**Exhibit 4.26.2**

APPENDIX No. 1

to AgencyAgreement

(Form 2)

No. 213/24-206dated March 1, 2006

**AGREEMENT**

 
| The City of __________________________ | Date: ____________ | 200__ |
|----------------------------------------|--------------------|-------|

 

Rostelecom, Open Joint-Stock Company forLong-Distance and International TelecommunicationsLicense for provision of long-distance and Internationaltelecommunications No. 29777)

_______ ), represented by __________________________ “__________________________”,acting on behalf of and commissioned by OAO Rostelecom on the grounds of theagreement concluded between _________________, and OAO Rostelecom, No. _______dated _______ hereinafter referred to as “Rostelecom”, represented by ____________________________, authorized to act by Power of Attorney dated ______________ No. ________________,on the one part, and

hereinafter referred to as the “**Operator**”represented by 

______________________________________, authorized toact by __________________________________________ on the other part, haveconcluded the following Agreement:

**1**                      Termsand Definitions

In this Agreement the following terms and definitionshave the following meanings if not otherwise indicated by this Agreement:

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

1.2                       “Operator’snumbering area” means the numeration resource of the integratedtelecommunications network of the Russian Federation, allotted to the Operator,identified by the code of the geographically determined numbering area.

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

1.4                       “Accruedincome” means payments to the Operator by the Users for the Services renderedby Rostelecom to the Users in the corresponding month.

1.5                       “Accountingperiod” means the period of one calendar month during which thetelecommunications were rendered to the Users.

1.6                       “Users”are the persons, including the Operator’s users, ordering and/or using theServices via the Operator.

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

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

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

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

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

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

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

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

**2**                      SubjectMatter of the Agreement

2.1                       Rostelecomcommissions and the Operator undertakes the obligation to fulfill for aconsideration, on behalf of, and at the expense of Rostelecom, legal and otheractions indicated in paragraph 3.3.1. hereunder concerning settlement ofaccounts with the Users for the Services rendered.

2.2                       TheOperator undertakes the obligation to render to Rostelecom the servicesindicated in paragraph 3.3.2. of the Agreement concerning settlement ofaccounts with the Users for the Services rendered, and Rostelecom is obliged topay consideration for the Operator’s services.

**3**                      Obligationsof the Parties

3.1                       Rostelecom undertakes the responsibility:

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

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

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

3.1.4                        In orderto organize the claim and action proceedings by the Operator, in accordancewith paragraph 3.3.1.6. of the Agreement, to issue, if needed, a power ofattorney for the Operator to represent the penalties of Rostelecom in court,with the right of power transfer.

3.1.5                        To issuea power of attorney for the Operator to represent the penalties of Rostelecomin court and in order to ensure the Operator’s invoicing management inaccordance with paragraph 3.3.1.5. of the Agreement, with the right ofdelegation of power.

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

3.1.7                        To provideinformation and documentation necessary for the fulfillment of the commissionand/or rendering of Services under the Agreement.

3.2                       Rostelecom has a right:

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

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

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

3.3                       The Operator undertakes the following obligations:

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

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3.3.1.1                         In theBilling period to present (compose and provide) the bills on behalf ofRostelecom, for the Services rendered to the Users. The bills must be presentedto the Users before the 12th day of the Billing period, indicating the totalamount of payment and the dates of rendering of each type oftelecommunications, their volume and the cost of each service type, as well asthe reminder that the User must pay for the Services within 15 days from themoment of issue of the bill. The bills are issued to the Users on the basis ofthe indications of the Operator’s communication gear. The bills for theServices rendered to the Users must be based on the Tariffs set by Rostelecom,and taking into consideration the Tariff change by Rostelecom within thecontext of one-time arrangements.

3.3.1.2                         Toreceive on their account amounts of payment from the Users for the Servicesrendered by Rostelecom.

3.3.1.3                         Torecover debts of the Users, arising in connection with nonpayment for theServices rendered, including the performance of claim and action proceedingsagainst the Users connected with the payment for the Services rendered to theUsers and connected with rendering of Services.

3.3.1.4                         Tomanage invoicing in accordance with the procedure indicated in Appendix No. 4hereunder.

3.3.1.5                         Toperform the claims and action proceedings with the Users upon the issuesconcerning the quality of the Services rendered to the Users by Rostelecom.

3.3.1.6                         Toconclude agreements with the Users—legal entities for the rendering of Servicesin accordance with Appendix No. 11.

3.3.1.7                         Torender information and reference services to the Users.

### 3.3.2                       To render the following services toRostelecom:

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

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

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

### 3.3.2.4                         To draw up and present toRostelecom the documentation for business accounting, taxation and statisticalpurposes specified by the Agreement.

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

### 3.3.2.6                         To inform the Users officiallyabout the Services and Tariffs in accordance with the current law and theOperator’s notification regulations.

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

### 3.3.3                       To presentto Rostelecom reports on fulfillment of the commission in accordance with theform specified in Appendix No. 3, within the terms and upon the conditionsspecified by the Agreement.

### 3.3.4                       To providethe fulfillment of the Users’ obligations for Rostelecom for Service payment inaccordance with the procedure indicated in Section 5 hereunder.

### 3.3.5                       To fulfillother obligations of the Operator specified by the Agreement and the current lawof the Russian Federation.

3.4                       The Operator has the following rights:

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### 3.4.1                       To demandthe fulfillment by the Users of their obligations on Service payment. To engagethird parties for Service rendering.

### 3.4.2                       To receivefrom Rostelecom the information and documentation required for the fulfillmentof the commission and/or rendering of the services under the Agreement.

3.5                       The Parties undertake the following obligations:

### 3.5.1                       By the fulfillment of theconditions of the Agreement - to be guided by the current law of the RussianFederation.

3.5.2.                    Tomaintain the confidential character of the conditions and provisions of theAgreement, as well as any physical, technical, economic and financialinformation concerning each of the Parties and the subject of the Agreement (“Confidentialinformation”), and not to divulge the like information to third persons withoutthe consent of the other Party hereunder, excluding the cases when suchdivulgence is required in accordance with the law of the Russian Federation orthe law of the United States of America (concerning the corresponding Party).Regardless of the aforesaid, each of the Parties hereto has the right todivulge the Confidential information to their employees provided the recipientof the like information is instructed to maintain the confidential character ofthe former. As concerns any divulgence of the Confidential information, the Article isvalid within (three) years from the expiry of the Agreement on any grounds.

**4**                      Parties’Settlement

4.1                       Themutual settlement between the Parties are performed monthly, on the basis ofthe Agreement, the report of the fulfillment of the agency commission ofRostelecom sent by the Operator to Rostelecom in accordance with paragraph3.3.3. (hereinafter - **“Report”**), and theAcceptance Act for of the Services rendered (hereinafter - **“Act”**).

4.2                       Theconsideration, the service costs and the amount of the consideration paymentsare calculated in accordance with the procedure specified in Appendix No. 2hereunder. The mutual payments of the Parties are calculated as follows:

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

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

### 4.2.2.1                         the amounts of theconsideration payments for the performance of the actions indicated inparagraph 3.3.1. hereunder. The sums indicated are calculated on the basis ofthe Report.

### 4.2.2.2                          service payments indicated inparagraph 3.3.2. hereunder. The sum indicated is calculated on the basis of theAcceptance Act for the Services rendered.

### 4.2.2.3                         refund of the expensesconnected with the fulfillment by the Operator of the agency commission inaccordance with Appendix No. 2 hereunder.

4.3                       TheReport is drawn up in accordance with the form presented in Appendix No. 3.The Statement of acceptance of the Services rendered is drawn up in accordancewith the form presented in Appendix No. 5 of the Agreement. The Operatorpresents the Report and the Act to Rostelecom within the term no later than the5th day of the Billing period. Together with theReport, the Operator sends to Rostelecom the invoice indicating the amount ofconsideration and the cost of the services rendered.

4.4                       Rostelecomconsiders the Report and the Act and confirms/signs them. Together with thesigning of the Report, Rostelecom presents to the Operator the bill for theamount of the Accrued income in accordance with the confirmed Report.

