as stipulated in this Charter.

     The reserve fund may not be used for other purposes.

     11.3  In  order  to  secure  the  Company's   obligations  and  assure  its
production-related  and social  development,  at the  expense  of the  Company's
profits and other revenues, the

                                      -16-
<PAGE>

General  Shareholders Meeting may, by deciding on the issue specified in Section
14.2.9 of this Charter, decide to establish other funds.

                      Article 12. Dividends of the Company

     12.1.  Once a year, the Company is entitled to make a decision on (declare)
the payment of dividends of placed  shares.  The Company shall not guarantee the
payment of  dividends  on the common  shares  unless  the  General  Shareholders
Meeting adopts an appropriate decision.

     A  decision  on paying  the  annual  dividends,  the amount and form of the
dividend  payable on the shares of each category (class) shall be adopted by the
General Shareholders Meeting upon approval of the distributed profit.

     12.2.  Dividends  on the  preferred  shares  shall be paid out in an amount
established in Clause 10.3. hereof.

     12.3. Dividends shall be paid out of the Company's net profits based on the
financial  year results as specified in the annual profit and loss  statement of
the Company.  Dividends on Class A preferred shares may be paid out of the funds
specially  designated  for the  purpose;  the  amount  of such  funds  shall  be
determined  so that the amount of dividends  paid out of such funds not be lower
than what is specified in Section 10.3 of this Charter.

     12.4.  To  exercise  the  payment  of  dividends,  the  Company's  Board of
Directors  shall draw up the list of  persons  entitled  to  receive  the annual
dividends.  Such list shall include  shareholders and nominee holders registered
with the Register of  Shareholders  of the Company as of the date of the drawing
up of the  list  of  persons  entitled  to  participate  in the  annual  General
Shareholders Meeting.

     12.5. The term for paying out the annual  dividends  (including the payment
commencement  date) shall be determined  by the decision  adopted by the General
Shareholders  Meeting  in respect of the  payment of the annual  dividends.  The
annual  dividends  shall be paid  within the  financial  year  during  which the
decision on payment of the annual dividends was made.

     The payment of dividends on the preferred  shares shall  commence not later
than  60  (sixty)  days  following  the  date  of the  decision  adopted  at the
Shareholders  Meeting in respect of payment of the dividends and,  additionally,
on the date of commencing the payment of the dividends on the common shares, if,
in compliance with Clause 10.3 hereof, the amount of the dividend payable on the
preferred  shares must be  increased  to the amount of the  dividend  payable on
common shares.

     12.6. When adopting a decision on (declaring) the payment of dividends, the
Company  shall  be  guided  by  limitations  on  the  payment  (declaration)  of
dividends, established by the applicable law of the Russian Federation.

     12.7.  The  Company  shall pay out  dividends  in monetary  form,  with the
exception  of the case when the General  Shareholders  Meeting  may  decide,  in
respect of the annual  dividend on the common  shares,  to pay out  dividends in
another  form.  Dividends on the  preferred  shares of Class A shall be paid out
only in monetary form.

                                      -17-
<PAGE>

         Article 13. Register of Shareholders. Registrar of the Company

     13.1. The Company shall provide for maintaining a register of the Company's
shareholders  in  accordance  with the  requirements  of the  legal  acts of the
Russian Federation.

     13.2. The  shareholders  register for the Company is held by a professional
participant of the securities  market  (Registrar),  who maintains  registers of
shareholders  as an  exclusive  activity  and holds a license  to  perform  such
duties.

     The  maintaining  of the  register  shall  comply with the  Regulations  on
Maintaining the Shareholders Register, approved by the Registrar of the Company.

     13.3. A person  registered in the  shareholders  register  shall notify the
Registrar of any changes in a timely manner. In the event that such person fails
to notify the Registrar of the changes,  the Company and the Registrar  will not
be responsible for the damages arising in connection therewith.

     13.4.  In  cases  stipulated  by the  law of the  Russian  Federation,  the
Company's  Registrar shall perform  functions of the Counting  Commission of the
Company.

     The  Registrar  ascertains  powers of and  registers  persons  intending to
participate  in the  General  Shareholders  Meeting of the  Company,  determines
quorum of the General  Shareholders  Meeting,  provides  for the  settlement  of
questions relating to the exercise by shareholders  (their  representatives)  of
the right to vote at the General  Shareholders  Meeting,  explains the procedure
for voting on the items  included  into the  meeting  agenda,  counts  votes and
summarizes the balance of votes,  draws up the protocol on voting  results,  and
transfers the voting ballots to the archive.

     While  performing  functions  of the  Counting  Commission,  the  Registrar
complies  with the  requirements  contained  in the  internal  documents  of the
Company.

           Article 14. Competence of the General Shareholders Meeting

     14.1. The General  Shareholders Meeting is the chief management body of the
Company and all major decisions are taken at the General Shareholders Meeting.

     14.2.  The  competence  of the General  Shareholders  Meeting  includes the
following  matters,  which may not be transferred for consideration of the Board
of Directors, General Director or the Management Board:

          14.2.1.  introduction of amendments and additions to this Charter with
          the exception of cases stipulated in Clause 4.3.  hereof,  or approval
          of a restated version of the Charter of the Company,  which is adopted
          by not less than three quarters of the votes of  shareholders  holding
          voting shares of the Company and  participating  in the meeting,  with
          the exception of cases stipulated in Clause 31.3. hereof;

                                      -18-
<PAGE>

          14.2.2. the Company's  reorganization,  the decision on which shall be
          adopted by not less than three  quarters  of the voting  shares of the
          Company participating in the meeting;

          14.2.3.  the Company's  liquidation,  appointment  of the  Liquidation
          Commission,  approval  of the interim  and final  liquidation  balance
          sheets,  the  decisions  on which  shall be  adopted  by  shareholders
          holding  voting  shares not less than three  quarters of the Company's
          voting shares participating in the meeting;

          14.2.4. election of members to the Board of Directors, the decision on
          which is adopted by cumulative voting. Premature termination of powers
          of the members of the Board of Directors,  the decision on which shall
          be adopted by a simple  majority of the  shareholders  holding  voting
          shares of the Company participating in the meeting;

          14.2.5.  determination of amount,  nominal value,  category (class) of
          authorized  shares, the decision on which shall be adopted by not less
          than three quarters of the  shareholders  holding voting shares of the
          Company participating in the meeting;

          14.2.6.  decrease of the Charter Capital of the Company,  the decision
          on which  shall be adopted by a simple  majority  of the  shareholders
          holding voting shares of the Company participating in the meeting;

          14.2.7.  election  of members to the Audit  Commission  and  premature
          termination of their powers, the decision on which shall be adopted by
          a simple  majority of the  shareholders  holding  voting shares of the
          Company participating in the meeting;

          14.2.8.  approval of the external auditor of the Company, the decision
          on which shall be adopted by a simple majority of the voting shares of
          the Company participating in the meeting;

          14.2.9.  approval  of  the  annual  reports  of  the  Company;  annual
          accounting statements, including the profit and loss statements of the
          Company;  distribution of profit,  including the payment (declaration)
          of  dividends,  approval  of the  amount,  form and term of  dividends
          payable in each category and class of shares,  approval of losses upon
          the  results of a  financial  year,  the  decisions  on which shall be
          adopted by a simple majority of the Shareholders holding voting shares
          of the Company participating in the meeting;

          14.2.10.  approval  of the  Regulations  on the  Board  of  Directors,
          Regulations  on the  Audit  Commission,  Regulations  on  the  General
          Director,  Regulations on the General Shareholders Meeting, as well as
          of  amendments  and  additions to such  Regulations,  the decisions on
          which  shall be  adopted  by a  simple  majority  of the  shareholders
          holding voting shares of the Company participating in the meeting;

          14.2.11.   determination  of  the  procedure  for  holding  a  General
          Shareholders  Meeting drawn up in the form of the  Regulations  on the
          General Shareholders Meeting, introduction of amendments and additions
          to such  Regulations,  the

                                      -19-
<PAGE>

          decision  on  which  shall be  adopted  by a  simple  majority  of the
          shareholders holding voting shares of the Company participating in the
          meeting;

          14.2.12.  increase  of the  Charter  Capital  of the  Company  through
          increase of the nominal  value of shares,  the decision on which shall
          be adopted by a simple majority of shareholders;

          14.2.13  increase  of  the  charter  capital  of the  Company  through
          placement of additional  shares by way of public  subscription  in the
          event the number of  additionally  placed shares  exceeds  twenty-five
          (25) percent of the common  shares  previously  placed by the Company;
          such decision shall be adopted by at least  three-quarters of votes of
          the shareholders holding the Company's voting shares and participating
          in the meeting;

          14.2.14  increase  of  the  charter  capital  of the  Company  through
          placement of additional Company shares by way of closed  subscription;
          such decision shall be adopted by at least  three-quarters of votes of
          the shareholders holding the Company's voting shares and participating
          in the meeting;

          14.2.15  placement by the Company of bonds convertible into shares and
          of other  securities  convertible  into shares in the event such bonds
          (other securities) are placed by way of closed  subscription or public
          subscription provided that, in the event of public subscription, bonds
          convertible  into  Company  shares  (other  issue  securities)  may be
          converted  into  common  shares  of the  Company  totaling  more  than
          twenty-five (25) percent of the previously placed common shares;  such
          decision shall be approved by at least  three-quarters of votes of the
          shareholders  holding the Company's voting shares and participating in
          the meeting;

          14.2.16.  splitting and  consolidation  of the Company's  shares,  the
          decision  on  which  shall be  adopted  by a  simple  majority  of the
          Shareholders holding voting shares of the Company participating in the
          meeting;

          14.2.17.  approval of transactions in cases and through the procedures
          stipulated in Clause 32 of this Charter;

          14.2.18.  approval  of major  transactions  in cases and  through  the
          procedure stipulated in Clause 31 of this Charter;

          14.2.19.  decision on the payment  (declaration) of annual  dividends,
          approval  of the  amount,  form and term of payment  of the  dividends
          payable for each  category and class of shares,  which is adopted upon
          the distribution of the Company's profit and loss, upon results of the
          financial year;

          14.2.20.  decision  on the  acquisition  by the  Company of its placed
          shares in cases  stipulated by this Charter and the Law of the Russian
          Federation "On Joint-Stock  Companies",  which shall be adopted by not
          less than three quarters of the shareholders  holding voting shares of
          the Company participating in the meeting;

                                      -20-
<PAGE>

          14.2.21. decision on participation in holding companies, financial and
          industrial  groups,  associations and other affiliations of commercial
          organizations,  which  shall be  adopted by a simple  majority  of the
          shareholders holding voting shares of the Company participating in the
          meeting;

          14.2.22.  decision  on  matters  on  which  members  of the  Board  of
          Directors have failed to vote unanimously, as required by this Charter
          or the federal laws of the Russian Federation,  in order to adopt such
          decision;

          14.2.23.  reimbursement,  at the  Company's  expense,  of  expenses in
          connection  with  the  preparation  and  holding  of an  extraordinary
          General  Shareholders  Meeting in the event that,  in violation of the
          requirements  of the applicable  laws of the Russian  Federation,  the
          Board of Directors  has failed to adopt the decision on convening  the
          extraordinary  General  Shareholders Meeting and such meeting has been
          convened by third persons, the decision on which is to be adopted by a
          simple  majority  of the  Shareholders  holding  voting  shares of the
          Company participating in the meeting;

          14.2.24.   formation  of  the  Counting   Commission  of  the  General
          Shareholders  Meeting, if the number of shareholders of the Company is
          less than 500, the decision on which is to be adopted by a majority of
          the shareholders holding voting shares of the Company participating in
          the meeting;

          14.2.25. decisions on other matters referenced by this Charter, to the
          competence of a General Shareholders Meeting.

     14.3. The General Shareholders Meeting shall be entitled to adopt decisions
on the matters stipulated in Clauses 14.2.2, 14.2.10, 14.2.12, 14.2.13, 14.2.14,
14.2.15,  14.2.16,  14.2.17,  14.2.18,  14.2.19,  14.2.20,  14.2.21, 14.2.22 and
14.2.23, if proposed by the Board of Directors only.

     14.4. The General Shareholders Meeting shall also be competent to decide on
other  issues  which  are  regarded  by  the  applicable  laws  of  the  Russian
Federation,  as within the competence of a General Shareholders  Meeting.  14.5.
Apart from the Board of Directors,  no other  persons are  entitled,  under this
Charter, to propose issues for the agenda of an annual or extraordinary  General
Shareholders Meeting, or to request, from the Board of Directors,  the inclusion
of the items listed in Clause 14.3 hereof, into the agenda.

     14.6.  The General  Shareholders  Meeting is not  entitled to consider  and
adopt decisions on matters not referred by this Charter to its competence.

     14.7.  The  General  Shareholders  Meeting  shall not be  entitled to adopt
decisions on items not included in the meeting agenda,  nor shall it be entitled
to amend the agenda.

                                      -21-
<PAGE>

     Article 15. Annual General Shareholders Meeting

     15.1. The Company convenes an annual General  Shareholders  Meeting through
the  procedure  stipulated  by this Charter and the  Regulations  on the General
Shareholders Meeting.

     15.2. The annual General  Shareholders  Meeting shall be held within a term
determined  by the  Board of  Directors  and may not be held  earlier  than four
months or later than six months  following  the end of the  Company's  financial
year.

     15.3.  Decisions  on the  following  issues  are to be taken by the  annual
General Shareholders Meeting:

          15.3.1.  approval of the  Company's  annual  report,  submitted by the
          Board of  Directors;  approval  of the annual  accounting  statements,
          profit and loss  statements  of the Company;  distribution  of profit,
          including  the payment  (declaration)  of  dividends,  approval of the
          amount, form and term of payment of dividends payable on each category
          and class of shares, approval of losses of the Company upon results of
          the financial year;

          15.3.2. election of members of the Board of Directors;

          15.3.3. election of members of the Audit Commission;

          15.3.4. approval of the Company's external auditor.