4.5                       Shouldany comments arise to the Report or Act presented by the Operator, Rostelecomnotifies the Operator about the data discrepancy of the current Report withinthe period of 5 days upon receipt of the corresponding documentation. At that,Rostelecom confirms/signs the Report and Act with comments, and the Partiessettle the accounts on the amount of the undisputed sum.

4.6                       In orderto eliminate the shortcomings of the Report, the Parties conduct negotiationswithin the period of one month and perform a reconciliation/detailedelaboration of the data of the Parties. In accordance with the results of therevision, the Troubleshooting Report is signed by the Parties, and, ifrequired, a new account of payments is made in the Billing periods that follow.The signing by the Parties of the Troubleshooting Report also means the 

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                                      confirmationof the Operator’s Report by Rostelecom. In case of need the Parties make a newaccount of payments in the Billing periods that follow.

4.7                       Notbeing limited by the conditions mentioned in paragraph 4.6. hereunder, in caseof detection by one of the Parties of unreliable Report data provided, theParty that detects the aforementioned discrepancy notifies immediately theother Party about this fact. The Parties conduct negotiations in order toeliminate the data discrepancy within the period of one month from the momentof the detection of the unreliable data provided. In case of need the Partiesmake a recalculation of payments in the Billing periods that follow.

4.8                       Thesigning of the Report by Rostelecom also means the confirmation of fulfillmentof cross obligations of Rostelecom on the payment to the Operator of theconsideration and the refund of charges of the Operator during theirfulfillment of commission under the Agreement and the obligations of theOperator on the transfer to Rostelecom of the payments by the Users for theServices rendered.

4.9                       By thelast day of the Billing period the Operator transfers to Rostelecom thepayments in the amount of the Accrued income in accordance with the AgencyReport with the deduction of the sums indicated in paragraph 4.2. hereunder. Atthat, the payment amounts transferred by the Operator securing the guarantee ofthe fulfillment by the Users of their obligations on Service payment,concerning the Service payments with respect to which the 0% VAT rate wasapplied, are transferred by a separate payment order in accordance with theprocedure specified in Section 2 of Appendix No. 4 of the Agreement.

4.10                 The dateof fulfillment of the Operator’s monetary obligations is the date of receipt ofpayments on the correspondent account of the service bank of Rostelecom.

4.11                 Allpayments by the Users are to be charged to the Operator’s accounts.

4.12                 Quarterlyand upon necessity Rostelecom and the Operator perform the inspection of mutualsettlements. The Reconciliation Report of Mutual Settlements is drawn up by thepenaltyed party in two counterparts and signed by the authorizedrepresentatives of the Parties. The Party receiving the Reconciliation Reportof Mutual Settlements must sign the Reconciliation Report of Mutual Settlementsor present its objections concerning the reliability of the informationcontained in it within the period of twenty (20) days from the date of dispatchof the Reconciliation Report of Mutual Settlements.

4.13                 TheParties agree that, if the total amount of payments transferred by the Operatorto Rostelecom in accordance with paragraph 4.2. hereunder for the correspondingBilling period and the total amount of the obligations of Rostelecom on theconsideration for the actions identified in paragraph 3.3.1. and the servicesidentified in paragraph 3.3.2. of the Agreement and the refund of charges ofthe Operator during the same period, in the aggregate exceeds the sum receivedby the Operator from the Users for the Services rendered during the sameBilling period, in the case of the like excess of the payments transferred bythe Operator to Rostelecom (hereinafter - “Collateral”) are consideredtransferred as the result of the fulfillment by the Operator of their obligationsspecified in paragraph 3.3.3. hereunder.

**5**                      TheProcedure of the Fulfillment by the Operator of the obligations of the Usersfor the Service Payment for Rostelecom

5.1                       Inaccordance with Article In accordance with Article 329 of the CivilCode of the Russian Federation, the Parties agree that the Operator willprovide the fulfillment by the Users of the obligations for the Service paymentfor Rostelecom in the following way:

### 5.1.1                       In case ofnon-performance by the Users of their obligations of payment for the Servicesrendered by Rostelecom during the Accounting Period until the 20th day of the Billing period, the Operator isobliged to fulfill until the 25th day of the Billing period the obligations forthe Service payments for the like Users (hereinafter—**“Debtors”**) and transfer to Rostelecom the amount of securityfor the corresponding Billing period, and Rostelecom, on its part, is obligedto transfer to the Operator as provided in this Section 5, the authorityof Rostelecom for the receipt of the payments from the Debtors on account ofthe Service payments for the corresponding Billing period.

### 5.1.2                       Duringevery Billing period the Operator provides the fulfillment of all undulyperformed monetary obligations of the Debtors on the payments for the Servicesrendered by Rostelecom during the previous Billing period, in the amount if theCollateral for the corresponding Billing period, is that the Operator transfersto the Rostelecom the total amount calculated in accordance with paragraph 4.2.hereunder for every Billing period.

5.2                       In caseof duly fulfillment by the Operator of the obligations indicated in paragraph5.1. hereunder, the rights of Rostelecom for the receipt of the Servicepayments from the Debtors for the month preceding the Billing period 

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                                      aretransferred to the Operator, and as the Operator has the information about theDebtors, as well as the documents confirming the nonpayment by the Debtors forthe Services rendered by Rostelecom, during every Billing period in which theyhave transferred the payments to Rostelecom in accordance with the fulfillmentof the obligations indicated in paragraph 5.1. hereunder, the Operator isobliged to send to Rostelecom the information about the like Users within theperiod of 10 days, including the amount of indebtedness of each Debtor for theServices rendered (hereinafter - “Debtor Register”), in the following way:

### 5.2.1                       The totalamount of indebtedness of all Debtors included into the Debtor Register must beequal to the Collateral arising in the corresponding Billing period.

### 5.2.2                       The DebtorRegister is drawn up in accordance with the form specified in Appendix No. 8in the form of an electronic document with the use of a digital signature, andis sent to Rostelecom to the following e-mail address: _______________. _________________.

### 5.2.3                       Within theperiod of 10 days from the moment of coming into effect of the Agreement theOperator is obliged to send to Rostelecom the certificate of the signature keyfacilitating the confirmation of the authenticity of the electronic digitalsignature of the Operator in the Debtor Register and the identification of theholder of the certificate of the signature key.

### 5.2.4                       Within theperiod of 10 days from the receipt of the Debtor Register Rostelecom is obligedto check the authenticity of the digital signature of the Operator in theDebtor Register, to check the correspondence of the Debtor Register to theconditions of the present paragraph 5.2. and to send a written notification ofthe results of the aforesaid check-up to the Operator.

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

5.3                       Togetherwith the Debtor Register send to Rostelecom in accordance with paragraph 5.2hereunder, the Operator is obliged to send to Rostelecom in the written formthe Consolidated Debtor Register for the corresponding Billing periodindicating the total number of Debtors and the Collateral for the correspondingBilling period.

5.4                       Thereshould be no payment or reimbursement of expenses for the fulfillment by theParties of the obligations specified in the present Section 5 of theAgreement.

5.5                       TheParties agree that the way of providing the fulfillment of the obligationsspecified in the present Section 5 of the Agreement is not del credere.

**6**                      GeneralRequirements to the Performance of the Claiming and Action Proceedings

6.1                       The Operatorperforms the claiming and action activities with the Users in accordance withthe current law of the Russian Federation and the inner regulations of theperformance of the claiming proceedings adopted by the Operator.

6.2                       TheOperator performs the claiming proceedings as regards the claims asserted bythe Users concerning the quality of the Services rendered. The Operator alsoasserts claims to the Users concerning non-performance or unduly performance bythe latter of their obligations on the Service payments.

6.3                       In theprocess of handling of the Users’ claims use should be made of the informationand referential data of the database of the Operator and Rostelecom.

6.4                       In caseof nonpayment by the User for the Services rendered within the period of morethan three months from the moment of the payment of the corresponding bill, theOperator has the right to sue the corresponding User.

**7**                      TheTariffs for the Long-distance and International Telecommunications

7.1                       Thelong-distance telecommunications Tariffs are determined and changed inaccordance with the current law.

7.2                       Theinternational telecommunications tariffs are determined by Rostelecom and canbe changed at any time, at that, Rostelecom is obliged to inform the Operatorabout the like changes in advance, in the written form, no later than twenty(20) days before the introduction of the new international telecommunicationstariffs.