     The agenda of the annual  General  Shareholders  Meeting may include  other
issues of an annual General  Shareholders  Meeting falling within its competence
pursuant to the law of the Russian Federation and this Charter.

     15.4. The procedure for conducting the annual General  Shareholders Meeting
and notifying the shareholders of the convening of such a meeting,  and the list
of  materials  provided  for the  shareholders'  reference  (information  on the
forthcoming  General  Shareholders  Meeting) shall be determined by the Board of
Directors and approved by a majority of its present votes in accordance with the
provisions  of this  Charter and the  Regulations  on the  General  Shareholders
Meeting.

             Article 16. Extraordinary General Shareholders Meeting

     16.1.  All General  Shareholders  Meetings of the  Company,  other than the
annual meeting, are deemed extraordinary meetings.

     16.2.  An  extraordinary  General  Shareholders  Meeting  is held  upon the
decision  of the  Board of  Directors,  adopted  by a  majority  of votes of its
members participating in the meeting, upon its own initiative, upon a request of
the Audit Commission,  external auditor of the Company, or upon the request of a
shareholder  (shareholders) owning, as of the date of the request, not less than
10 (ten) percent of the voting shares of the Company.

     A request for the convocation of an extraordinary  shareholders meeting may
be submitted by way of:

                                      -22-
<PAGE>

     -    mailing it to the address of the Company;

     -    delivering it against signature to the person performing the functions
          of the individual  executive body of the Company,  the Chairman of the
          Board of Directors of the Company or other person authorized under the
          Company's  internal  documents  to accept  correspondence  in  writing
          addressed to the Company.

     If such  notice  is given as a letter  via  regular  mail or  otherwise  by
regular mail,  the date of submission of such request will be the date indicated
in the  imprint of the  calendar  stamp  evidencing  the date of receipt of such
mail; in the event the request for the convocation of an  extraordinary  General
Shareholders  Meeting is given by registered mail or other certified mail, - the
date, on which such mail is delivered to the  addressee  against  signature.  If
such notice is delivered against  signature,  the delivery date will be the date
of submission of such request.

     Other matters  related to the  submission of notice are governed  under the
Regulations on the General Shareholders Meeting.

     16.3. The Board of Directors  initiating the convention of an extraordinary
General Shareholders Meeting, must approve:

     -    wording of the agenda issues;

     -    a clear  statement  of the  reasons  for  submitting  the  issues  for
          discussion at the meeting;

     -    the form of holding of the meeting.

     16.4.  Within 5 (five)  days of the date the  request is  submitted  to the
Board of Directors,  it shall decide either to convene the extraordinary General
Shareholders Meeting or reject the aforementioned request.

     16.5 The Board of Directors may adopt a decision rejecting the convening of
an extraordinary  General Shareholders Meeting or refusing the inclusion of some
of the proposed issues into the agenda only in the following cases:

     -    the  issue  (all  issues)  proposed  for  the  agenda  of the  General
          Shareholders  Meeting is not referred by the applicable laws, and this
          Charter, to the competence of the meeting;

     -    shareholders, initiating the request, do not hold, as of the date such
          request is submitted to the Company,  the  necessary  number of voting
          shares to convene an extraordinary General Shareholders Meeting;

     -    initiators  of the  convention  are  persons  who are not  registered,
          including through a nominee holder, with the register of shareholders,
          and (or) do not hold the powers of a  representative  of the  relevant
          shareholders;

     -    the request to convene an extraordinary  General  Shareholders Meeting
          contains  insufficient  information or the documents that are required
          to be  enclosed  therein by this  Charter and the  Regulations  on the
          General Shareholders Meeting are missing;

                                      -23-
<PAGE>

     -    issues  which,  in  accordance  with this  Charter,  are allowed to be
          submitted for discussion at a General  Shareholders  Meeting only upon
          the initiative of the Board of Directors,  have been proposed by other
          persons  initiating  the  convention  of  the  extraordinary   General
          Shareholders Meeting;

     -    an issue of the agenda  contained  in the  request  for  convening  an
          extraordinary  General  Shareholders Meeting has already been included
          in the  agenda of the  extraordinary  or annual  General  Shareholders
          Meeting,  which is convened in accordance with the Board of Directors'
          decision adopted earlier than such request has been received;

     -    an  item  (all  items)   proposed   for  the  agenda  of  the  General
          Shareholders  Meeting does not comply with the requirements of the Law
          of the Russian  Federation "On Joint-Stock  Companies" and other legal
          acts of the Russian Federation;

     -    the  procedure  for  submitting  a  request  for  convening  a General
          Shareholders  Meeting established by the Law of the Russian Federation
          "On  Joint-Stock  Companies"  and this  Charter has not been  complied
          with.

     16.6.  A  substantiated   decision  rejecting  the  extraordinary   meeting
convention  or an issue  proposed  for the agenda  shall be sent to the  persons
initiating  the  convention  of such  meeting,  not later  than 3  (three)  days
following the adoption of the relevant decision.

        Article 17. Forming the Agenda of a General Shareholders Meeting

     17.1. The agenda of the General  Shareholders  Meeting is to be approved by
the Board of Directors of the Company.

     The  procedure  for  submitting  proposals  and  approving the agenda of an
extraordinary  General  Shareholders  Meeting is established by this Charter and
the Regulations on the General Shareholders Meeting.

     17.2.  Shareholders (a shareholder) holding, in aggregate,  not less than 2
(two)  percent of the  voting  shares of the  Company  may  propose  items to be
included  in the  agenda  of  the  annual  General  Shareholders  Meeting.  Such
proposals  should be  accepted  by the  Company  no later  than  sixty (60) days
following the end of the financial year.

     17.3. Proposals on the inclusion of items in the agenda may be submitted by
way of:

     -    mailing to the address of the Company;

     -    delivery against  signature to the person  performing the functions of
          the Company's  individual executive body, the Chairman of the Board of
          Directors  of  the  Company  or  other  person  authorized  under  the
          Company's  internal  documents  to accept  correspondence  in  writing
          addressed to the Company.

     If an item proposed for  inclusion in the agenda of the general  meeting is
mailed,  the date of submission  of such proposal will be the date  indicated in
the imprint of the calendar  stamp  evidencing the mailing date; if the proposal
for  inclusion  in the  agenda  of the  general  meeting  is  delivered  against
signature; - it will be the delivery date.

                                      -24-
<PAGE>

     17.4.  A  proposal  of the  items  for the  agenda  of the  annual  General
Shareholders Meeting should contain:

     -    wording of the issues proposed for the agenda;

     -    full  name  (corporate   name)  of  the   shareholder   (shareholders)
          submitting the issue,  and  information  on the owned shares  (number,
          category, class);

     -    signature   of   the   shareholder    (shareholders)   or   authorized
          representatives. In the event that the proposal is signed on behalf of
          the  shareholder by an authorized  representative,  the items proposed
          for the agenda shall be enclosed with a notarized copy of the power of
          attorney  or  other  evidence  of  the  shareholder   representative's
          authority  (including  the  protocol  on  the  election  as  a  person
          authorized to represent the legal entity  shareholder  without a power
          of attorney).

     17.5.  The Board of Directors  must  consider the duly  proposed  items and
decide  either to include  the items  into the  agenda or reject the items,  not
later  than 5  (five)  days  following  the end of the term  for  accepting  the
proposal of issues established by this Charter.

     17.6. The Board of Directors is entitled to refuse to include an issue into
the agenda of a General Shareholders Meeting only in such cases as follows:

     -    the  deadline  established  by this  Charter for the  acceptance  of a
          proposal has not been met;

     -    the proposed issue does not meet requirements established herein;

     -    shareholders  proposing  issues do not hold,  as of the date the items
          are  submitted,  a  sufficient  number  of the  voting  shares  of the
          Company;

     -    initiators   of  the  proposed   issues  are  persons  which  are  not
          registered,   including  through  a  nominee,   with  the  shareholder
          registry,  and/or do not hold powers of representative of the relevant
          shareholders;

     -    the issue proposed for the agenda is not referred to by the applicable
          laws and this Charter to the  competence  of the General  Shareholders
          Meeting;

     -    the  issue   proposed   for  the  agenda  does  not  comply  with  the
          requirements  of the Law of the  Russian  Federation  "On  Joint-Stock
          Companies" or other legal acts of the Russian Federation;

     -    the issue proposed for the agenda may be accepted for consideration at
          the  General  Shareholders  Meeting  only if, as  established  by this
          Charter, submitted by the Board of Directors;

     -    the  procedure  for  proposing  issues  for the  agenda of the  annual
          General  Shareholders Meeting does not comply with the requirements of
          the Law of the Russian Federation "On Joint-Stock Companies".

     17.7. A substantiated  decision rejecting the issue proposed for the agenda
or the  candidates  nominated to the bodies of the Company  shall be sent to the
shareholders  initiating

                                      -25-
<PAGE>

the issue proposal (nomination of the candidates), not later than 3 (three) days
following the adoption of the relevant negative decision.

     17.8.  The agenda of the  General  Shareholders  Meeting may not be amended
after  the  shareholders  have  been  notified  of  the  holding  of  a  General
Shareholders Meeting through the procedure stipulated herein.

     17.9.  Shareholders  (shareholder) holding, in aggregate,  at least two (2)
percent  of the  Company's  voting  shares  shall  have the  right  to  nominate
candidates  to the Board of  Directors,  the Audit  Commission  and the Counting
commission  of the Company  unless its  functions  are  performed by the Company
Registrar; the number of such candidates may not exceed the number of members of
the relevant body as determined  under this Charter.  Such  proposals  should be
accepted by the Company no later than sixty (60) days  following  the end of the
financial year.

     17.10. Proposals nominating candidates may be submitted by way of:

     -    mailing to the address of the Company;

     -    delivery against  signature to the person  performing the functions of
          the Company's  individual executive body, the Chairman of the Board of
          Directors  of  the  Company  or  other  person  authorized  under  the
          Company's  internal  documents  to accept  correspondence  in  writing
          addressed to the Company.

     If a proposal  nominating  candidates is mailed,  the date of submission of
such  proposal will be the date  indicated in the imprint of the calendar  stamp
evidencing  the mailing date; if a proposal  nominating  candidates is delivered
against signature, - it will be the delivery date.

     17.11.   A   nominated   candidate   proposal   (including   the   case  of
self-nomination) shall state:

     -    the full name of the candidate;

     -    the full name  (corporate  name) of the  shareholders  nominating  the
          candidate, number and category (class) of shares held by them;

     -    the  name  of the  body of the  Company  to  which  the  candidate  is
          nominated;

     -    other  information on the  candidates  required by this Charter or the
          Regulations  on the  Board  of  Directors,  Regulations  on the  Audit
          Commission, or Regulations on the General Director;

     -    the  signature  of  the  shareholder   (shareholders)   or  authorized
          representatives  thereof.  In the event that the  nominated  candidate
          proposal  is signed on behalf  of the  shareholder  by its  authorized
          representative,  the issues  proposed  for the  agenda  are  submitted
          together  with a  notarized  copy of the  power of  attorney  or other
          evidence of the powers of the  shareholder  representative  (including
          the  minutes on  election  as a person  authorized  to  represent  the
          shareholder's interests without a power of attorney).

     17.12.  The  issues  proposed  for the agenda of the  General  Shareholders
Meeting and  nominations  of  candidates to the Board of Directors and the Audit
Commission  may be

                                      -26-
<PAGE>

revoked  by  the  shareholders  (the  shareholder)  which  have  submitted  such
proposals,  within the term  established  by this  Charter for  submitting  such
proposals.

     17.13.  The  Board of  Directors  considers  the  submitted  proposals  and
decides  whether to include them in the nominated  candidates list for voting on
elections  to the  Board of  Directors,  Audit  Commission,  office  of  General
Director or to refuse them not later than five (5) days following the final term
for the acceptance of proposals as established by this Charter.

     17.14.  The  Board  of  Directors  may  refuse  to  include  the  nominated
candidates into the list of candidates in the following cases:

     -    the term  established  by this Charter for the acceptance of nominated
          candidate proposals has not been complied with;

     -    the shareholders  submitting the proposals do not hold, as of the date
          the proposal is submitted, a sufficient number of the voting shares of
          the Company;

     -    the  initiators  of the  submitted  proposals  are persons who are not
          registered,  including  through a  nominee,  in  shareholder  registry
          and/or are not authorized to represent the relevant shareholders;

     -    the candidates  included in the proposal do not meet the  requirements
          established  by the  Law of the  Russian  Federation  "On  Joint-Stock
          Companies" and this Charter for  candidates to the relevant  bodies of
          the Company;

     -    the proposal does not comply with the  requirements  of the Law of the
          Russian  Federation "On Joint-Stock  Companies" or other legal acts of
          the Russian Federation;

     -    the procedure for nominating  the  candidates to the Company's  bodies
          stipulated  by the  Law  of the  Russian  Federation  "On  Joint-Stock
          Companies" has not been complied with.

     17.15. A substantiated decision refusing to include the nominated candidate
into the list of candidates  for the election to the Board of  Directors,  Audit
Commission,  the office of the General  Director of the Company shall be sent to
the shareholder  (shareholders) initiating the nomination of the candidates, not
later  than  three (3)  business  days  following  the date of  adoption  of the
relevant negative decision.

             Article 18. Convening the General Shareholders Meeting

     18.1.  An  extraordinary  General  Shareholders  Meeting  convened upon the
request of the Audit Commission of the Company,  external auditor of the Company
or  shareholders  owning,  in  aggregate,  not less than ten (10) percent of the
voting  shares is to be convened not later than 40 calendar  days  following the
date of the request for holding the extraordinary General Shareholders Meeting.