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7.3                       Thenotification of the Users about the changes of the long-distance andinternational telecommunications Tariffs is performed by the Operator, inaccordance with the current law and the inner notification procedure adopted bythe Operator.

**8**                      Responsibilityof the Parties

8.1                       TheParties undertake the responsibility for the non-performance or undulyperformance of the obligations under the Agreement in accordance with thecurrent law of the Russian Federation.

8.2                       In caseof violation by the Operator of the terms of fulfillment of their obligationsfor the transfer to Rostelecom of the Accrued income with the deduction of theamounts indicated in paragraph 4.2.2. of the Agreement, Rostelecom has theright to charge the penalty in the amount of 1/300 of the refinancing rate ofthe Central Bank of the Russian Federation for each day of delay in executionof the redeemable sum. The Operator is obliged to pay to Rostelecom the penaltywithin the period of ten (10) banking days from the moment of the receiptof the corresponding payment demand. The Parties agree to perform thecorresponding payments no later than within the period of ten (10) bankingdays from the moment of the receipt of the corresponding demand.

8.3                       In caseof the presentation by the Operator of unreliable data in the Report (paragraph4.3.), provided that the amount payable calculated on the basis of theunreliable Report data is smaller than the sum based on the amount of theactual Services rendered, Rostelecom has the right to charge to the Operatorthe forfeit in the form of penalty. The amount of the penalty of 1/300 of therefinancing rate of the Central Bank of the Russian Federation for each daystarting with the day of the receipt of the unreliable data, until the day ofthe receipt of the reliable data. The like forfeit in the form of the penaltyis calculated on the basis of the disparity between the amount of paymentscalculated on the basis of the reliable data and the amount of paymentscalculated on the basis of the unreliable data. The penalty, as well as thedeficient payments to Rostelecom must be paid within the period of ten (10) bankingdays from the moment of the receipt of the corresponding payment demand.

8.4                       In caseof non-presentation (or untimely presentation) of the Report by the OperatorRostelecom has the right to charge the forfeit in the form of the penalty inthe amount of 1/300 of the refinancing rate of the Central Bank of the RussianFederation for each day, starting with the day when the aforementioneddocuments had to be presented, until the day of the actual presentation of suchdata, of the redeemable sum. This forfeit must be paid within the period of ten(10) banking days from the moment of the receipt of the correspondingpayment demand.

8.5                       Allforfeits under the Agreement are charged in addition to any amounts of lossesthe recovery of which can be demanded by the Party charging the correspondingforfeit upon the Party which has violated the conditions of the Agreement, inaccordance with the Agreement and the current law of the Russian Federation.

8.6                       In caseof faulty fulfillment by the Operator of the obligations hereunder in the partof drawing up by the former of invoices, sale books, purchase books,implementation by the Operator of the VAT rate in accordance with paragraph3.3.1.5, timely presentation by the Operator to Rostelecom of the documentationin accordance with paragraph 3.3.2.7, Rostelecom has the right tocorrespondingly decrease the cost of the unduly rendered service indicated inthe Agreement. At that, the aforementioned services will be considered asunduly rendered in case of non-observance of the terms of the presentation ofthe documents, non-compliance with the accounting forms and/or non-observanceof the procedure of drawing up the documents specified in Appendices 3 and 6 ofthe Agreement and the current law and/or in case of providing unreliableinformation.

8.7                       IfRostelecom bears losses as the result of the unduly fulfillment by the Operatorof their obligations indicated in paragraphs 3.3.1 and 3.3.2, including thelosses as a result of imposing extra taxation obligations and/or imposingforfeits and penalties upon Rostelecom for the violation of the taxation and/oradministrative law, Rostelecom has the right to demand from the Operator thefull payment of damages, and the Operator is obliged to fulfill such demandwithin the period of 10 days from the moment of its claim.

**9**                      Reimbursementof Expenses

9.1                       Therecovery of expenses under the Agreement is performed by Rostelecom only uponthe presentation by the Operator to Rostelecom of the originals of the basicdocuments confirming such expenses.

9.2                       TheParties agree that Rostelecom recovers the expenses, expenditures and losses ofthe Operator connected with the fulfillment by the latter of their obligationsindicated in paragraph 3.3.1. hereunder, under the Agreement, exclusively inthe volume and amount not exceeding 10% of the consideration amount and servicecosts, due to the Operator in accordance with the conditions of the Agreementfor the corresponding Accounting period (hereinafter—“Limit”), and suchrecovery is considered by the Parties as reasonable, sufficient and motivatedfor 

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                                      therecompense of all necessary expenses, expenditures or losses of the Operatorduring the fulfillment of the obligations hereunder.

9.3                       TheParties agree that any expenses, expenditures or losses of the Operatorexceeding the Limit are considered as lost without any connection with thecommission of Rostelecom, beyond the purpose of the Agreement, without thenecessary authority on the part of the Operator.

9.4                       9.4.Inconnection with the aforementioned agreement the Operator hereby confirms andadmits that under no circumstances he will demand from Rostelecom anyconsideration and/or recovery of expenses, expenditures or losses connectedwith the fulfillment of their obligations under the Agreement in the amountsexceeding the Limit.

9.5                       In anycase, irrespective of any provisions of the Agreement contradicting the setforth below, none of the provisions hereunder can be interpreted as obligingRostelecom to recover or consideration any expenses, expenditures or losses tothe Operator, suffered by the latter in the course of the fulfillment of theAgreement, in the amount exceeding the Limit, as well as allowing the Operatorto demand such recovery.

**10**               ForceMajeure Circumstances

10.1                 TheParties are released from responsibility for non-fulfillment or improperfulfillment of  their obligations on theAgreement, if they prove, that proper fulfillment was impossible due to forcemajeure, which means extreme, unforeseen and inevitable circumstances in givenconditions.

10.2                 TheParty that has suffered the influence of the force majeure circumstances mustnotify the other Party within the period of 10 days about the character, typeand the presumable duration of the force majeure influence, as well as indicatethe fulfillment of which obligations under the Contract it affects, and toproduce evidence of the occurrence of such circumstances. In case of lack ofnotification the Party affected by the force majeure influence cannot refer tothe influence of the force majeure circumstances at a later time as to thecause exempting them from liability.

10.3                 Theoccurrence of force majeure circumstances extends the terms of the fulfillmentby the Parties of the obligations hereunder proportionate to the duration of theirinfluence. If the influence of the force majeure circumstances lasts longerthan six months, the Parties are obliged, upon proposal of one of the Parties,to coordinate the further actions and/or the possibility of denouncement of theAgreement.

**11**               Settlementof Disputes

11.1                 TheParties should attempt to settle any dispute under the Agreement by means ofnegotiations, and in the case of impossibility to reach a mutually acceptabledecision within the period of 30 days from the moment of appeal by the penaltyedParty to the other Party, each of the Parties has the right to initiate thetransfer of the like dispute for it to be considered by the arbitrationtribunal at the location of the defendant, in accordance with the current lawof the Russian Federation.

**12**               Notifications

Any notifications and other messages subject to thetransmission from one Party to the other must be transmitted in written form tothe following addresses:

If the Operator is the addressee:

 

 

 

If Rostelecom is the addressee:

 

 

 

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Each of the Parties can change their address by meansof a written notification of the other Party, as indicated in this paragraph.

**13**               Effectivedate of the Agreement and its validity term

13.1                 TheAgreement comes into effect on the date when all of the following events takeplace:

13.1.1                  thesigning of the Agreement by the Parties;

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

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

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

13.3                 Therights and obligations of the Parties arise from the moment of the ratificationby the competent authorities of the Parties if such decision is required by thecurrent law of the Russian Federation.

13.4                 TheAgreement is valid for the period of one year from the moment of its cominginto effect. If none of the Parties proclaims the denunciation of the Agreementno later than 30 calendar days before the expiry hereof, the Agreement isautomatically prolonged for each following period. The number of periods forwhich the effect hereof can be prolonged is not limited.

**14**               Miscellaneous

14.1                 Anychanges and addenda to the Agreement are valid only when they are made inwritten form and signed by the representatives of the Parties, in this casethey constitute an integral part of it.