     In the event  that the  agenda of the  extraordinary  General  Shareholders
Meeting proposed by the Audit Commission,  external auditor of the Company or by
the shareholders

                                      -27-
<PAGE>

holding,  in  aggregate,  not less than 10 (ten) percent of the voting shares of
the Company  includes an issue of  electing  members of the Board of  Directors,
such extraordinary General Shareholders Meeting must be held within 70 (seventy)
calendar  days from the date of request for holding  the  extraordinary  General
Shareholders Meeting.

     In the event that, in accordance with the Law of the Russian Federation "On
Joint-Stock  Companies",  the Board of  Directors  must  adopt the  decision  on
holding an  extraordinary  General  Shareholders  Meeting  for the  election  of
members  of the Board of  Directors,  such  extraordinary  General  Shareholders
Meeting shall be held within  seventy (70)  calendar days  following the date on
which the Board of Directors adopted the decision to hold such a meeting.

     18.2.  Information  on holding the General  Shareholders  Meeting  shall be
communicated  by way of a written notice to each person  included in the list of
persons entitled to participate in the General Shareholders Meeting and/or shall
be  published  in the form of a proper  announcement  in the  Rossiskaya  Gazeta
newspaper or in any other national  newspaper  circulated in the whole territory
of the Russian Federation.

     The  Company  may  also  inform  the  shareholders  on  holding  a  General
Shareholders Meeting by other means of the mass media, including the Internet.

     18.3. The following  documents  shall be forwarded to the  shareholders  to
inform  them of the General  Shareholders  Meeting to be held  through  absentee
voting:

     -    the text announcing the holding of the meeting;

     -    voting ballots.

     In the event that the meeting agenda  includes  items,  the voting on which
may,  in  accordance  with the Law of the  Russian  Federation  "On  Joint-Stock
Companies",  confer to the  shareholders  the right to request  from the Company
redemption of their shares,  the shareholders  shall also receive a special form
to  execute a written  request to the  Company to redeem the shares  held by the
shareholder.

     In the event that the meeting  agenda  includes  issues on  decreasing  the
Charter  Capital  through  redemption  of a part of the placed  shares  with the
purpose of reducing the total amount thereof,  the shareholders  shall receive a
special  form to execute a written  request to the  Company to redeem the shares
held by the shareholder.

     18.4.  Information on holding the General  Shareholders Meeting in the form
of a meeting shall be  communicated  to the  shareholders  not later than thirty
(30)  calendar days before the final date of accepting  the voting  ballots,  by
sending to the shareholders a registered mail with:

     -    the text of the announcement of the holding of the meeting;

     -    voting ballots.

     In the event that the  meeting  agenda  includes  items the voting on which
may,  in  accordance  with the Law of the  Russian  Federation  "On  Joint-Stock
Companies",  confer to the  shareholders  the right to request  from the Company
redemption  of their  shares,  the

                                      -28-
<PAGE>

shareholders  shall also be  provided  with a special  form to execute a written
request to the Company to redeem the shares held by the shareholder.

     In the event that the  agenda  includes  items on  decreasing  the  Charter
Capital  through  redemption  of part of the placed  shares  with the purpose of
reducing the total number thereof, the shareholders shall receive a special form
to  execute a written  request to the  Company to redeem the shares  held by the
shareholder.

     The  date  of  informing  the  shareholders  of the  holding  of a  General
Shareholders Meeting is the date on which the registered mail is dispatched,  or
the date of the  announcement  publication,  in  accordance  with  Clause  18.2.
hereof.

     18.5.  The  information  to be sent to the  shareholders  arranging for the
General Shareholders Meeting shall include the following:

          18.5.1. annual balance sheets of the Company;

          18.5.2.  opinions of the Audit  Commission and external auditor of the
          Company on the results of the audit of the annual  accounting  records
          of the Company;

          18.5.3.  information  on the  candidates  nominated  to the  Board  of
          Directors;

          18.5.4.   information  on  the  candidates   nominated  to  the  Audit
          Commission;

          18.5.5.  information  about  the  proposed  external  auditor  of  the
          Company;

          18.5.6.  draft amendments and additions proposed to be incorporated in
          the Charter and internal documents of the Company,  and (or) drafts of
          the restated Charter and internal documents;

          18.5.7. draft resolutions of the General Shareholders Meeting proposed
          by persons  authorized by this Charter to  incorporate  items into the
          agenda of a  shareholders'  meeting,  or request the  convention of an
          extraordinary General Shareholders Meeting;

          18.5.8. other information  (materials) necessary to adopt decisions on
          issues on the agenda of the General Shareholders Meeting,  included by
          the Board of Directors into the list of information  (materials) to be
          provided to the General Shareholders Meeting.

     Information mentioned in Clauses 18.5.1. - 18.5.7. of this Charter is to be
provided  through  the  procedure  established  herein,  in the  event  that the
relevant items are included into the agenda of a General Shareholders Meeting.

     18.6.  Materials to be provided in preparation for the General Shareholders
Meeting to persons entitled to participate in the General  Shareholders  Meeting
shall not be sent out to the  shareholders.  A person entitled to participate in
the General  Shareholders  Meeting may review such  materials  at the  addresses
indicated in the notice.

     A person  entitled to participate in the General  Shareholders  Meeting may
receive, at the indicated addresses, copies of all materials of the meeting, and
request to send such  materials to its address by mail,  provided the mail costs
shall be paid by the receiver.

                                      -29-
<PAGE>

     18.7. The General  Shareholders  Meeting shall be legally  qualified (shall
have a quorum) provided that shareholders holding, in aggregate,  more than half
of the placed voting shares of the Company participate therein.

     The shareholders registered to attend the meeting and the shareholders, the
ballots  from whom have been  received not later than two days prior to the date
of holding the General  Shareholders  Meeting, are deemed as having participated
in the  general  meeting.  The  shareholders  from  whom the  ballots  have been
received  prior to the final date of  accepting  the  ballots are deemed to have
participated in the meeting in the form of absentee voting.

     18.8.  In the event that the  agenda of the  General  Shareholders  Meeting
includes items to be voted on by holders of different  categories of shares, the
quora for voting on such items shall be  determined  separately.  Herewith,  the
absence  of a quora  for  voting  on the  items to be voted on by  shares of one
category  shall not  prohibit  the voting on the issues which may be voted on by
shares of the other categories constituting a quorum required for voting on such
issues.

     18.9. If the quorum for holding an annual General  Shareholders  Meeting is
not  available,  the Board of  Directors  must  announce  the date for holding a
repeated General Shareholders Meeting.

     If the quorum for holding an extraordinary  General Shareholders Meeting is
not  available,  the Board of Directors is  authorized  to announce the date for
holding a repeated General Shareholders Meeting.

     In the event that the General  Shareholders  Meeting is  convened  upon the
initiative of the Board of Directors,  the latter shall be authorized to change,
in its decision on the repeated meeting, the form of holding the meeting.

     18.10. Information on holding a repeated General Shareholders Meeting shall
be communicated through the procedure stipulated in this Charter. In such cases,
the terms for  communicating  this information may be established not later than
twenty (20) days prior to the final date of accepting  the ballots for voting at
the  repeated  meeting,  and the  information  on holding the  repeated  general
meeting, the agenda of which includes the issue of the Company's reorganization,
shall be communicated not later than thirty (30) days prior to the final date of
accepting the voting ballots.

     18.11. A repeated  General  Shareholders  Meeting  convened  instead of the
originally  scheduled  meeting shall be deemed legally  qualified  (shall have a
quorum)  in the event that it is  attended  by the  shareholders  (shareholders'
representatives)  holding,  in  aggregate,  not less than thirty (30) percent of
votes  provided by the voting shares of the Company,  adjusted for the procedure
of quorum  determination  in  accordance  with Clauses  18.7.  and 18.8. of this
Charter.

     18.12. In the event that a repeated  General  Shareholders  Meeting is held
earlier than 20 (twenty) days  following the date of the original  meeting which
was not held, the persons  entitled to  participate in the General  Shareholders
Meeting  shall be  qualified  as such in  accordance  with  the list of  persons
entitled to attend the original meeting which was not held.

                                      -30-
<PAGE>

    Article 19. The Right to Participate in the General Shareholders Meeting

     19.1.  The  list  of  persons   entitled  to  participate  in  the  General
Shareholders Meeting shall be prepared on the basis of the information contained
in the Company's Register as of the date established by the Board of Directors.

     19.2. The date of preparing the list of persons  entitled to participate in
the General Shareholders Meeting may not be established earlier than the date of
the adopted decision on holding the General  Shareholders  Meeting or later than
fifty (50) calendar  days prior to the date of holding the General  Shareholders
Meeting and, if the agenda of the  extraordinary  General  Shareholders  Meeting
includes the election of members of the Board of Directors, not later than sixty
five (65)  calendar  days prior to the date of holding the General  Shareholders
Meeting.  Herewith,  the actual date shall be established not earlier than forty
five (45)  calendar  days prior to the date of holding the General  Shareholders
Meeting.

     In all  cases,  the date of  preparing  the  list of  persons  entitled  to
participate  in the  general  meeting  must  precede the date of  informing  the
shareholders on holding of the general meeting.

     19.3. For the purpose of composing the list of the shareholders entitled to
participate  in the general  meeting,  a nominee  holder of shares shall provide
information  with  respect to the  persons  for which  benefit it is holding the
shares as of the date of preparing the list.

     19.4.  The  list  of  persons   entitled  to  participate  in  the  General
Shareholders  Meeting shall contain data  stipulated by the  Regulations  on the
General Shareholders Meeting.

     19.5.  The  list  of  persons   entitled  to  participate  in  the  General
Shareholders Meeting shall include:

     -    shareholders  holding  fully  paid  common  shares of any issue of the
          Company;

     -    shareholders holding fully paid preferred shares of the Company of any
          category in cases when the agenda of the General  Shareholders Meeting
          includes  an issue on which  the  preferred  share of that  particular
          class is entitled to vote,  or when the  holders of  preferred  shares
          have  been  conferred  the  right  to vote on all  issues  within  the
          competence of the General  Shareholders  Meeting,  in accordance  with
          Article  32 of the  Law  of the  Russian  Federation  "On  Joint-Stock
          Companies".

     19.6.  Amendments  to the list of persons  entitled to  participate  in the
General  Shareholders  Meeting may be introduced only in the case of restoration
of the violated rights of persons not included in the aforementioned  list as of
the date of its preparation, or in the case of correction of errors, incurred in
the course of preparation of such list.

     19.7.  In  the  event  that  shares  are  transferred  after  the  date  of
preparation,  the  list  of  persons  entitled  to  participate  in the  General
Shareholders  Meeting and prior to the date of holding the General  Shareholders
Meeting,  the persons included in such list must issue to the acquirer of shares
a power of attorney for voting or to vote at the General Shareholders Meeting in
compliance  with the written  instructions  of the  acquirer of the shares.  The
above provision  shall also apply to each of the subsequent  cases of the shares
transfer.

     19.8. The right to participate in the General  Shareholders  Meeting may be
exercised by the shareholder, both independently or through a representative.

                                      -31-
<PAGE>

     A  shareholder   may   participate  in  a  meeting  through  the  following
procedures:

     -    participating personally in the discussion of issues on the agenda and
          the vote on such issues;

     -    directing  its  authorized   representative   to  participate  in  the
          discussion of issues on the agenda and to vote on such issues;

     -    exercising absentee voting (by sending voting ballots);

     -    delegating   the   right  of   absentee   voting   to  an   authorized
          representative.

     19.9. Transfer of rights (powers) to the shareholder's representative shall
be exercised by issuing a power of attorney.

     A power  of  attorney  authorizing  participation  in the  voting  shall be
executed  in  accordance  with  the  requirements  stipulated  by the Law of the
Russian Federation "On Joint-Stock Companies".

             Article 20. Holding of the General Shareholders Meeting

     20.1. The General Shareholders Meeting may be held in the following forms:

          20.1.1.  a meeting - joint presence of shareholders for the purpose of
          discussing  the  issues on the agenda and  adopting  decisions  on the
          issues put on vote, in accordance with which the shareholders or their
          legally qualified representatives may, at their own discretion, submit
          their  votes on the  issues on the  agenda,  either by  attending  the
          general meeting in person or by sending their executed  ballots to the
          Company;

          20.1.2.  absentee  voting,  in accordance  with which decisions on the
          issues on the agenda shall be adopted  without  holding a meeting,  by
          poll.

     20.2. An annual General  Shareholders  Meeting may only be held in the form
of a meeting.

          20.2.1.  The Board of Directors  shall not be  authorized to amend the
          form of  holding of an  extraordinary  General  Shareholders  Meeting,
          which is required by the persons  initiating  the convention of such a
          meeting.

     20.3. Apart from the shareholders and their authorized  representatives,  a
General Meeting may be attended by other persons as envisaged in the Regulations
on the  General  Shareholders  Meeting,  holding  rights  provided  by the above
Regulations.

     20.4.  A  decision  of the  Board  of  Directors  on  holding  the  General
Shareholders Meeting approves:

     -    wording of the issues put on the agenda of the General Meeting;

     -    form and text of the voting ballot;

     -    a list of information  (materials) to be provided to the  shareholders
          in preparation for the General Shareholders Meeting;

     -    date of preparation of the list of persons  entitled to participate in
          the General Shareholders Meeting;

     -    date, place and time for holding of the General Meeting;

     -    mailing  address  to  which  the  executed  voting  ballots  shall  be
          dispatched;

     -    date,  place and time of  commencement of registration of participants
          of the General Shareholders Meeting;

     -    text  of the  announcement  of  holding  of the  General  Shareholders
          Meeting, to be sent to the shareholders;

     -    procedure for informing the shareholders on the holding of the General
          Shareholders Meeting.

     In the event that the agenda includes  issues,  the voting on which may, in
accordance with the Law of the Russian  Federation "On  Joint-Stock  Companies",
result in conferring to the  shareholders  the right to request from the Company
redemption of the shares they hold, the Board of Directors shall establish:

     -    price of the shares for the redemption;

     -    procedure and terms for exercising the redemption

     The  decision  of the Board of  Directors  to hold a  General  Shareholders
Meeting in the form of a meeting should also resolve other matters  provided for
under applicable law.