14.2                 Theprocedure of termination hereof is determined by the current law of the RussianFederation.

14.3                 Allappendices to the Agreement constitute an integral part of it.

14.4                 None ofthe Parties can negotiate any of their rights or responsibilities hereunder toa third party without the coordination with the other Party.

14.5                 AppendixList:

Appendix No. 1Procedure for conclusion of Agreements.

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

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

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

Appendix No. 5Acceptance act for services rendered.

Appendix No. 6 Listof reporting forms.

Appendix No. 7Check-up procedure.

Appendix No. 8 Form ofthe Debtor Register.

Appendix No. 9Procedure for Parties’ handling of claims.

Appendix No. 10Regulations for handling of receivables and payables.

9

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Appendix No. 11:

Form 1. Agreement on long-distance andinternational telecommunications.

Form 2. Public offer on the conclusion of the long-distanceand international telecommunications agreement.

14.6                 TheAgreement is drawn up in two (2) copies in the Russian language, each ofthe copies having the equal legal effect, one copy for each of the Parties.

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

 

**16**               Signaturesof the Parties:
| **For Rostelecom:** | ** **                           | **For Operator:** | ** **                           |
|---------------------|--------------------------------------|-------------------|--------------------------------------|
|                |                                 |              |                                 |
|                |                                 |              |                                 |
|                |                                 |              |                                 |
|                |                                 |              |                                 |
| Seal here           |                                 | Seal here         |                                 |
|                | dated “__” __________ 2006 |              | dated “__” __________ 2006 |

 

10

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**Appendix No. 1to Agreement No.____ dt.**

**Procedure for Conclusion of Agreements**

**with Users for Rendering Telecommunications**

**1**                      GENERALREQUIREMENTS TO THE FULFILLMENT OF THE COMMISSION

1.1                       By theconclusion of the agreements with the Users for the rendering oftelecommunications on behalf of and at the expense of Rostelecom the Operatoris not entitled to deviate from the conditions of the agreements on therendering of telecommunications, in accordance with the provisions of paragraph3.1.8. of the Agreement.

**2**                      CONCLUDINGAGREEMENTS WITH USERS

2.1                       Onappeal of a User (or their representative duly empowered) to the Operator withthe aim of concluding an agreement for the rendering of long-distance andinternational telecommunications, the Operator must immediately conclude anagreement with such User.

2.2                       Theagreement with the User is signed in three copies and sealed with the stamps ofits parties. One copy is handed to the corresponding User, another copy is sentto Rostelecom within the period of ten days from the conclusion of suchagreement but no later than the 1st day of the month following the month when thementioned agreement with the User was signed.

**3**                      ACCOUNTINGOF THE RESULTS OF THE FULFILLMENT OF COMMISSION

3.1                       TheOperator within the framework of presenting the Report of the Operator on theAgreement provides information about the agreements with the Users concludedduring the Accounting period.

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

 

11

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Appendix 2to Agreement  No.____ dated ____________ 2005

**Procedureof Calculation of the Costs of the Operator’s Services**
| **No  No.** | ** ** | **Items**                                                                                                                                | ** ** | **Price**                                                                                                                                                                        |
|------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.               |       | COLLECTING SUBSCRIBER  PAYMENTS, % of the accrued income                                                                                 |       | 11.00%                                                                                                                                                                           |
| 2.               |       | BILLING PROCESSING OF  TELECOMMUNICATIONS, rubles/min                                                                                    |       | 0.075                                                                                                                                                                            |
| 3.               |       | DRAWING UP, PRINTING,  STORING, MAKING BILL COPIES, rubles/min                                                                           |       | 0.04                                                                                                                                                                             |
| 4.               |       | DRAWING UP, PRINTING,  STORING, MAKING INVOICE COPIES, ACTS OF PERFORMED WORKS, SIGNING  RECONCILIATION REPORTS WITH CLIENTS, rubles/min |       | 0.063                                                                                                                                                                            |
| 5.               |       | PREPARATION OF THE  REPORTING FORMS, rubles/set                                                                                          |       | 15,000                                                                                                                                                                           |
| 6.               |       | DOCUMENTATION DELIVERY,  rubles/min                                                                                                      |       | 0.025                                                                                                                                                                            |
| 7.               |       | INFORMATION AND  HELPLINE SERVICES FOR CLIENTS, rubles/min                                                                               |       | 0.05                                                                                                                                                                             |
| 8.               |       | CONCLUDING AGREEMENTS  WITH LEGAL ENTITIES                                                                                               |       | 300  rubles for one agreement plus 5% of the amount of accrued income for the  services of OAO Rostelecom for the first three calendar months of the  validity of the agreement. |
| 9.               |       | CLAIMING AND ACTION  PROCEEDINGS, % of the accrued income                                                                                |       |                                                                                                                                                                             |

 

Comment:

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

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

3)                 Inlines 2, 3, 4, 6 and 7 hereof the measurement unit is ruble per minute of theoutgoing long-distance or international traffic.

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

 

12

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

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

**Form 1.1**

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

 

**Form 1.2**

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

 

**Form 1.3**

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

 

**Form 1.4**

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

 

13

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**Form 1.5**

**Thereport on the volumes and accrued income for the long-distancetelecommunications services rendered to self-sustained organizations(direction- and time-wise) in the ABC zone of the Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

** **

**Form 1.6**

**The reporton the volumes and accrued income for the long-distance TelecommunicationServices rendered to budgetary organizations (direction- and time-wise) in theABC zone of the Operator**
| **Direction** | ** ** | **Direction code** | ** ** | **In minutes** | ** ** | **Tariff** | ** ** | **Total** | ** ** | **Tariff category** | ** ** |
|---------------|------------|-------------------------|------------|---------------------|------------|------------|------------|-----------|------------|--------------------------|------------|
| **1**         | ** ** | **2**                   | ** ** | **3**               | ** ** | **4**      | ** ** | **5**     | ** ** | **6**                    | ** ** |
| Total         |       | Х                 |       |                |       | Х    |       |      |       |                     |       |
|          |       |                    |       |                |       |       |       |      |       |                     |       |

 

**Note tocompletion of Forms  1.1.-1.6:**

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

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

 

14

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

 

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

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

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

4.                             The transferred files must be named in accordancewith the following name structure:

**XXXX YY ZZZZZZFFF CCCCCCC UU.xls,**

where

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

-                                  ZZZZZZ— accounting period in the form YYYYMM

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

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

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

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

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

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

15

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**Form 1.7**

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

 

**Note tocompletion of Form 1.7:**

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

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

 

16

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

 

**When completingthe form lines please use the Notes (hints) to the boxes, picking up parametersfrom the list (boxes C13, C17), as well as the buttons designated “OK” and“TITUL”**

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

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

**XXXX YY ZZZZZZ FFF UU.xls**,

where

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

-                                  ZZZZZZ— accounting period in the form YYYYMM

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

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

**Form 1.8.**

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

 

 

17

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** **

**Form 2. The Operator’s report on the payments forthe long-distance and international telecommunications of OAO Rostelecom in________**

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

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

 

18

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

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

** **

19

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**Note to completion of Forms  2.1.-2.2:**

1.           Rostelecomoffers the Operator the blank of the Forms 2.1-2.2 to be filled (in theExcel format). Attached to the Forms is the title-page. The form of the title-page forthe Forms 2.1.-2.2:

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

 

20

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

 

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

2.           Title page forForms 2.1-2.2: In the Forms 2.1.-2.2. the Operator presents theconsolidated data on the volume, accrued income and received income for theservices rendered during the Accounting period, the state of the arrears andthe corrections in all subsidiaries and all ABC zones of the Operator.

3.           Thereports are filled out in the context of the periods of service rendering: oneline of the report corresponds to one service period, the information isprovided  about service payment arrears,service rendering etc. during the current accounting period.

4.           Thecolumns “Correction of arrears...” and “Write-off of arrears...” are filledperiodically and on the basis of the documents indicated in Appendix 9 hereto.

5.           Thetransferred files must be named in accordance with the following namestructure:

XXXX YY ZZZZZZ FFF UU.xls,

where

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

-                      ZZZZZZ —accounting period in the form YYYYMM

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

-                      UU — reportordinal number. The ordinal number of the document sent by the communicationOperator to Rostelecom for the first time is always indicated **00.**In case of detection of discrepancy between the Operator’sdata and the data of Rostelecom on the data contained in the file or its faultyfilling the Operator prepares a new amended version of the file and sends it toRostelecom in accordance with the conditions of the agency agreement. Every newversion of the file is formed by means of increasing the document ordinalnumber by 1.