     20.5.  The  decision  of the Board of  Directors  on  holding  the  General
Shareholders Meeting by absentee vote approves:

     -    wording of the issues on the agenda of the General Meeting;

     -    form and text of the voting ballot;

     -    list of information (materials) to be provided to the shareholders;

     -    date of preparation of the list of persons  entitled to participate in
          the General Shareholders Meeting;

     -    date of providing voting ballots and other information  (materials) to
          the shareholders;

     -    final date for accepting voting ballots by the Company;

     -    mailing  address  to  which  the  executed  voting  ballots  shall  be
          dispatched;

     -    text announcing the holding of the General Meeting,  to be sent to the
          shareholders;

                                      -33-
<PAGE>

     -    procedure for informing the shareholders of the holding of the General
          Shareholders Meeting.

     In the event that the agenda includes  issues,  the voting on which may, in
accordance  with the Law of the Russian  Federation "On  Joint-Stock  Companies,
result in conferring to the  shareholders  the right to request from the Company
redemption of the shares they hold, the Board of Directors shall establish:

     -    price of the shares for the redemption;

     -    procedure and terms for exercising the redemption.

     The  decision  of the Board of  Directors  to hold a  General  Shareholders
Meeting in the form of an  absentee  vote  should  also  resolve  other  matters
provided for under applicable law.

     20.6. A General  Shareholders  Meeting, the agenda of which includes issues
stipulated in Clauses 15.3.1.,  15.3.2.,  15.3.3.,  15.3.4. of this Charter, may
not be held by absentee vote.

     20.7. The requirements for the form and text of the voting ballot,  for the
text of the announcement on holding the General Shareholders Meeting by absentee
voting,  as well as the procedure for  accepting  the absentee  voting  ballots,
shall  be  determined  by  this  Charter  and  the  Regulations  on the  General
Shareholders Meeting.

     20.8. The shareholders  which ballots have been received not later than two
days prior to the date of holding of the General  Shareholders  Meeting, or have
been  submitted not later than the  established  final date of acceptance of the
absentee  voting  ballots,  shall be  considered as having  participated  in the
voting.

     A decision adopted by the General  Shareholders  Meeting by absentee voting
is deemed effective in respect to each individual issue if shareholders, holding
in aggregate, not less than half of the Company's voting shares entitled to vote
on the given issue, participate in the voting.

     20.9. The holding of the General  Shareholders Meeting and summarization of
the voting  results is  performed  by the  Counting  Commission  of the  General
Shareholders  Meeting,  the  function of which,  in cases when the number of the
Company's  shareholders  is more than five hundred (500),  shall be performed by
the Company's Registrar.

     The procedure for forming the authority for and requirements  applicable to
the members of the Counting  Commission or to a person  performing  functions of
the  Counting  Commission  for  the  General  Shareholders  Meeting,   shall  be
determined by the Regulations on General Shareholders Meetings.

     20.10 A General  Shareholders  Meeting may be held in the Town of Bekasovo,
Naro-Fominsk District,  Moscow Oblast (location of the Company's branch known as
the Training and Production Center (UPTs RT)).

                                      -34-
<PAGE>

     Article 21. Voting at the General Shareholders Meeting. Voting Ballot.
       Counting Votes upon Voting. Protocol and Report on Voting Results.
                    Results of a General Shareholders Meeting

     21.1. Voting at the General  Shareholders  Meeting shall be exercised based
on the principle "one voting share of the Company, one vote," save for the cases
of cumulative voting on the election of members of the Board of Directors of the
Company and other cases  stipulated  by the Law of the  Russian  Federation  "On
Joint-Stock Companies".

     21.2. Voting at a General Shareholders Meeting on the issues of the meeting
agenda shall be exercised only with the use of voting ballots.

     The Company  must send the voting  ballots to the  shareholders  within the
term and  through  the  procedure  stipulated  by  Article  52 of the Law of the
Russian Federation "On Joint-Stock  Companies" and this Charter,  and accept the
voting ballots in accordance with Clause 18.7.  hereof. The voting ballots shall
be sent out by registered mail.

     The form and text of the voting  ballot  shall be  approved by the Board of
Directors of the  Company.  A voting  ballot shall be issued to the  shareholder
(its  representative)  which  has  registered  to  participate  in  the  General
Shareholders  Meeting save for the case  stipulated  in the second  paragraph of
this Clause.

     21.3. A voting ballot shall contain:

     -    full official name and address of the Company;

     -    information on the form of holding the General Shareholders Meeting (a
          meeting or absentee voting);

     -    date,  place  and time of the  General  Shareholders  Meeting  and the
          mailing  address to which the executed  bulletins shall be sent or, in
          case of holding the meeting in the form of absentee voting,  the final
          date for accepting the voting ballots and the mailing address to which
          the executed bulletins shall be sent;

     -    wording  of each  issue  put on vote  and the  order  of  priority  of
          consideration thereof;

     -    wording of  resolutions  on each issue (full name of each candidate to
          the Board of Directors, Audit Commission,  office of General Director)
          which shall be voted on by the given ballot;

     -    voting  options for each issue on the agenda of the meeting put to the
          vote, expressed by "for", "against" or "abstained";

     -    indication that the ballot must be signed by the shareholder;

     -    manner in which the chosen voting option is to be marked.

     In cases  where  the  voting  concerns  electing  a member  of the Board of
Directors or the Audit  Commission  of the Company,  the voting ballot must also
contain other information on the candidate (candidates).

                                      -35-
<PAGE>

     In the event of cumulative voting, in accordance with section 21.1. of this
Charter, the voting ballot shall point to such methods of voting and provide for
explanations of cumulative voting. The voting ballot may also contain the number
of votes by  which a person  having  the  right to  participate  in the  General
Shareholders  Meeting can vote on each issue on the agenda of the  Meeting,  and
other information determined by the Board of Directors.

     Voting ballot shall contain the information  provided for under  applicable
law.

     21.4.  When  counting  the votes,  only the  ballots  where only one voting
option is marked, are taken into  consideration.  The voting ballots executed in
violation of the above  requirements shall be recognized as invalid and votes on
the issues included therein shall not be counted.

     In the event  that a voting  ballot  contains  several  issues put on vote,
violation of the above  requirements  in respect to one or several  issues shall
not result in recognizing the voting ballot as entirely invalid.

     21.5.  Based on the voting results,  the Counting  Commission or the person
performing  its functions  shall draw up the protocol on voting  results,  to be
signed by the members of the Counting Commission or by the person performing its
functions.

     Following the drawing up of the protocol on voting  results and the signing
of the minutes of the General Shareholders  Meeting, the voting ballots shall be
sealed  by the  Counting  Commission  and  transferred  for  safekeeping  to the
Company's archive.

     A protocol on voting results shall be subject to filing,  together with the
minutes of the General Shareholders Meeting.

     Decisions adopted by the General Shareholders Meeting as well as the voting
results  shall be  announced  at the General  Shareholders  Meeting at which the
voting took place,  or be  communicated  to the persons  included in the list of
persons entitled to participate in the General  Shareholders  Meeting,  no later
than ten (10) business days following the date of the drawing up of the protocol
on the results of the voting, which usually consists of a report pursuant to the
procedures   stipulated  in  the  announcing  of  the  holding  of  the  General
Shareholders Meeting.

     21.6. The minutes of the General Shareholders Meeting shall be drawn up, in
duplicate,  no later than fifteen (15) days following the closing of the General
Shareholders Meeting. Both copies shall be signed by the person presiding at the
meeting and by the secretary of the General Shareholders Meeting.

     21.7. The minutes of a General Shareholders Meeting shall specify:

     -    place and time of the holding of the General Shareholders Meeting;

     -    total number of votes held by the  shareholders  holding voting shares
          of the Company;

     -    number of votes held by the shareholders participating in the meeting;

     -    chairman  (presidium)  and  secretary of the meeting,  and the meeting
          agenda.

                                      -36-
<PAGE>

     The minutes of the General  Shareholders  Meeting shall  highlight the main
points of the reports, issues voted on and the voting results on such issues and
resolutions adopted at the meeting.

     The minutes of a General Shareholders Meeting shall contain the information
provided for under applicable law.

     21.8.  Based on absentee  voting  results,  no later than fifteen (15) days
following  the final date of  acceptance  of the voting  ballots,  the  Counting
Commission  or the person  performing  its  functions,  shall draw up a relevant
protocol on the absentee voting results, in duplicate.

           Article 22. Regulations on the General Shareholders Meeting

     22.1 Matters concerning the convening, holding and recording of the results
of the General  Shareholders  Meeting and other matters  related to  preparation
for,  and holding of the General  Meetings  of  Shareholders  of the Company not
covered  hereunder  shall be governed  under the  Company's  Regulations  on the
General Shareholders Meeting,  approved at the General Shareholders Meeting by a
simple majority vote of the shareholders holding the Company's voting shares and
participating in the meeting.

                         Article 23. Board of Directors

     23.1 The Board of Directors consists of eleven members.

     The numerical composition of the Board of Directors provided for under this
Clause of the Charter may be increased to an odd number of members by a decision
taken at the General Shareholders  Meeting,  provided that such issue was placed
on the agenda in the manner determined hereunder. Simultaneously with the making
of the  decision to increase  the number of the Board of  Directors  the General
Meeting shall decide to make relevant  amendments to this Charter.  The decision
to change the numerical  composition of the Board of Directors  shall enter into
force for all of the shareholders of the Company from the time of inception.

     23.2 The  competence of the Board of Directors of the Company shall include
decision-making   on  matters  of  the  overall   management  of  the  Company's
operations,  except in  matters  cited  hereunder,  which are  relegated  to the
competence of the General Shareholders Meeting.

     23.3 The  following  issues shall be within the  competence of the Board of
Directors:

          23.3.1   determination  of  the  priority  aspects  of  the  Company's
          activities,  including the approval of the Company's budgets, business
          plans and development strategies and programs;

          23.3.2 convening of the annual and extraordinary  General Shareholders
          Meetings  of the  Company,  except  in  instances  provided  for under
          Section  55.8 of the Law of the  Russian  Federation  "On  Joint-Stock
          Companies";

                                      -37-
<PAGE>

          23.3.3 approval of the agenda of the General Shareholders Meeting;

          23.3.4  determination  of the date for the  preparation of the list of
          persons entitled to take part in the General  Shareholders Meeting and
          other issues  relegated to the competence of the Board of Directors of
          the Company  pursuant to the law of the  Russian  Federation  and this
          Charter,  and  related to the  preparation  and conduct of the General
          Shareholders Meeting;

          23.3.5 submission of the matters provided for under Clause 14.3 hereof
          to the General Shareholders Meeting for decision;

          23.3.6 increase of the Company's charter capital by having the Company
          place  additional  shares,   within  the  limits  of  the  number  and
          categories of authorized shares, as determined hereunder;

          23.3.7  determination of the market value of property under applicable
          law of the Russian Federation and this Charter;

          23.3.8 decision-making  pertaining to the acquisition of shares placed
          by the Company, namely bonds and other securities;

          23.3.9  determination  of the numerical  membership of the  Management
          Board of the  Company and  appointment  and early  termination  of the
          powers of its members, as proposed by the General Director;

          23.3.10  recommendations  pertaining to the amount of the remuneration
          and  compensation  payable to the members of the Audit  Commission and
          determination  of the  amount  to be  paid  for  the  services  of the
          external auditor;

          23.3.11  recommendations  pertaining to the amount of dividends on the
          shares of each category and class and procedure for their payment;

          23.3.12  decision-making  pertaining  to the use of the  reserves  and
          other funds of the Company;

          23.3.13  approval of the Company's  internal  documents  governing the
          matters  within  the  competence  of the  Board  of  Directors  of the
          Company, in accordance with the laws of the Russian  Federation,  this
          Charter  and the  Regulations  of the Board of  Directors,  except the
          documents  for which  approval is relegated to the  competence  of the
          General Shareholders Meeting and the executive bodies of the Company;

          23.3.14  establishment and liquidation of branches;  establishment and
          closing of the Company's representative offices, approval of the Model
          Regulations on the Company Branch (Representative Office) and approval
          of regulations on branches  (representative  offices)  approved by the
          General Director and of amendments and additions thereto;

          23.3.15  decision-making  pertaining  to the  Company's  participation
          (joining  as a  member,  termination  of  participation  or  change of
          participatory interest) in other organizations,  including by the sale
          or purchase of shares or interest in

                                      -38-
<PAGE>

          other  organizations,  except for the instances  provided under Clause
          14.2.21 of this Charter;

          23.3.16   decision-making   pertaining   to  the   approval  of  major
          transactions in the instance provided for under Article 31 hereof;

          23.3.17 decision-making pertaining to the approval of the transactions
          in the instance provided for under Article 32 hereof;

          23.3.18 appointment and early dismissal of the General Director of the
          Company;

          23.3.19 determination of the composition, volume and procedure for the
          protection of information constituting a commercial secret;

          23.3.20  approval of decisions to issue  securities,  prospectuses for
          issues of securities and reports on the results of the issuance of the
          Company   securities;   quarterly  reports  of  the  issuer  of  issue
          securities,  reports on the results of the  acquisition of the Company
          shares subject to redemption; and amendments and additions thereto;

          23.3.21  approval of the  registrar  and the terms of the agreement on
          maintaining the Company's shareholder register; decision-making on the
          termination of such an agreement with the registrar;

          23.3.22 decision-making pertaining to the reimbursement to the Company
          officers,  including  members  of the Board of  Directors,  for losses
          incurred by such officers in connection  with the performance of their
          official  duties  and/or the  exercise of the powers of the Company as
          its  representative  as a result of  claims,  complaints,  demands  or
          amounts of liability  against them from any third  parties,  including
          the government and municipal agencies;