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**Form 3. Theamount of payment redeemable to the Operator**
| **No** | ** ** | **Title**                                                                                                     | ** ** | **Adopted accounting procedure**                                                                                                                                                           | ** ** | **Total, rubles** |
|-------------|------------|---------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|
| **1**       | ** ** | **2**                                                                                                         | ** ** | **3**                                                                                                                                                                                      | ** ** | **4**             |
| 1.          |       | Fulfillment of the  commission of Rostelecom in accordance with paragraph 3.3.1 of the Agreement,  including: |       |                                                                                                                                                                                       |       |              |
| 1.1.        |       | Collection of payments  from the Subscribers                                                                  |       | On the basis of the  Operator’s report:          %  * Accrued income                                                           |       |              |
| 1.2.        |       | Claiming activity                                                                                             |       | On the basis of the  Operator’s report:          %  * Accrued income                                                           |       |              |
| 1.3.        |       | Information and  helpline Users service                                                                       |       | On the basis of the  Operator’s report:           (rubles/min)* (Volume (min.) of the outgoing long-distance and international  traffic) |       |              |
| 1.4.        |       | Conclusion of  agreements with Users                                                                          |       | On the basis of the  Operator’s report:           (rubles) * (Total number of the concluded agreements with Users)                       |       |              |

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

 

22

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Appendix No. 4to Contract No.        

                               

**dated                     **

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

1. Drawing up of invoices and submittal ofdocumentation on VAT

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

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

 

Column 1 of the invoice must contain the phrase “Long-distancetelecommunications”, “International telecommunications” or “Long-distance andinternational telecommunications” the number and date of the agreementconcluded between Rostelecom and the Users-legal entities, (if the likeagreement was concluded by drawing up a single document) or the phrase Publicoffer of the OAO Rostelecom dated                   (if the like agreement was concluded in any other way). The invoices for theservices of Rostelecom rendered to the population, as well as for the prepaymentfor the services of Rostelecom received from the population are not drawn. Forthe registration in the account-book the Operator draws up (in a paper form)consolidated invoices: а) for the total cost of the Services ofRostelecom, rendered to the population during the accounting period; b) for theaggregate prepayments received from the individual user within the period underreview on account of the rendering of the services by Rostelecom. In line 6 ofsuch invoices the client name “Population” is indicated, and lines 6 аand 6 b are not filled. For the registration in the purchase book the Operatordraws up a similar invoice for the sum of the prepayment received for theservices of Rostelecom from the population, on account of which the services ofRostelecom were rendered in the accounting period.

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

The Operator draws up reports in respect of theservices of Rostelecom, the reports for the formation of sales and purchaselogs by Rostelecom. The reports for the formation of sales and purchase logsare drawn up in accordance 

23

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with the Regulations of keeping log books of thereceived and composed invoices, sales and purchase logs by the adjustment ofVAT, approved by the Governmental Regulation of the Russian FederationРФ No.914 of 02.12.2000, taking into consideration the specifieddetails.

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

In the Report for the formation of the sales log theOperator registers the invoices for the services of Rostelecom, rendered to theUsers during the accounting period, as well as the invoices for the prepaymentreceived from the Users during the accounting period on account of therendering of the services of Rostelecom. Besides, the Operator registers in theReport for the formation of the sales log the consolidated invoice for the costof the services of Rostelecom, rendered to the population during the accountingperiod and the sum of the prepayment received from the Users during theaccounting period on account of the rendering of the services of Rostelecom(see above). By the registration of such invoices in column 2 the client name “Population”is indicated, and columns 3, 3а, 3b of the Report are not filled. Asregards the cost of the services of Rostelecom and the sum of the prepayment onaccount of the rendering of the services of Rostelecom, that were included intothe consolidated invoices registered in the Report for the formation of thesales log, the Operator draws up a Register according to Form 2 (at that,the sums included into the Register are assigned the numeration of thecorresponding invoices).

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

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

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

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

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

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

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

The Reports for the formation of the sales andpurchase logs are presented no later than the 18th day of the month followingthe accounting month. The Registers of the Services of Rostelecom and theprepayments included into the consolidated invoices are presented no later thanthe 20th day of the third month following the accounting month.

2. The order of the application to the rendering ofthe services of the 0% VAT rate and the presentation of the documentationproving the validity of the application of the 0% VAT rate

In accordance with paragraph 7 entry 1 of article 164of the Tax Code of the Russian Federation the 0% VAT rate is applied by therendering of the services of Rostelecom for the official use by theinternational diplomatic and equated to them representatives or for personaluse by the diplomatic or administrative and technical personnel of theserepresentative offices, including the resident family members, provided the lawof the corresponding foreign country establishes the similar order in relationto the diplomatic and equated to them representative offices of the RussianFederation and their employees or if the similar form is indicated in theinternational agreement of the Russian Federation.

At the time of the conclusion of the present agreementthe list of the countries in relation to the diplomatic representative officesand employees of which the 0% VAT rate is applied, is established by the Letterof Ministry of Taxation and Charges of the Russian Federation No.RD-6-23/382of 01.04.2003 (with amendments). If after the conclusion of the presentAgreement the Letter of MTC of the Russian Federation No.RD-6-23/382of 01.04.2003 is cancelled, in order to determine the list of the countries inrelation to the diplomatic representatives and employees of which the 0% VATrate should be applied, other duly approved and valid documents establishingthe indicated list should be used. The possibility of the application of the 0%VAT rate to the foreign diplomatic representative office is determined inaccordance with the list valid at the day of the rendering of the services ofRostelecom.

24

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The 0% VAT rate is applied only in relation to theservices rendered to the diplomatic and equated to them representatives by thesubscriber numbers indicated in the agreement on the rendering of thelong-distance and international telecommunications between Rostelecom(concluded by the Operator on behalf of Rostelecom) and the diplomatic representativeoffice.

The 0% VAT rate is applied exceptionally on thecondition of the presentation by the diplomatic and equated to themrepresentative office to the Operator of an official letter of therepresentative (signed by the head of representative office or the substitute,sealed by the stamp of the representative office in question), confirming thatthe services of Rostelecom are intended for the official use by therepresentative offices or their employees.

The letter must contain the following phrase: “This isto confirm that the long-distance and international telecommunications renderedby OAO Rostelecom (Delegatskaya str. 5, 127091, Moscow) according to the publicagreement No.                         dated                                   by the list of subscriber numbers given below are intended for the official useby the representative office”. The letter must contain the list of thesubscriber numbers by which the services of Rostelecom are rendered, inrelation to which the 0% VAT rate is applied, in the format: (code ABC, DEF)(subscriber number).

The Operator is obliged to provide the storing of theoriginal of the indicated letters during the period of three years startingfrom the date of the end of the year in which the services of Rostelecom wererendered, and the presentation of these originals to Rostelecom in case ofnecessity.

In the case of the application of the 0% VAT rate theOperator must draw up the invoice for the diplomatic and equated to themrepresentative office, indicating the fact of the rendering of the services ofRostelecom with the application of the 0%, VAT rate, with the mark “fordiplomatic use”.

By non-performance of the application of theaforementioned conditions the Operator should apply to the rendering of theservices of Rostelecom to the diplomatic and equated to them representativeoffice of the 18% VAT rate.

In accordance with the Regulations of the applicationof the zero VAT rate by the selling of goods (works, services) for the officialuse by the foreign diplomatic and equated to them representative offices or forpersonal use by the diplomatic or administrative and technical employees ofthese representative offices, including the resident family members,established by the Governmental Regulation of the Russian Federation No.1033 of30.12.2000, in order to prove the validity of the application of the 0% VATrate in relation to the services of Rostelecom, rendered to the diplomatic andequated to them representative offices during the accounting period, theOperator must present to Rostelecom:

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

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

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

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

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

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

The indicated documents are presented by the Operatorno later than the 14th day of the month following the accounting month.
| **For Rostelecom:** | ** **                           | **For Operator:** | ** **                           |
|---------------------|--------------------------------------|-------------------|--------------------------------------|
|                |                                 |              |                                 |
|                |                                 |              |                                 |
|                |                                 |              |                                 |
|                |                                 |              |                                 |
|                |                                 |              |                                 |
| Seal here           | dated “__” __________ 2006 | Seal here         | dated “__” __________ 2006 |

 

25

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**Form 1**

###### **TheReport for the formation of the sales log**

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

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

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

 

* - the columns are not filled.

----

 

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

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

 

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

 

----

 
| 19. |   | Pay_priz   |   | N (2)  |   | Invoice indication (prepayment invoice-01/  service payment invoice-02)                                                                                                    |
|-----|--------|------------|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 20. |   | Nds_priz   |   | N (1)  |   | Indication of services liable to taxation at the  rate of 0% VAT (1)                                                                                                       |
| 21. |   | Cust_adr   |   | C(200) |   | Legal address of the client (central agency)                                                                                                                               |
| 22. |   | Cust_Pay_d |   | D      |   | Date of liquidation of seller’s invoice                                                                                                                               |
| 23. |   | Cust_Pay_n |   | C(21)  |   | Number of the payment-accounting document — payment  order (by receipt of prepayment or by rendering of services at the expense of  the earlier received prepayment). |

 

----

 

**Form 2**

**Register of the Services ofRostelecom and the prepayments on account of the rendering of the Services ofRostelecom, included into the consolidated invoices, registered in the saleslog for****___________**

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

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

-                                the indication 01 is used only for theprepayments received on account of the rendering of the services. By theregistration of the invoices for the services, the payment for which wasperformed as prepayment, the designation 02 is used.

**The description of the fields for the DBF file**

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

 

----

**Form 3**

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

 

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

 
| **Including**                                         | ** ** | ** **                       |
|-------------------------------------------------------|------------|----------------------------------|
| **purchases liable to taxation at the rate of**       | ** ** | ** **                       | ** ** | ** ** |
| **18 per cent (8)**                                   | ** ** | **10 per cent (9)**              | ** ** | ** ** | ** ** | **20 per cent *(11)** | ** ** | ** ** | ** ** | ** ** |
| **Cost of  purchases without  VAT (rubles, kopecks)** | ** ** | **VAT amount (rubles, kopecks)** | ** ** | **Cost of purchases without   VAT (rubles, kopecks)** | ** ** | **VAT amount (rubles, kopecks)** | ** ** | **0 per cent (rubles, kopecks)** | ** ** | **Cost of purchases without  VAT (rubles, kopecks)** | ** ** | **VAT amount (rubles, kopecks)** | ** ** | **Purchases exempt from taxation (rubles,  kopecks)** | ** ** | **Indication of services liable to taxation  at the rate of 0% VAT (1)** |
| **8а**                                          | ** ** | **8b**                           | ** ** | **9а*** | ** ** | **9b*** | ** ** | **10*** | ** ** | **11а*** | ** ** | **11b*** | ** ** | **12*** | ** ** | **13******* |
|                                                  |       |                             |   |   |   |   |   |   |   |   |   |   |   | Х |   | Х |
| ***                                                   |       | ***                              |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |
| ***                                                   |       | ***                              |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |   | *** |

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

 

* - the columns are notfilled.

** - the date ofprepayment receipt.

*** - the last date ofthe service month.

**** - User’s details.

----

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

 

 

----

 

**Form 4**

**Register of the prepayments onaccount of the rendering of the Services of Rostelecom, included into theconsolidated invoice, registered in the purchase log for ___________**

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

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

* - invoice number assigned upon receipt of theprepayment

**The description of the fields for the DBF file**
| **Field name** | ** ** | **Name**       | ** ** | **Type, size** | ** ** | **Description**                                                   |
|----------------|------------|----------------|------------|----------------|------------|-------------------------------------------------------------------|
| 1.             |       | Form_Numb      |       | N (2)          |       | Form number. Acquires the value of 44                        |
| 2.             |       | Рeriod_d |       | С (7)    |       | Accounting period (MM.YYYY)                                       |
| 3.             |       | Oper_code      |       | C (4)          |       | The code of the Operator is unique and is assigned  by Rostelecom |
| 4.             |       | Subscrb_ID     |       | C(15)          |       | The unique identifier of the recipient of the bill.               |
| 5.             |       | User_fio       |       | С (80)   |       | Name of User                                                      |
| 6.             |       | Sel_f_num      |       | С (21)   |       | Invoice number                                                    |
| 7.             |       | Pr_brutto      |       | N (13.2)       |       | Cost of services (including VAT, rubles, kopecks)                 |
| 8.             |       | NDC            |       | N (13.2)       |       | Amount of VAT in service cost (rubles, kopecks)                   |
| 9.             |       | Cust_Pay_n     |       | C(25)          |       | Details of the payment order Number                               |
| 10.            |       | Cust_Pay_d     |       | D              |       | Details of the payment order Date (DD.MM.YYYY)                    |

----

** **

**Form 5**

###### **Register of theServices which were rendered at 0% VAT for ________**

 
| **Form**   | ** ** | ** **   | ** ** | ** **                         | ** ** | **Cost of**  | ** ** | **Details of the invoice** |
|------------|------------|--------------|------------|------------------------------------|------------|--------------|------------|----------------------------|
| **number** | ** ** | **Ref. No.** | ** ** | **Name of representative offices** | ** ** | **services** | ** ** | **Number**                 | ** ** | **Date** |
| ** ** | ** ** | **1**        | ** ** | **2**                              | ** ** | **3**        | ** ** | **4**                      | ** ** | **5** |
|       |       | Х      |       | *Total*                            |       |         |       | Х                    |   | X |
|       |       | ***          |       | ***                                |       | ***          |       | ***                        |   | *** |
|       |       | ***          |       | ***                                |       | ***          |       | ***                        |   | *** |

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

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

 

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

** **

----

**Note to drawing up of Forms:**

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

XXXXYY ZZZZZZ FFFFF UU.DBF,

where

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

-                                  ZZZZZZ— accounting period in the form YYYYMM

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

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

 

----

Appendix No. 5to Agreement No. ___dt.

**Acceptance Act forServices Rendered**

**Under ContractNo._________ dt.**

**for ________ month____**

| Date: ________________ |   | Date:  ______________ 200__ |
|------------------------|--------|-----------------------------|

 

This AcceptanceAct was made up by Rostelecom, Open Joint-Stock Company for Long-Distance andInternational Telecommunications, hereinafter referred to as “Rostelecom”,represented by ____________________, acting on the ground of the Power ofattorney dated ________________ No. ____, on the one hand, and ____________________,hereinafter referred to as the “Operator”, represented by ________________________, acting on the ground of ________________, hereinafter altogether referred toas the “Parties”, confirming the following services rendered by Operator toRostelecom:
| ** **   | ** ** | ** **                                                                                                                                        | ** ** | **The base for service cost  counting**   | ** ** | **Service Tariff,** | ** ** | **Service Cost  inc. VAT,** | ** ** | **Including  VAT,** |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------|------------|---------------------|------------|-----------------------------|------------|---------------------|
| **Ref. No.** | ** ** | **Service Description**                                                                                                                           | ** ** | **Title**                                 | ** ** | **Value**           | ** ** | **rubles/pcs**              | ** ** | **rubles**          | ** ** | **rubles** |
| **1**        | ** ** | **2**                                                                                                                                             | ** ** | **3**                                     | ** ** | **4**               | ** ** | **5**                       | ** ** | **6**               | ** ** | **7** |
| 1            |       | Services, stipulated by para. 3.3.2 of the  Agreement:                                                                                            |       |                                      |       |                |       |                        |       |                |   |   |
| 1.1.         |       | Billing processing of telecommunications                                                                                                          |       | Capacity of outgoing LD/Int traffic, min. |       |                |       |                        |       |                |   |   |
| 1.2.         |       | Forming, printing, storing, making account copies                                                                                                 |       | Capacity of outgoing LD/Int traffic, min. |       |                |       |                        |       |                |   |   |
| 1.3.         |       | Forming, printing, storing, making copies of  invoices, acceptance certificates, signing up the acts of reconciliation the  payments with clients |       | Capacity of outgoing LD/Int traffic, min. |       |                |       |                        |       |                |   |   |
| 1.4.         |       | Preparation of the reporting forms                                                                                                                |       | Set of documents                          |       |                |       |                        |       |                |   |   |
| 1.5.         |       | Delivery of the documents                                                                                                                         |       | Capacity of outgoing LD/Int traffic, min. |       |                |       |                        |       |                |   |   |
| **Total**    |       |                                                                                                                                              |       |                                      |       |                |       |                        |       |                |   |   |

 

----

The rendered services cost aggregated ________ ,including VAT ________.