          23.3.23   decision-making   pertaining  to  the  making  of  insurance
          agreements  to cover the  liability of Company's  officers,  including
          members  of the Board of  Directors,  for  losses  inflicted  on third
          parties by the Company's officers in the performance of their official
          duties and/or exercise of the powers of the Company's representatives;

          23.3.24  consideration of the opinions of the Audit Commission and the
          external auditor of the Company;

          23.3.25  approval of the terms of the agreements made with the General
          Director and members of the Management Board;

          23.3.26  consideration  of matters related to the  remuneration of the
          General Director for performance  results pursuant to the terms of the
          agreement with the General Director of the Company;

          23.3.27  termination of the agreement with the General Director in the
          event of early termination of his/her powers;

                                      -39-
<PAGE>

          23.3.28 decision-making  pertaining to the placement by the Company of
          bonds,  and  other  issued  securities  where,  under the terms of the
          placement  of such shares and other  issued  securities,  they are not
          convertible into Company shares;

          23.3.29  decision-making  pertaining to the placement, by the Company,
          of  bonds  convertible  into  shares  and of other  issued  securities
          convertible into shares where such bonds (other issue  securities) are
          placed by way of public  subscription  and may be  converted  into the
          Company's  common  shares,  amounting  to 25 or  less  percent  of the
          Company's previously placed common shares;

          23.3.30  decision-making  pertaining to the introduction of amendments
          and additions hereto related to the  establishment  and liquidation of
          branches,  to the establishment and closing of representative  offices
          of the Company and to the results of the  placement  of the  Company's
          shares in the instances provided for under this Charter;

          23.3.31 election  (re-election)  of the Chairman and  Vice-Chairman of
          the Board of Directors;

          23.3.32  appointment  of the  Secretary of the Board of Directors  and
          determination of the amount of his/her remuneration;

          23.3.33  increase of the charter  capital of the Company by way of the
          Company's  placement  of  additional  shares by  public  subscription,
          within the limits of the number of authorized shares, if the number of
          additionally  placed shares is twenty-five (25) or less percent of the
          common shares previously placed by the Company;

          23.3.34  determining the procedure for interacting with  organizations
          in which the Company participates,  including the passing of decisions
          on  matters  within  the   competence  of  the  general   meetings  of
          participants  of  subsidiaries   (the  highest   governing  bodies  of
          organizations having other legal or organizational forms) in which the
          Company is the sole participant;

          23.3.35 approval of the simultaneous  holding by the person performing
          the functions of the Company's individual executive body or members of
          the Company's Management Board of positions in the governing bodies of
          other organizations;

          23.3.36  permission  to the person  performing  the  functions  of the
          Company's individual  executive body to be simultaneously  employed in
          other organizations;

          23.3.37   establishment   of  standing  or  ad  hoc  committees   (for
          consideration  of  certain  issues)  of the  Board  of  Directors  and
          approval of their regulations;

          23.3.38  approval  of  the  internal  document  on the  disclosure  of
          information about the Company;

                                      -40-
<PAGE>

          23.3.39   determination   of  the   aggregate   amount  of   quarterly
          compensation  to the members of the  Management  Board pursuant to the
          Regulations on the Management Board;

          23.3.40  approval  of  the  Regulations  on the  Company's  structural
          subdivision   exercising  internal  control  functions;   approval  of
          candidates  to the position of its head;  and  consideration  of other
          matters  to be  decided  by the  Board of  Directors  pursuant  to the
          Regulations on the said subdivision;

          23.3.41 monitoring of the enforcement of internal control procedures;

          23.3.42   approval   of  the   terms   of  the   employment   contract
          (supplementary  agreements)  made by the Company  with the head of the
          Company's   structural   subdivision   exercising   internal   control
          functions; and

          23.3.43  other  matters  relegated to the  competence  of the Board of
          Directors  under this  Charter  and the  Federal  Law "On  Joint-Stock
          Companies".

     23.4 Resolutions at meetings of the Board of Directors shall be approved by
a majority  vote of the  members of the Board of  Directors  taking  part in the
meeting or in the absentee vote (by poll),  except where this Charter requires a
different number of votes for the approval of a resolution.

     In the event of a tie vote,  the Chairman of the Board of  Directors  shall
have the deciding vote.

     In the  event  there is no  unanimity  among  the  members  of the Board of
Directors on a matter to be voted on unanimously in accordance  with the laws of
the Russian  Federation  or this  Charter,  such matters may be submitted to the
General  Shareholders  Meeting  for  approval  by a  decision  of the  Board  of
Directors,  approved  by a  majority  of votes of the  members  of the  Board of
Directors taking part in the meeting, or by absentee vote.

     23.5 Issues relegated hereunder to the exclusive competence of the Board of
Directors may not be referred to the General Director or the Management Board of
the Company for approval.

     23.6 In exercising their rights and performing their duties, members of the
Board of Directors shall act in the best interests of the Company, in good faith
and reasonably. Otherwise members of the Board of Directors shall be jointly and
severally  liable to the Company in accordance  with the applicable  laws of the
Russian Federation.

     23.7 The  Secretary  of the Board of  Directors  shall be  appointed by the
members  of the  Board of  Directors  at their  first  meeting  following  their
election by the General  Shareholders  Meeting of the Company;  such appointment
shall  be made by a  majority  of  votes of the  directors  taking  part in such
meeting.  The  responsibilities of the Secretary of the Board of Directors shall
include,  inter alia,  the keeping and drawing up of the minutes of meetings and
absentee  vote of the Board of  Directors  and the drawing up and  execution  of
extracts  from the  minutes  of the  meetings  (absentee  vote) of the  Board of
Directors.

     23.8  Matters of the legal  status of the Board of Directors of the Company
not covered  hereunder shall be governed under the Company's  Regulations on the
Board of Directors,

                                      -41-
<PAGE>

approved at the General  Shareholders Meeting by a majority vote of those taking
part in the meeting.

                 Article 24. Election of the Board of Directors

     24.1  Members of the Board of  Directors  of the Company  shall be annually
elected by the annual General Shareholders Meeting.

     The term of office of  members of the Board of  Directors  shall be counted
from the moment of their  election by the annual  General  Shareholders  Meeting
until the moment of  election  of a new Board of  Directors  by the next  annual
shareholders' meeting.

     24.2 Those elected to the Board of Directors may be re-elected an unlimited
number of times.

     24.3  Members of the Board of  Directors  shall be elected by a  cumulative
vote in accordance with the Regulations on the General Shareholders Meetings and
the Regulations on the Board of Directors.

     24.4 The General  Shareholders  Meeting may decide to  terminate  early the
powers of the members of the Board of Directors. Such decisions may only be made
simultaneously with respect to all members of the Board of Directors.

     In the event of early  termination of the powers of the Board of Directors,
the powers of the new Board of Directors shall be valid until the nearest annual
General Shareholders Meeting.

     24.5 In the event that the  numerical  membership of the Board of Directors
becomes less than one-half of the number  provided for under Clause 23.1 hereof,
the Board of  Directors  shall  convene an  extraordinary  General  Shareholders
Meeting to elect a new Board of Directors. The remaining members of the Board of
Directors  shall  be  entitled  to  decide  only  on the  convening  of  such an
extraordinary General Shareholders Meeting.

     Members of the Board of Directors  who have died or have been duly declared
missing, dead or legally incapacitated,  or whose powers in office as members of
the Board of  Directors  have  been  terminated  or  suspended  under  effective
decision of a court or other authorized government agency, shall be deemed to be
retired  members  the Board of  Directors,  pending  removal of the  grounds for
retirement.

     24.6 Members of the Company's  Management  Board may not comprise more than
one-quarter  of the membership of the Board of Directors.  The General  Director
may not serve as Chairman of the Board of Directors.

     The  requirements  applicable to persons  elected to the Board of Directors
shall be determined under the Regulations on the Board of Directors.

                                      -42-
<PAGE>

                 Article 25. Chairman of the Board of Directors

     25.1 The Chairman of the Board of Directors of the Company shall be elected
by the  members of the Board of  Directors,  from among  them,  by a majority of
votes of the total number of elected members of the Board of Directors.

     25.2 The Board of Directors  may re-elect its  Chairman,  at any time, by a
majority  of votes of the  total  number  of  elected  members  of the  Board of
Directors.

     25.3 The Chairman of the Board of Directors:

     -    organizes the work of the Board of Directors;

     -    convenes  meetings of the Board of  Directors or arranges for absentee
          voting; and

     -    organizes the keeping of minutes at Board of Directors meetings.

     25.4 The Board of Directors has the right to appoint a Vice-Chairman to the
Board of  Directors.  In the absence of the Chairman of the Board of  Directors,
his/her functions  (including the right to sign documents) shall be performed by
the Vice-Chairman, and in the absence of the latter, by a member of the Board of
Directors appointed by a decision of the Board of Directors of the Company, by a
majority vote of the members taking part in the meeting.

                  Article 26. Meeting of the Board of Directors

     26.1 Meetings of the Board of Directors  shall be held as required,  but at
least  quarterly.  A meeting of the Board of Directors  on the  convening of the
annual General  Shareholders  Meeting,  shall be held within one (1) month after
the last day of the period  determined  under the law of the Russian  Federation
for the  submission of accounting  statements so as to consider the draft annual
reports, draft annual accounting statements,  including the Company's profit and
loss statements, and the opinion of the external auditor.

     At the annual  meeting,  the  Chairman  shall  furnish  the Board with full
current financial  information and a full report on the current state of affairs
and on the main results and plans of the Company.

     A meeting of the Board of  Directors  shall be convened by the  Chairman of
the Board of Directors on his/her own initiative or at the request of any member
of the Board of Directors,  the Audit  Commission,  the external  auditor of the
Company, the General Director or a shareholder(s) holding, as of the date of the
request,  at least two (2) percent of the Company's voting shares. The procedure
for the  convening  and conduct of meetings of the Board of  Directors  shall be
determined pursuant to the Regulations on the Board of Directors.

     26.2 The quorum for the meetings of the Board of Directors  shall be met by
the presence of at least one-half of the number of elected  members of the Board
of Directors of the Company.

     In determining the quorum and the results of voting by members of the Board
of Directors,  account shall be taken of the written opinion of an absent member
of the Board of

                                      -43-
<PAGE>

Directors,  in accordance with the Regulations on the Board of Directors of OJSC
Rostelecom.

     26.3 For the  purposes  of  decision-making  at a  meeting  of the Board of
Directors, each member of the Board of Directors shall have one vote.

     A member of the Board of Directors may not delegate his/her vote to another
member of the Board of Directors or another person under power of attorney.

     26.4 A  resolution  of the Board of  Directors  may be approved by absentee
voting (by poll) in accordance with the Regulations on the Board of Directors.

     26.5 Minutes shall be kept at all meetings of the Board of  Directors.  The
minutes of a meeting of the Board of  Directors  shall be drawn up within  three
(3) business days of the meeting. The minutes shall specify:

     -    place, date and time (of the meeting);

     -    persons present at the meeting;

     -    information on the written  opinions of absent members of the Board of
          Directors;

     -    agenda of the meeting;

     -    matters put to a vote and the results of the vote; and

     -    decisions taken.

     The minutes of a meeting of the Board of  Directors  shall be signed by the
presiding member who shall be responsible for the accuracy of the minutes.

     To reflect the results of an absentee vote (by poll),  the minutes shall be
drawn up within three (3) business  days of the final date of  acceptance of the
questionnaires or other written evidence of the views of members of the Board of
Directors, in accordance with the Regulations on the Board of Directors.

     26.6 The amount of  remuneration  and  compensation of costs related to the
performance  by members of the Board of  Directors of their  functions  shall be
determined under the Regulations on the Board of Directors.

  Article 27. General Director (Individual Executive Body) and Management Board
                          (Collective Executive Body)

     27.1 The  Company's  current  operation  shall be managed by the  Company's
individual  executive body (General Director) and the collective  executive body
(Management Board).

     The Company's  executive bodies shall be competent to decide all management
matters pertaining to the Company's current operation except those matters which
are  relegated to the  competence  of the General  Shareholders  Meeting and the
Board of Directors.

                                      -44-
<PAGE>

     27.2 The General  Director  shall be appointed by the Board of Directors of
the Company by a majority  vote of the members of the Board of Directors  taking
part  in the  meeting,  for a term of no more  than  five  (5)  years  with  the
possibility  of re-election  an unlimited  number of times,  as specified in the
resolution of the meeting of the Board of Directors of the Company.  The rights,
duties, term of office, liability and remuneration of the General Director shall
be  determined  pursuant to an  agreement  between the General  Director and the
Company.  The agreement  with the General  Director shall be signed on behalf of
the Company by the Chairman of the Board of Directors or a person  authorized by
the Board of Directors.  The Board of Directors may, at any time,  terminate the
powers of the General Director. The term in office of the General Director shall
be  counted  from the  moment  he/she is  elected  at the  General  Shareholders
Meeting.

     Appointment of the General Director of the Company and early termination of
his/her powers shall be made by the Board of Directors.

     27.3 The  General  Director  shall  manage the  current  operations  of the
Company  and  shall be  granted,  in  accordance  with  the laws of the  Russian
Federation,  all the necessary powers to accomplish those purposes.  The General
Director  shall be responsible  for the  maintenance of secrecy of the conducted
works and for the development and  implementation  of the necessary  measures to
protect the Russian  Federation's state secrets.  The General Director shall act
in strict compliance with all applicable laws and this Charter.

     The General  Director  shall  perform the  functions of the chairman of the
Management Board of the Company.