The services werepresented properly and according to Agreement terms.
| **For Rostelecom:** | ** **                         | **For Operator:** | ** **                       |
|---------------------|------------------------------------|-------------------|----------------------------------|
| ** **          | ** **                         | ** **        | ** **                       |
| ** **          | ** **                         | ** **        | ** **                       |
| Seal here           |                               | Seal here         |                             |
|                | dated “___” _______ 2006 |              | dated “___” _____ 2006 |

 

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Appendix No. 6to Agreement No.    dt.                    

**List of ReportingForms**

**1.Operator provides the information to Rostelecom for forming the reports basedon the next forms of state statisticsreporting:**

1. F 88 Outgoing payable exchange data - presentedmonthly

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

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

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

**The procedure ofproviding the information to Rostelecom**

Data, according to the statistic accounts forms by wayof universal pattern are passed to Rostelecom.

While working out the title list of the sample, it isnecessary to put the unique number of the entity, registered in Rostelecom forthe data that have to be registered in the statistic accounts forms ofRostelecom.

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

 

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

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

 

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

**Note.**Accounting forms,according the present Appendix No., presented to Rostelecom by Operator notlater than 3 days before the date of providing such forms to the proper stateauthority.
| **For Rostelecom:** |   |                                                                                                                                        | ** ** | **For Operator:** |   |                                                                                                                                        |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          |   |                                                                                                                                        | ** ** | ** **        |   |                                                                                                                                        |
| ** **          |   |                                                                                                                                        | ** ** | ** **        |   |                                                                                                                                        |
| Seal here           |   |                                                                                                                                        |       | Seal here         |   |                                                                                                                                        |
|                |   | dated “    ”                  2006 |       |              |   | dated “    ”                  2006 |

 

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**Appendix No. 7**to Agency Agreement No.     dated                     

**Procedure forChecking Operator for the Correct Performance of the Agreement Terms**

1                     TheAppendix determines the list of measures, which should be taken by the Parties(Rostelecom and Operator) for the control of completeness and fidelity of theOperator’s Reports on the volume and accrual proceeds for the providedtelecommunications.

2                     TheAppendix determines the methods of checking Operator’s Reports on the volumeand accrual proceeds for the provided telecommunications.

3                     Therealization of the control may be initiated during the period of validity ofthe current Agreement.

4                     Thereasons for the beginning of implementation the control measures are:

discrepancies of the total cost and volume dataparameters of the Rostelecom and Operator’s reports, exceeding 3% relatively tothe indices of the Rostelecom,

complaints fromthe Users side.

5                     Thefollowing actions can be performed in the control:

5.1                     reconciliationof the Operator’s Reports and Rostelecom data;

5.2                     detailedreconciliation the Parties data;

5.3                     comprehensivetechnical study;

5.4                     thechecking of the fidelity of VAT rates adaptation;

5.5                     thechecking of the fidelity of adaptation the tariffs for telecommunicationsprovided by Rostelecom upon the issue of the bills;

5.6                     clarificationof the reasons of origin (increasing/decreasing) notes payable by the Users andso on.

6                     Reviseof the Operator’s Reports and Rostelecom data.

6.1                     Thebasis for reconciliation of the Operator’s Reports and Rostelecom data is thediscrepancy in cost and volume parameters in Operator’s Reports and Rostelecomdata.

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

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

6.3.1            minimal non-tariff limit of the calls,

6.3.2            type of the calls number round-off,

6.3.3            tariffs.

6.4                     IfOperator revealed the mistake on the stage, stated in par. 6.3 of thisAppendix, and its correction removed the discrepancies, then the Partiesco-ordinate the term of the mistake removal, the correction of the originaldocuments (Operator’s Reports, User bills and so on) and state the date of re-calculation.

6.5                     Ifthe mistake was not found or its correction didn’t remove the discrepancies,then the Parties fix such discrepancies in revise act.

7                     Detailedreconciliation

7.1                     Theground for the detailed reconciliation are discrepancies fixed in the reviseact on the stage of revise the Operator’s Reports and Rostelecom data.

7.2                     TheParties adjust with the operation factors of the detailed reconciliation:

7.2.1            time factors (month, week, day, hour and soon),

----

 

7.2.2            ancillary parameters (switchboards, trunks,numbering capacity),

7.2.3            directions of the detailed reconciliation(codes АВС/DEF),

7.2.4            size of the detailed reconciliation,

7.2.5            data exchange type.

The format samplefor accordance of measured service data for a detailed revise, indicated inTable 2 of the Appendix, can be changed depending on technical abilities of theParties.

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

7.4                     Theparties conduct analysis of the results of the detailed reconciliation.

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

7.5                     Ifthe mistake was not found or it’s correction didn’t remove the discrepancies,then the Parties fix such discrepancies in revise statement not later than 3working days after results of the detailed revision will be ready. The Partieswill co-ordinate the next steps:

7.5.1            Another addition, ancillary parameters ofthe revise are selected (repeated execution of the stage of the detailedreconciliation),

7.5.2            comprehensive technical study should beperformed.

8                     Comprehensivetechnical study.

8.1                     Thereason for the realization of the comprehensive technical study is coordinatedon the previous stages statements and the absence of the ascertained reasonsfor discrepancies.

8.2                     Inthe context of the comprehensive technical study it can be realized by theassociated Parties:

8.2.1            verification of capacity for work ofcommunication channels;

8.2.2            verification of the recordingcompleteness  of the tariff files;

8.2.3            verification of recording conditions of thetariff files;

8.2.4            registration of the probing calls;

8.2.5            verification of the routing Regulations;

8.2.6            verification of the software, used in thesystem of collection and processing of tariff information and so on;

8.2.7            using indirect methods of research.

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

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

 

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Table 2. Format of call service data

Data should be presented in electronic file usingformat dbf or xls
| **Tel_A*** | ** ** | **Tel_В*** | ** ** | **Mn_I*** | ** ** | **Mn_O*** | ** ** | **Date*** | ** ** | **Time*** | ** ** | **D_sec*** |
|------------|------------|------------------|------------|-----------|------------|-----------|------------|-----------|------------|-----------|------------|------------|
|       |       |             |       |      |       |      |       |      |       |      |       |       |

----

* fill-in spaces are marked

Field Tel_A*: Number of the subscriber А phone

Field Tel_B*: Number of the subscriber B phone

Field Mn_I*: Mnemonics of incoming group of channels

Field Mn_O*: Mnemonics of outgoing group of channels

Field Date*: Date of the call beginning(DDММYY)

Field Time*: Time of the call beginning(HHММSS)

Field D_sec*: Callduration (in seconds)
| For Rostelecom: | ** ** | ** **                                                                                                                                                          | ** ** | **For Operator:** | ** ** | ** **                                                                                                                                                          |
|-----------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **      | ** ** | ** **                                                                                                                                                          | ** ** | ** **        | ** ** | ** **                                                                                                                                                          |
| ** **      | ** ** | ** **                                                                                                                                                          | ** ** | ** **        | ** ** | ** **                                                                                                                                                          |
| Seal here       |       |                                                                                                                                                                |       | Seal here         |       |                                                                                                                                                                |
|            |       | dated “   ”                       2005 |       |              |       | dated “   ”                       2005 |

 

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**Appendix No. 8**to Agency Agreement No.     dated                     

**Register of UsersDebts for Long-Distance and International Telecommunications of**

**OAO Rostelecom**

**on           ,the claim right transferred from**

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

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

 

Total Debtor debt amount on                 20    ,  the right of which is transferred from OAORostelecom to                ,amounting to               rubles.
| **For Rostelecom:** |   |                                                                                                                                  | ** ** | **For Operator:** |   |                                                                                                                                        |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          |   |                                                                                                                                  | ** ** | ** **        |   |                                                                                                                                        |
| ** **          |   |                                                                                                                                  | ** ** | ** **        |   |                                                                                                                                        |
| Seal here           |   |                                                                                                                                  |       | Seal here         |   |                                                                                                                                        |
|                |   | dated “   ”                  2005 |       |              |   | dated “   ”                   2005 |

 

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**Appendix No. 9**to Agreement No.      dated                     

**Procedure forParties’ Handling of User Claims (Complaints)**

**Related toProviding/Failure to Provide Telecommunications**

1.1.         Incase of oral or written claim (complaint) by User in connection with therendering/non-rendering of the Telecommunication Services, the Operator:

1.1.1            Operator verifies the fact of ascertainmentof long-distance and international communication because of providingtelecommunications based on Operators equipment data.