     27.4 The General Director acts,  without a power of attorney,  on behalf of
the Company for the following:

     -    representing the Company in the Russian Federation and abroad;

     -    presiding at the General  Shareholders  Meeting in accordance with the
          Regulations  on the  General  Shareholders  Meeting  unless  otherwise
          determined by the Board of Directors;

     -    arranging for execution of the resolutions of the General Shareholders
          Meeting and the Board of Directors;

     -    supervising  the  Directorate  General of the Company,  approving  the
          Regulations  on the  Directorate  General  (the  central  apparatus of
          corporate management of the Company) and determining the structure and
          numerical  composition of the  Directorate  General of the Company and
          the amounts,  procedures and forms of remuneration on the basis of the
          internal  document  approved by the Management Board and governing the
          general provisions for labor motivation;

     -    exercising  overall  supervision  of the  operation  of the  Company's
          branches and  approving  Regulations  on branches and  amendments  and
          additions thereto subject to approval by the Board of Directors of the
          Company  in  accordance  with  the  Model  Regulations  on the  Branch
          (Representative  Office) of the  Company as  approved  by the Board of
          Directors of the Company;

                                      -45-
<PAGE>

     -    approving  and endorsing the  Company's  internal  regulations  except
          those to be approved,  in accordance  with Clauses 14.2.11 and 23.3.13
          hereof,  by  the  General   Shareholders  Meeting  and  the  Board  of
          Directors;

     -    issuing orders,  directives and  instructions  that are binding on all
          the Company's employees;

     -    hiring,  transferring and dismissing the Company employees,  including
          branch  directors  and  employees,  and  exercising  other  rights and
          performing  other  obligations of the Company as the employer in labor
          relations  in the manner  provided for under  applicable  law and this
          Charter;

     -    approving the List of the Company  Employees,  including  employees of
          the Company's  branches,  the authority to appoint  (dismiss) whom may
          not be delegated by the General Director to third parties;

     -    performing any transactions on behalf of the Company within the limits
          determined  under  the  Federal  Law of  the  Russian  Federation  "On
          Joint-Stock Companies" and this Charter;

     -    the right to affix the first signature to financial documents;

     -    issuing powers of attorney on behalf of the Company,  including powers
          subject to delegation;

     -    opening bank accounts for the Company;

     -    organizing and arranging for the  compilation of a list of information
          that  can be  designated  "commercial  secrets";  issuing  orders  and
          instructions  on  compliance  with the  requirements  to protect  such
          commercial secrets; and

     -    exercising  other powers in accordance  with  applicable  law and this
          Charter.

     27.5 The Management  Board,  the Company's  collective  executive  body, is
guided in its operation by this Charter and the  Regulations  on the  Management
Board, which are approved at the General Shareholders Meeting.

     27.6 The number and  personal  membership  of the  Management  Board of the
Company is to be determined by a decision of the Board of Directors, as proposed
by the General Director.

     27.7 The  following  matters of the  management  of the  Company's  current
operations fall within the competence of the Management Board of the Company:

          27.7.1 determination of the Company's technical,  financial,  economic
          and tariff policy;

          27.7.2  preparation  of proposals on the main aspects of the Company's
          operation,  including the draft budgets,  business plans,  development
          strategies and programs of the Company;

          27.7.3 arrangement of monitoring the Company's  financial and business
          operations;

                                      -46-
<PAGE>

          27.7.4 determination of the Company's personnel and social policy;

          27.7.5 preparation of materials and draft resolutions on matters to be
          considered  by the  General  Shareholders  Meeting  and the  Board  of
          Directors,  including  preparation  of proposals on the  conclusion of
          transactions  to be approved by the General  Shareholders  Meeting and
          the Board of Directors of the Company, on the Company's  participation
          in other organizations, etc.;

          27.7.6  organizational  and technical support of the operations of the
          Company's bodies;

          27.7.7 approval of internal documents governing matters falling within
          the  competence  of the  Management  Board of the  Company  except for
          internal  documents   delegated  to  the  competence  of  the  General
          Shareholders Meeting and the Board of Directors;

          27.7.8  analysis of  performance  results of the Company's  structural
          subdivisions, branches and other separate subdivisions and issuance of
          compulsory instructions on improvement of their performance;

          27.7.9 discussion of  organizational  matters related to the Company's
          branches  and  representative   offices  and  of  other  matters,   in
          accordance with the Regulations on the Management Board;

          27.7.10   determination  of  the  Company's   planning  and  budgeting
          methodology;

          27.7.11 determination of the Company's security policy;

          27.7.12  approval  of the  internal  document  governing  the  general
          provisions  on  labor   motivation,   as  well  as  consideration  and
          decision-making on the execution of collective  bargaining  agreements
          and arrangements;

          27.7.13  determination  of the  accounting  policy;  monitoring of the
          improvement of book-keeping and managerial  accounting  techniques and
          of the introduction of the Company's record-keeping in accordance with
          the International Accounting Standards;

          27.7.14   establishment   of  standing  or  ad  hoc  committees   (for
          consideration  of  certain  matters  related  to  the  preparation  of
          Management Board resolutions) under the Management Board which are not
          independent bodies of the Company; approval of regulations thereon;

          27.7.15 determination of the amount of personal quarterly compensation
          to each member of the  Management  Board as proposed by the Management
          Board Chairman; and

          27.7.16 approval of internal control procedures.

     The  Management  Board of the  Company  may also  decide  on other  matters
pertaining  to the  management  of the Company's  current  operations,  based on
instructions from the Board of Directors, or as proposed by the General Director
of the Company,  except decisions on matters  delegated to the competence of the
General Shareholders Meeting or the Board of Directors of the Company.

     27.8 The Management Board shall hold its meetings as necessary.

                                      -47-
<PAGE>

     Minutes shall be kept at the meetings of the Management Board.

     The General Director shall arrange for the meetings of the Management Board
and sign their minutes.

     27.9 The person  performing  the  functions  of the  General  Director  and
members of the Management Board may only hold office in other organizations with
the consent of the Board of Directors of the Company.

     The rights, duties, amount of remuneration, term of office and liability of
members of the Management Board shall be determined  under an agreement  between
each member of the Management  Board and the Company.  Such agreements  shall be
signed by the General Director on the Company's behalf.

     27.10  Matters  concerning  the legal  status of the General  Director  and
members  of the  Management  Board  that  are not  covered  hereunder  shall  be
determined  pursuant  to  the  Regulations  on  the  General  Director  and  the
Regulations  on the  Management  Board,  approved  at the  General  Shareholders
Meeting by a simple majority vote among those participating in the meeting.

    Article 28. Control over the Company's Financial and Business Operations

     28.1  With a view to  controlling  the  Company's  financial  and  business
operations,  the  Company  shall  establish  the  Audit  Commission,  a  special
structural  subdivision  exercising  internal control functions,  and approve an
external auditor.

     28.2 The Audit  Commission  shall be the Company's  autonomous  controlling
body elected at the annual General Shareholders Meeting for the period until the
next annual General Shareholders Meeting and consisting of three (3) members.

     28.3 The  powers  of any or all  members  of the  Audit  Commission  may be
terminated early by a decision made at the General Shareholders  Meeting, on the
grounds  and in the  order  provided  for  under  the  Regulations  on the Audit
Commission.

     In the event the membership of the Audit Commission  decreases to less than
two, the Board of Directors shall convene an extraordinary  General Shareholders
Meeting to elect a new Audit Commission.

     The remaining  member of the Audit  Commission  shall only perform  his/her
functions  pending the election of a new Audit  Commission at the  extraordinary
General Shareholders Meeting.

     In the event of early termination of the powers of the Audit Commission the
powers of the new Audit  Commission shall be valid until the next annual General
Shareholders Meeting.

     28.4 Membership in the Audit  Commission may be held by a shareholder or by
any person  proposed by a shareholder  or the Board of Directors in the event no
candidates or an insufficient  number of candidates are proposed by shareholders
for membership in the Audit Commission.  Members of the Audit Commission may not
simultaneously  serve as members

                                      -48-
<PAGE>

of the Board of Directors,  General Director, members of the Management Board or
the liquidation commission.

     28.5 The Auditing  Commission  shall elect a Chairman and a Secretary  from
among its members.

     28.6 The following falls within the competence of the Auditing Commission:

     -    verification  of the accuracy of the data  contained in statements and
          other financial documents of the Company;

     -    discovery of violations of the procedures  determined under legal acts
          of the  Russian  Federation  for the  bookkeeping  and  submission  of
          financial statements;

     -    verification  of compliance  with legal norms in the  calculation  and
          payment of taxes;

     -    discovery  of  violations  of  legislation  of the Russian  Federation
          governing the business operations of the Company;

     -    evaluation  of  the  economic  expediency  of the  Company's  business
          transactions.

     28.7  Inspection  (audit) of the  Company's  business  operations  shall be
performed on the basis of the Company's annual performance results.

     An inspection  (audit) of the Company's  business  operations shall also be
performed on the initiative of:

     -    the Auditing Commission of the Company;

     -    the General Shareholders Meeting;

     -    the Board of Directors of the Company;

     -    or at the request of a shareholder/s  holding, in aggregate,  at least
          ten (10) percent of the Company's  voting shares on all matters within
          the competence of the General Shareholders  Meeting, as of the date of
          the request.

     The  shareholders  initiating  the  inspection  (audit)  shall  furnish the
Company, addressed to the Chairman of the Auditing Commission, with a request in
writing which shall contain: the full name of the shareholder(s), information on
the number and  category  (class) of its  (their)  shares in the Company and the
signature of the shareholder or its authorized representative. If the request is
signed by a shareholder's representative,  the request shall be accompanied by a
notarized copy of the power of attorney,  including one  subdelegated,  or other
statutory evidence in writing of the representative's powers.

     The Audit  Commission  may refuse to conduct an  inspection  (audit) in the
event that:

     -    the shareholder(s) making the request does (do) not hold the number of
          the  Company's  voting  shares  required as of the date the request is
          made (received by the Company);

                                      -49-
<PAGE>

     -    the request is initiated by persons not  registered in the register of
          shareholders,  including via a nominee holder, and (or) not authorized
          to represent the relevant shareholders;

     -    the  request  does not comply  with this  Charter  or with  applicable
          legislation of the Russian Federation.

     28.8 At the request of the Auditing  Commission,  officers of the Company's
governing  bodies  shall  present  documents  on the  business  operation of the
Company.

     28.9 The Auditing  Commission shall have the right to request the convening
of  an  extraordinary  General  Shareholders  Meeting  in  accordance  with  the
procedure provided for hereunder.

     28.10 In order to reflect the  inspection of the business  operation of the
Company, the Auditing Commission shall draw up an opinion to contain:

     -    confirmation  of  the  authenticity  of  the  data  contained  in  the
          Company's statements and other financial documents;

     -    information  of the actual  instances of  violations  of the statutory
          Russian  Federation  procedure  for the  keeping of  accounts  and the
          submission  of financial  statements,  as well as  violations of legal
          acts of the Russian Federation in the conduct of business.

     28.11  With a  view  to  assuring  continuous  internal  control  over  the
performance of any business  operations,  the Company shall  establish a special
structural  subdivision  independent  of  the  Company's  executive  bodies  and
controlled directly by the Board of Directors of the Company

     The functions of the said structural  subdivisions,  its  regulations,  the
procedure for the  appointment  of its employees  and the  requirements  to them
shall  be  determined  under  an  internal  document  approved  by the  Board of
Directors of the Company.

     28.12 An individual or a properly  licensed audit firm may be the Company's
External Auditor.  The External Auditor shall,  under the terms of the agreement
made with it,  inspect the conduct of business in accordance  with legal acts of
the Russian Federation.

     28.13 With a view to verifying and approving the  correctness of its annual
financial statements,  the Company shall annually engage an external auditor not
connected with the Company or its shareholders by property-related interests.

     The  External  Auditor of the  Company  shall be  approved  by the  General
Shareholders  Meeting.  The amount to be paid for the  services of the  External
Auditor shall be determined by the Board of Directors.

             Article 29. Acquisition by the Company of Placed Shares

     29.1 The Company  shall have the right to acquire its placed  shares in the
manner provided for hereunder in the following instances:

                                      -50-
<PAGE>

          29.1.1 by a  decision  made at the  General  Shareholders  Meeting  to
          reduce the charter  capital of the Company by  acquiring a part of the
          placed shares so as to reduce their total number;

          29.1.2 by a decision of the Board of  Directors,  approved by a simple
          majority of votes of those  taking part in the meeting of the Board of
          Directors.  The Board of Directors  may not take such  decision if the
          par value of the Company's outstanding shares is less than ninety (90)
          percent of the Company's charter capital.

     29.2 In the event the  decision  to acquire  shares is made at the  General
Shareholders Meeting, such decision shall determine:

     -    the categories (classes) of the shares to be acquired;

     -    the number of shares of each category to be acquired;

     -    the share  acquisition price which shall be determined on the basis of
          the market value of the shares,  determined  by the Board of Directors
          under the applicable laws of the Russian Federation;

     -    the form of payment for the shares, which may only be in cash;

     -    the term for payment of the shares  which may not exceed  three months
          from the moment the shares are acquired; and

     -    the period within which the shares are to be acquired.

     29.3 As it formulates  the agenda for the General  Shareholders  Meeting in
which it is to  consider  the  reduction  of the  Company's  charter  capital by
acquiring  part of the placed shares in order to reduce their total number,  the
Board of Directors shall propose at the General  Shareholders Meeting all of the
terms of the decision provided for under Clause 29.2 of this Charter.

     29.4 In the event the decision to acquire  shares in  accordance  with this
charter is made by the Board of Directors,  such  decision  shall specify all of
the terms and comply with all of the requirements provided for under Clause 29.2
hereof.  The number of the shares to be acquired  may not exceed the number as a
result  of the  approval  of which the par  value of the  Company's  outstanding
shares,  upon such  acquisition,  may be less than  ninety  (90)  percent of its
charter capital.

     29.5 At least thirty (30) days before the commencement of the period within
which the shares are to be  acquired,  the Company,  acting  through its General
Director,  shall notify the holders of the categories (classes) of shares it has
decided to acquire.

     Such notice shall contain the following information:

     -    the official name and location of the Company;

     -    the categories (classes) of shares to be acquired;

     -    the number of shares to be acquired in each category (class);

                                      -51-
<PAGE>

     -    the acquisition price of the shares;

     -    the form of and term for the payment for the shares;

     -    the  officially  established  date for the  commencement  of the share
          acquisition;

     -    the  officially  established  date  for the  completion  of the  share
          acquisition; and

     -    the address to which a completed,  written shareholder's offer to sell
          such shareholder's shares to the Company may be delivered.

     Such notice shall be  accompanied by a special form,  purposely  designated
for a shareholder's written offer to sell its shares to the Company.

     Such notice shall be given by registered mail addressed as specified in the
list of shareholders  and nominee holders of the Company prepared as of the date
on which the  decision  to acquire  shares is made by the  General  Shareholders
Meeting  or the  Board of  Directors.  In the  event a  nominee  shareholder  is
registered in the register of shareholders of the Company,  such notice shall be
delivered to the nominee shareholder.

     The  responsibility  for the  forwarding of such notice to the  shareholder
shall rest with the  nominee  holder and shall be governed  under the  agreement
between the nominee holder and his client.

     29.6 Each  shareholder  holding  shares of the  categories  (classes) to be
acquired  shall have the right to sell them and the Company  shall  acquire such
shares.

     29.7 A  shareholder  holding  shares  of  the  categories  (classes)  to be
acquired may within the set term  deliver to the Company a  filled-out  offer to
sell its Company shares.

     The offer shall be sent by registered  mail or personally  delivered to the
Company at the address  specified in the notice.  The shareholder shall have the
notice  specify the  banking  details to which the Company  shall  transfer  the
monies for the shares acquired from the shareholder.

     The date on which the Company  receives  the request  shall be deemed to be
the date of request.

     29.8 In the event the total number of shares offered to the Company exceeds
the number of shares the  Company may  acquire  pursuant to the  decision of the
General Shareholders Meeting or the Board of Directors, shares shall be acquired
from shareholders pro rata to the offers made.

     29.9 A shareholder's  completed form of an offer, in writing,  to sell such
shareholder's  shares to the Company is considered  to be the  acceptance of the
Company's offer to acquire the specified  number of such shares and the order of
transfer  to the  Company  Registrar  to  make  amendments  to the  register  of
shareholders  of the Company with respect to the number of shares to be acquired
by the Company.

     29.10 Within fifteen (15) days of the  established  final day of acceptance
of the shareholders' offers to sell shares, the Board of Directors shall:

                                      -52-
<PAGE>

     -    decide on the number of shares to be acquired from each shareholder;

     -    oblige the  Company,  through  the  General  Director,  to pay for the
          shares being acquired in the manner and within the terms determined in
          the decision to acquire shares;

     -    furnish  the  Company  Registrar  with  the  necessary  documents  for
          introducing of relevant amendments to the register of shareholders.

     29.11 Shares acquired by the Company  pursuant to the decision taken at the
General  Shareholders  Meeting to reduce the charter capital by acquiring shares
in order to reduce  their total  number  shall be redeemed at  acquisition.  The
charter capital of the Company shall be reduced and relevant  amendments to this
Charter  shall be made in  accordance  with the  procedure  provided  for  under
Article 7 hereof for such instances.

     29.12  Shares  acquired  by the  Company  by a  decision  of the  Board  of
Directors  shall not vote,  shall not be  counted  in the  determination  of the
quorum or tallying of votes at the General Shareholders  Meeting, and shall earn
no  dividends.  Such  shares  shall  be sold  by the  Company,  via the  General
Director,   within  one  year  of  their  acquisition;   otherwise  the  General
Shareholders  Meeting shall decide to reduce the charter  capital of the Company
in the manner provided for under Article 7 of this Charter for such instances.

     29.13 The Company may not acquire its placed shares for any purpose:

     -    pending full payment of the entire charter capital of the Company;

     -    if, as of the moment of their acquisition,  the Company shows signs of
          insolvency (bankruptcy) as defined under the legal acts of the Russian
          Federation on the  insolvency  (bankruptcy)  of enterprises or if such
          signs appear as a result of the acquisition of such shares;

     -    if, as of the moment of their acquisition,  the value of the Company's
          net assets is, or as a result  becomes,  less than its charter capital
          and reserve fund and the amount by which the liquidation  value of the
          placed preferred shares exceeds the par value as determined hereunder;

     -    pending the  redemption of all the shares  submitted for redemption in
          accordance with Article 30 hereof.

     29.14 The  Company may not decide to acquire  part of its placed  shares in
order to reduce  their total number if, as a result,  consequences  provided for
under Clause 7.7 hereof may arise.

     29.15 The number of shares  acquired to reduce  their total  number may not
violate  the ratio  between  the  Company's  ordinary  and  preferred  shares as
determined under Clause 5.2 hereof.

                                      -53-
<PAGE>

             Article 30. Redemption by the Company of Placed Shares

     30.1  Shareholders  holding  voting  shares shall have the right to request
that the  Company  redeem all or part of their  shares in the event the  General
Shareholders Meeting makes the following decisions:

     -    on the Company's reorganization; or

     -    on the approval of a major transaction with respect to property with a
          value  exceeding fifty (50) percent of the book value of the Company's
          assets as of the date the decision on such a transaction is made; and

     -    if they  voted  against  such  decisions  or did not take  part in the
          voting.

     30.2  Shareholders  who failed to furnish the Company  with voting  ballots
within the time  frame  determined  hereunder  shall be deemed not to have taken
part in the vote, regardless of the form in which the meeting was held.

     With a view towards  assuring the right of shareholders to request that the
Company redeem their shares,  ballots in which the options "for" and "abstained"
are expressly crossed out and only the option "against" is left, shall be deemed
to be  "against."  Invalid  ballots  shall  not  be  deemed  "against"  in  such
instances.

     30.3 The list of  shareholders  entitled to request that the Company redeem
their  shares  shall  be drawn up on the  basis of the data of the  register  of
shareholders  of the Company as of the date of  preparation of the list of those
entitled  to take  part  in the  General  Shareholders  Meeting  with an  agenda
including issues which, if voted on in accordance herewith, may give rise to the
right to request redemption of shares.

     30.4 The Company shall redeem  shares at their market value,  determined by
the Board of Directors in the manner  provided for under the applicable  laws of
the Russian  Federation  without regard for changes resulting from the Company's
actions,  which gave rise to the right to request  evaluation  and redemption of
shares.

     30.5 In the event the agenda of the General  Shareholders  Meeting includes
items  which,  if  voted  on in  accordance  herewith,  may  give  rise  to  the
shareholders'  right to request that the Company redeem shares,  the language of
the announcement of such a General  Shareholders  Meeting shall also contain the
following information:

     -    the  shareholders'  right to request  that the  Company  redeem  their
          shares;

     -    the price of the shares to be redeemed; and

     -    the procedure for and timeframe for such redemption.

     In such instances,  the  announcement of the General  Shareholders  Meeting
shall be accompanied  by a special form of shareholder  request that the Company
redeem such shareholder's shares.

     The form of the request  shall be approved by the Board of Directors of the
Company.

                                      -54-
<PAGE>

     30.6 A shareholder  shall have the right to deliver its  completed  form of
request,  in writing,  so that the Company redeems its shares within  forty-five
(45) days of the date the relevant decision is made by the General  Shareholders
Meeting.

     The request shall be sent by registered mail or delivered personally to the
Company at the address specified in the announcement of the General Shareholders
Meeting.

     The date on which the  request  is mailed or  directly  delivered  shall be
deemed to be the date when the request was sent by mail or actually submitted.

     30.7 A shareholder's completed form of request, in writing, that its shares
be redeemed  shall  constitute  acceptance of the Company's  offer to redeem the
specified  number  of such  shares  and the  order of  transfer  to the  Company
registrar to make amendments to the register of shareholders of the Company with
respect to the number of shares to be redeemed by the Company.

     30.8 The total amount of cash  channeled by the Company into the redemption
of shares  may not exceed ten (10)  percent  of the value of the  Company's  net
assets as of the date of the decision that enabled  shareholders to request that
the Company redeem their shares.

     In the event the total number of shares  requested  to be redeemed  exceeds
the  number  of  shares  which  the  Company  may  redeem  in view of the  above
restriction,  shares shall be redeemed  from the  shareholders,  pro rata to the
requests made.

     30.9 Within thirty (30) business days of the final date for the  acceptance
of written  shareholders'  requests that their shares be redeemed,  the Board of
Directors  shall  decide  on the  number  of  shares  to be  redeemed  from each
shareholder and so notify the registrar of the Company.

     30.10  Shares  redeemed by the  Company in the event of its  reorganization
shall be  redeemed  at  redemption.  Shares  redeemed  by the  Company  in other
instances  provided  under  Clause 30.1 hereof  shall be at the  disposal of the
Company. Such shares shall not vote, shall not be counted in the tallying of the
quorum or voting results at the General  Shareholders Meeting and shall not earn
dividends.  Such  shares  shall  be sold  within  one  year of the time of their
redemption;  otherwise the General  Shareholders  Meeting shall decide to reduce
the charter capital of the Company by redeeming such shares.

                         Article 31. Major Transactions

     31.1 The following transactions (including borrowing, lending, pledging and
surety transactions) shall be deemed to be major transactions:

          a transaction or a series of interrelated  transactions connected with
     the acquisition, alienation or possible alienation by the Company, directly
     or  indirectly,  of property with a value of 25 or more percent of the book
     value  of the  Company's  assets  determined  according  to its  accounting
     statements as of the latest reporting date except transactions performed in
     the usual  course of  business,  transactions  related to the  placement by
     subscription (sale) of the Company's common shares and transactions related
     to the placement of issued  securities and  convertible  into the Company's
     common shares.

                                      -55-
<PAGE>

     31.2 The price of the property  (services) to be alienated or acquired (the
market value of such  property)  in a major  transaction,  including  subsequent
alienation or acquisition,  shall be determined by the Board of Directors in the
manner provided for under the applicable laws of the Russian Federation.

     31.3 The decision on the  approval,  including  subsequent  approval,  of a
major  transaction  with respect to property valued at twenty-five (25) to fifty
(50)  percent of the book  value of the  Company's  assets  shall be made by the
Board of Directors by a unanimous  vote of the members of the Board of Directors
taking  part in the  meeting or voting by  absentee  vote.  The votes of retired
members of the Board of Directors shall be disregarded.

     In the event no  unanimity  of the Board of  Directors on the approval of a
major  transaction is achieved,  the Board of Directors may decide to submit the
matter of such a major  transaction  to the  General  Shareholders  Meeting  for
decision.

     In such instances the decision to approve a major transaction shall be made
by a majority of votes of the shareholders holding voting shares and taking part
in the General Shareholders Meeting.

     31.4 The decision on the  approval,  including  subsequent  approval,  of a
major transaction with respect to property valued over fifty (50) percent of the
book value of the  Company's  assets  shall be made at the General  Shareholders
Meeting by a three-quarters majority of votes of the shareholders holding voting
shares and taking part in the General Shareholders Meeting.

     31.5  In the  event  a  major  transaction  is  also  an  interested  party
transaction, only the provisions of Article 32 hereof shall apply.

                    Article 32. Interested Party Transaction

     Transactions   (including   borrowing,   lending,   pledging   and   surety
transactions) in which a member of the Board of Directors, the person performing
the  functions  of  the  Company's  individual  executive  body  (including  the
provisional  individual  executive  body of the  Company,  managing  company  or
manager),  a member of the  Management  Board of the  Company  or a  shareholder
holding,  together  with its  affiliates,  twenty  (20) or more  percent  of the
Company's voting shares or the person entitled to issue binding  instructions to
the Company,  i.e.,  predominantly  participating in the charter capital of OJSC
Rostelecom  or having a relevant  agreement  with OJSC  Rostelecom  pursuant  to
which,  or pursuant to the OJSC Rostelecom  Charter,  such person is entitled to
issue  binding  instructions  to  OJSC  Rostelecom,  who's  interests  shall  be
performed by the Company in accordance with the provisions of this Article.

     Such persons shall be deemed  interested in the  Company's  transaction  if
such   persons,   their   spouses,   parents,   children,   brothers,   sisters,
half-brothers,  half-sisters,  adoptive  parents,  adoptees  and/or any of their
affiliates:

     -    are a party to, beneficiaries of, intermediaries or representatives in
          such transaction;

                                      -56-
<PAGE>

     -    hold (each separately or in aggregate)  twenty (20) or more percent of
          the voting shares (interest or equity participation) in a legal entity
          which is a party to, beneficiary of, intermediary or representative in
          such transaction; or

     -    hold  positions in the  governing  bodies of a legal entity which is a
          party to,  beneficiary  of,  intermediary  or  representative  in such
          transaction.

     The  provisions  of this  Article  of this  Charter  shall  not  apply  and
decision-making  to approve the  transaction  by the Board of  Directors  or the
General  Shareholders  Meeting of the Company  under this  Article  shall not be
required:

     -    with respect to transactions in which all Company's  shareholders  are
          interested;

     -    with respect to the exercise of the preemptive right to acquire shares
          placed by the Company;

     -    with  respect to the  acquisition  and  redemption  by the  Company of
          placed shares;

     -    with  respect  to the  reorganization  of the  Company  in the form of
          consolidation   (merger)  if  the  other   company   involved  in  the
          consolidation (consolidation) holds more than three-quarters of all of
          the Company's placed voting shares.

     32.2 The persons  specified in Clause 32.1 hereof shall notify the Board of
Directors, the Audit Commission and the External Auditor of the Company:

     -    of the legal  entities in which they hold,  separately or jointly with
          their  affiliate(s),  twenty  (20) or more  percent  of voting  shares
          (interest, equity participation);

     -    of the legal entities in governing bodies of which they serve; and

     -    of the  transactions  they are aware of, which they are  performing or
          are to  perform  and in which  they may be  recognized  as  interested
          parties.

     32.3 The decision on the approval of an interested party  transaction shall
be made by the Board of  Directors  or the General  Shareholders  Meeting in the
manner  provided  for  under  the  Federal  Law of the  Russian  Federation  "On
Joint-Stock Companies".

     In the event  all  members  of the Board of  Directors  are  recognized  as
parties interested in a transaction and/or are not disinterested  directors, the
Board of  Directors  may,  by a majority of votes of the members of the Board of
Directors present at the meeting or taking part in the absentee vote, submit the
matter of the approval of such transaction and determination of the market value
of  such  property  to the  General  Shareholders  Meeting  of the  Company  for
consideration.

     32.4 An  interested  party shall be liable to the Company for the amount of
losses  inflicted  by it on the  Company.  In the event  several  parties are so
liable, their liability to the Company shall be joint and several.

     32.5  Transactions  with legal  entities  in which  Company  employees  are
participants (shareholders,  members, contributors,  etc.), members of governing
bodies or employees  shall be performed by decision of the  Company's  governing
body so authorized under the Company's internal  regulations and, in the absence
of such decision, may be declared invalid.

                                      -57-
<PAGE>

                             Article 33. Affiliates

     33.1 A person shall be recognized  as an affiliate in  accordance  with the
requirements of the laws of the Russian Federation.

     33.2 The affiliates of the Company shall notify the Company, in writing, of
the amount of Company  shares they hold,  specifying  the number and  categories
(classes) of such  shares,  within ten (10) days of the date of  acquisition  of
such shares.

     33.3 In the event the  Company  sustains a loss of  property as a result of
the failure of an  affiliate  to provide  such  information  or as a result of a
delay in its  provision,  the  affiliate  shall be liable to the Company for the
loss so inflicted.

     33.4 The Company shall have its affiliates  recorded and information  about
them disclosed in accordance  with the  requirements  of the laws of the Russian
Federation.

                 Article 34. Company's Bookkeeping and Accounts

     34.1 The Company  shall keep its books and submit  financial  statements in
accordance  with the  procedure  determined  under the legal acts of the Russian
Federation.  The  Company  shall keep  centralized  books to  produce  financial
results for the Company as a whole; branches shall not have separate independent
balance sheets of their own.

     34.2 The General Director shall be responsible  under the legal acts of the
Russian  Federation  for  the  organization,  status  and  authenticity  of  the
Company's  books,  prompt  submission of the annual statement and other provided
financial   statements  to  the  relevant   authorities  and  the  providing  of
information on the operations of the Company to the  shareholders  and creditors
and disclosed in accordance with the laws of the Russian Federation.

     34.3 The  accounting  policy and the  organization  for the  circulation of
documents within the Company and its branches and  representative  offices shall
be determined under an order issued by the General Director.

     34.4 The fiscal year of the Company shall be from 1 January to 31 December.

     34.5 The  accuracy of the data  contained  in the annual  statement  of the
Company and in its annual accounting  statements shall be confirmed by the Audit
Commission of the Company.

     Prior to the publication by the Company of the above documents, the Company
shall engage an External Auditor without any  property-related  connections with
the  Company or its  shareholders  in order to  annually  verify and confirm the
Company's annual financial statements.

     34.6 The  Company's  annual  statements  shall be  subject  to  preliminary
approval by the Board of Directors at least thirty (30)  business  days prior to
the  deadline  for the  acceptance  of  voting  ballots  at the  annual  General
Shareholders Meeting.

                                      -58-
<PAGE>

     34.7 The Company shall disclose the  information  provided for under Clause
92.1 of the Federal Law of the Russian Federation "On Joint-Stock Companies."

                         Article 35. Company's Documents

     35.1 The Company shall keep the following documents:

     -    this Charter,  duly registered  amendments and additions  hereto,  the
          resolution on the  establishment of the Company and the certificate of
          the Company's state registration;

     -    documents  evidencing  the  Company's  rights to the  property  on its
          balance sheet;

     -    Company  internal  regulations  approved by the  General  Shareholders
          Meeting and other governing bodies of the Company;

     -    regulations on the Company's branches and/or representative offices;

     -    annual statements;

     -    prospectuses for the issuing of Company shares;

     -    accounting records;

     -    accounting statements submitted to relevant authorities;

     -    minutes of General Shareholders Meeting of the Company and meetings of
          the Board of Directors,  the Audit Commission and the Management Board
          of the Company;

     -    lists of the Company's affiliates;

     -    opinions of the Audit Commission,  the External Auditor of the Company
          and state and municipal financial supervision authorities;

     -    voting ballots;

     -    powers  of  attorney  (copies  of powers  of  attorney)  issued to the
          shareholders'   representatives   for  participation  in  the  General
          Shareholders Meeting of the Company;

     -    reports of  independent  assessors  on matters to be reported on by an
          independent  assessor in accordance  with this Charter and the laws of
          the Russian Federation;

     -    lists of persons  entitled  to take part in the  General  Shareholders
          Meeting  and  entitled  to receive  dividends,  as well as other lists
          drawn up by the Company for the  shareholders to exercise their rights
          in accordance with the  requirements of the Federal Law of the Russian
          Federation "On Joint Stock Companies";

     -    issuer's quarterly reports and other documents containing  information
          to be  published or otherwise  disclosed  in  accordance  with the the
          laws; and

                                      -59-
<PAGE>

     -    other documents provided for under the Company's internal regulations,
          resolutions  of  the  General  Shareholders   Meeting,  the  Board  of
          Directors and the  Company's  executive  bodies,  as well as documents
          provided  for  under  the laws and  other  legal  acts of the  Russian
          Federation.

     35.2 The Company  shall keep the  documents  provided for under Clause 35.1
hereof at the location of its executive  body or at another  location  known and
accessible  to  the  Company's  shareholders,  creditors  and  other  interested
parties.

     35.3 Copies of the  documents  specified  in Clause  35.1  hereof  shall be
provided upon request  containing  information  about the full name and passport
data of the requesting party (full name, location and state registration details
for a legal  entity),  number  of the  individual  account  in the  register  of
shareholders of the Company,  number and categories  (classes) of its shares and
title of the document  requested  or its copy;  such copies shall be provided in
the  manner  and  within  the terms  established  under the  Company's  internal
regulations.

                    Article 36. Reorganization of the Company

     36.1 The  Company  may be  voluntarily  reorganized  by a  decision  of the
General Shareholders Meeting.

     Other  grounds and  procedures  for the Company's  reorganization  shall be
determined under the current laws of the Russian Federation.

     36.2 The Company may be reorganized by way of consolidation, consolidation,
division,  spin-off or transformation into a different  organizational and legal
form in the manner provided for under the Federal Law of the Russian  Federation
"On Joint Stock Companies."

     36.3 Aside from  instances  of  reorganization  in the form of merger,  the
Company shall be deemed  reorganized as of the moment of state  registration  of
the newly established legal entities.

     In the event of the Company's  reorganization by way of merger with another
company,  the  former  shall be deemed  reorganized  as of the  moment the state
registration  authority  makes an entry on the winding up of the acceded company
in the unified state register of legal entities.

     36.4 In the  event of the  Company's  reorganization,  relevant  amendments
shall be made to this Charter,  and an  acknowledgment of transfer or a separate
balance sheet shall be drawn up.

     The  acknowledgment  of transfer or separate  balance sheet shall contain a
provision on succession with respect to all of the Company's obligations and all
of its creditors and debtors.

     The  acknowledgment of transfer or separate balance sheet shall be approved
at the General Shareholders Meeting by a majority of votes of the holders of the
Company's voting shares taking part in the meeting.

                                      -60-
<PAGE>

     36.5  Within  thirty  (30)  calendar  days of the date of the  decision  to
reorganize  or,  in the  event of the  Company's  reorganization  in the form of
consolidation  or  merger,  within  30 days of the  date  the  decision  on such
reorganization  is made by the last company  involved in such  consolidation  or
merger,  the Company  shall give notice of this in writing to its  creditors and
publish  an  announcement  of the  Company's  decision  on  reorganization  in a
publication  which  publishes  information  on the state  registration  of legal
entities.  A  creditor  shall  have  the  right to claim  early  termination  or
performance of the Company's obligations and reimbursement of related damages by
giving  notice in  writing  within  thirty  (30)  calendar  days of the date the
Company  notifies  the  creditor  of the  reorganization  or within  thirty (30)
calendar  days  of the  date  the  announcement  of the  Company's  decision  to
reorganize is published.

     In the event the acknowledgment of transfer or separate balance sheet makes
it  impossible  to  determine  the  Company's  successor,   the  legal  entities
established  as a result of such  reorganization  shall be jointly and severally
liable for the obligations of the Company to its creditors.

                     Article 37. Liquidation of the Company

     37.1 The Company may be liquidated  voluntarily  by decision of the General
Shareholders  Meeting or by court  decision in the  instances  and in the manner
provided for under the current laws of the Russian Federation.

     37.2 In the  event of the  Company's  voluntary  liquidation,  the Board of
Directors  shall submit the matter of the Company's  liquidation and appointment
of a liquidation commission to the General Shareholders Meeting for decision.

     The General  Shareholders Meeting shall decide to liquidate the Company and
appoint a liquidation  commission with a numerical  membership  equal to that of
the Board of Directors, as determined hereunder.

     In the event of involuntary liquidation,  the liquidation commission may be
appointed by the court which shall also determine its numerical membership.

     37.3 As of the moment of its appointment,  the liquidation commission shall
assume all of the powers to manage the affairs of the Company.  The  liquidation
commission shall represent the Company in court.

     The liquidation  commission  shall be liable under the norms of the Russian
Federation's civil law for losses inflicted on the Company, its shareholders and
third parties.

     37.4 The  liquidation  commission  shall  publish  an  announcement  of the
Company's liquidation and the procedure and deadline for the filing of claims by
its  creditors.  Such  announcement  shall be  published in  publications  which
publish  information on the  registration  of legal  entities.  The term for the
filing of  creditors'  claims may not be less than two  months  from the date of
publication of the announcement of the Company's liquidation.

     37.5 In the event the Company has no  obligations  to  creditors  as of the
moment the decision to  liquidate  the Company is made,  its  property  shall be
distributed among the shareholders in accordance with Clause 10.4.3 hereof.

                                      -61-
<PAGE>

     37.6 The liquidation  commission shall take steps to identify its creditors
and to recover accounts  receivable and shall notify its creditors in writing of
the Company's liquidation.

     37.7 Upon the expiration of the period for the filing of creditors' claims,
the liquidation  commission shall draw up an interim  liquidation  balance sheet
which shall contain  information on the  composition of the Company's  property,
the claims filed by creditors and the results of their consideration.

     The  interim  liquidation  balance  sheet  shall be approved by the General
Shareholders  Meeting  with the  consent  of the  Company's  state  registration
authority.

     37.8 In the event the value of the Company's  property is insufficient  for
settlements  with  all of the  Company's  creditors,  and  in the  event  of its
voluntary  liquidation,  the liquidation  commission  Chairman  appointed by the
General Shareholders Meeting shall apply to an arbitrazh court requesting that a
simplified  procedure for the bankruptcy of a debtor being liquidated be applied
to the Company.

     37.9 Payments of cash amounts to the Company's  creditors  shall be made by
the liquidation  commission in the order determined under Clause 64.1 Civil Code
of the Russian Federation.

     37.10 Upon  completion of settlements  with the creditors,  the liquidation
commission  shall draw up a  liquidation  balance  sheet to be  approved  by the
General   Shareholders   Meeting  with  the  consent  of  the  Company's   state
registration authority.

     37.11 Company  property that remains  after the  completion of  settlements
with the creditors shall be distributed by the liquidation  commission among the
shareholders in the following order of priority:

     -    first,  payments  shall be made on shares to be redeemed in accordance
          herewith;

     -    second,  payments  shall be made of dividends  accrued but not paid of
          Class A preferred shares and the par value of Class A preferred shares
          (liquidation value of Class A preferred shares) shall be paid; and

     -    third,  Company  property shall be distributed  among the shareholders
          holding common shares and Class A preferred shares with due regard for
          the previously paid par value of Class A preferred shares.

     37.12 Property within each category shall be distributed after distribution
of property within the previous category is completed.

     In the event the  Company's  property  is  insufficient  for the payment of
accrued but not paid dividends and the liquidation value as determined hereunder
to all of the  shareholders  holding  preferred  shares,  the property  shall be
distributed  among the  shareholders  holding  preferred  shares pro rata to the
number of their shares.

     37.13  Liquidation of the Company shall be deemed completed and the Company
shall be deemed to have ceased to exist as of the moment the state  registration
authority  (registration  authority) makes a relevant entry in the unified state
register of legal entities.

                                      -62-
<PAGE>

                             Exhibit to the Charter
                   of the Open Joint-Stock Company Rostelecom
             for Long-Distance and International Telecommunications

                                      LIST
                     of Branches and Representative Offices
                   of the Open Joint-Stock Company Rostelecom
             for Long-Distance and International Telecommunications

1.   Branches:

1.1  North-Western Branch of OJSC Rostelecom (St. Petersburg);

1.2  Volga Branch of OJSC Rostelecom (Samara);

1.3  Siberian Branch of OJSC Rostelecom (Novosibirsk);

1.4  Southern Branch of OJSC Rostelecom (Rostov-on-Don);

1.5  Urals Branch of OJSC Rostelecom (Yekaterinburg);

1.6  Far Eastern Branch of OJSC Rostelecom (Khabarovsk);

1.7  Central Branch of OJSC Rostelecom (Moscow);

1.8  Main  Center  for  the  Management  of  Long-Distance   Communications  and
     Television (GTsUMS) (Moscow);

1.9  Long-Distance and International Telephone (MMT) (Moscow);

1.10 Training and  Production  Center (UPTs RT) (Town of Bekasovo,  Naro-Fominsk
     District, Moscow Oblast).

2.   Representative Offices:

2.1  Representative   Office  in  Geneva  (Rue  de  Lausanne  94,  1202  Geneva,
     Switzerland);

Representative  Office  in  Yerevan,  Republic  of  Armenia  (Yerevan,   375010,
Nalbadyana, 28).