1.1.2            Operator verifies the fidelity ofpresenting the bill and amounts to be paid on the telecommunications bill andmakes necessary corrections (including bill cancellation), if there is amistake in the bill.

1.1.3            In case if User claims (complaints) forquality of the telecommunications and after realization of measures, indicatedin para. 1.1. are not withdrawn, then Operator registers such claims inaccordance with the Operator’s internal regulations:

1.1.4            In connection to claims (complaints)accepted by the Operator according to para. 1.1.3., the Parties cooperateas follows:

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

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

### ·                  dateand Moscow time of connection;

### ·                  callednumber;

### ·                  durationof providing telecommunications,

### ·                  amountto be paid.

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

1.1.7            In case of confirmation validity of Userclaims (complaints), Rostelecom informs Operator about this within 5 workingdays from the moment of receiving inquiry. In such case Operator cancel thebill for telecommunications.

1.1.8            Operator re-calculates telecommunications,in case of confirming validity of User claims (complaints).
| **For Rostelecom:** |   |                                                                                                    | ** ** | **For Operator:** |   |                                                                                                    |
|---------------------|--------|---------------------------------------------------------------------------------------------------------|------------|-------------------|--------|---------------------------------------------------------------------------------------------------------|
| ** **          |   |                                                                                                    | ** ** | ** **        |   |                                                                                                    |
| ** **          |   |                                                                                                    | ** ** | ** **        |   |                                                                                                    |
| Seal here           |   |                                                                                                    |       | Seal here         |   |                                                                                                    |
|                |   | dated “   ”             2005 |       |              |   | dated “   ”             2005 |

 

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**Appendix No. 10**to Agreement No.                     dated                200   

**REGULATIONS**

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

**1**      Terms and Definitions

Receivables due from Users — receivables from legalentities and individuals related to payments for long-distance andinternational telecommunications rendered to the latter by Rostelecom.

Overdue Receivables — Receivables due from Users notsettled during the term specified in the agreement (invoice). The OverdueReceivables fall into Receivables Real for Collection, Bad Receivables.

Receivables Real for Collection — Overdue Receivablesin relation to which there exist grounds for considering it to be voluntarypaid within reasonable time, or enforced by action.

Bad Receivables — Overdue Receivables, collection ofwhich is impossible.

Qualified Bad Receivables — Overdue Receivablescollection of which is impossible due to the following reasons:

the limitation period for claims related to collectionof indebtedness in accordance with current law has elapsed;

liability to pay the indebtedness has been terminateddue to liquidation of a legal entity (article 419 CC RF) or death of anindividual (article 418 CC RF);

the debtor, if a legal entity, has been declaredbankrupt or bankruptcy proceedings in relation to them have been finished;

enforcement proceedings in relation to indebtedness isimpossible due to expiration of term for directing of a court order forexecution.

Payables due Users — indebtedness of Rostelecomtowards individuals in the amount of funds received on account of oncominglong-distance and international telecommunications. Payables due Users arereflected in the books of Rostelecom.

Uncalled Payables due Users — Payables due Users,reclamation of which is impossible by users due to the following reasons:

the limitation period in relation to indebtedness haselapsed;

the creditor has withdrawn due to liquidation (legalentity) or death (individual).

**2**      General

These Regulations determine procedure of handling bythe Operator of Receivables due from Users emerged in relation to rendering bythe latter of long-distance and international telecommunications.

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

**3**      Reconcilement ofIndebtedness

Reconcilement of Receivables due from Users andPayables due Users as per data of Rostelecom and the Operator is conducted onthe basis of Operator’s Report information (form 2 of Appendix 3 to theAgreement). Approval of Operator’s Report by Rostelecom simultaneously impliesapproval of the Operator’s data on amount of Receivables due from Users andPayables due Users.

----

 

**4**      Adjustment of Indebtedness

In case of errors that have caused misstatement ofamount of Receivables due from Users and Payables due Users are detected, theindebtedness can be adjusted in accordance with the procedure outlined in thepresent article.

In accordance with the present article, it is requiredto conduct adjustment of misstatements of Receivables due from Users andPayables due Users, which have emerged in the result of:

errors of the Operator during classification ofmonetary funds received from users;

errors during accrual of indebtedness for Rostelecomlong-distance and international telecommunications (excluding cases of illegaland unauthorized connection to the Operator’s communication network).

Adjustment of indebtedness is carried out on a monthlybasis.

For adjustment of indebtedness the Operator draws upand submits to Rostelecom the following documents:

List of adjustments of Receivables due from Users andPayables due Users as per Form 1 of the Regulations;

Copies of documents confirming necessity of adjustmentof Receivables due from Users and Payables due Users (acts of settlementsreconcilement, invoices, payment documents, claims, judicial decisions, etc.);

Register of documents confirming necessity ofadjustment of Receivables due from Users and Payables due Users as per Form 2of the present Regulations.

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

Rostelecom studies the documents submitted by theOperator and, provided comments are absent, approves them within 45 days fromthe date of submitting. The approval implies a respective endorsement on Listof adjustments of Receivables due from Users and Payables due Users.

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

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

On the basis of List of adjustments of Receivables duefrom Users and Payables due Users approved by Rostelecom, the Parties introduceadjustments into accounting records during the month in which Rostelecomapproved the List. During the same month adjustments of indebtedness areincluded into forms 2.1 and 2.2 of the Operator’s Report (Appendix No.3 to theAgreement).

Where debt corrections are connected with correctionsof Previous Revenues, the amount of these corrections is to be taken by theparties into account during the correction period.

**5**      Inventory of Indebtedness

Annually, as of December 1 of each year, theOperator carries out inventory of Receivables due from Users and Payables dueUsers. The inventory is taken in accordance with inventory normative documentsin force for the moment of its taking. For the moment of signing of theContract, Guidelines on inventory of property and financial liabilities,approved by Order of RF MF No.49 dated 13.06.1995, serve as such document.

As per results of inventory the Operator draws up:

Inventory Deed as per Form 3 of the Regulations;

Appendices to Inventory Deed as per Form 4 of theRegulations;

List of adjustments of Receivables due from Users andPayables due Users as per Form 1 of the Regulations;

copies of documents confirming necessity of adjustmentof Receivables due from Users and Payables due Users (acts of settlementsreconcilement, invoices, payment documents, claims);

Register of documents confirming necessity ofadjustment of Receivables due from Users and Payables due Users as per Form 2of the present Regulations.

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

----

 

Rostelecom examines the documents submitted by theOperator and, in case comments are absent, approves them within 45 days fromthe moment of their presentation.

Approval of the said documents by Rostelecom implies:

·                  approvalby Rostelecom of inventory results;

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

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

·                  notificationon approval of inventory results and adjustments of Receivables due from Usersand Payables due Users in an optional form. The said notification, among other things,must contain information on the period (month) during which adjustments aremade in the accounting records of Rostelecom and the Operator;

·                  approvedcopy of Inventory Deed;

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

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

5.1            Onthe basis of Inventory Deed and List of adjustments of Receivables due fromUsers and Payables due Users approved by Rostelecom, the Parties introduceadjustments into accounting records during the month indicated in Rostelecomnotification on approval of inventory results and adjustments of Receivablesdue from Users and Payables due Users. During the same month adjustments ofindebtedness are included into forms 2.1 and 2.2 of the Operator’s Report(Appendix No.3 to the Agreement).

If adjustments of indebtedness are related toadjustments of Received Profit for previous periods, the amount of theadjustments is considered in the course of settlement by the Parties during theperiod adjustments are introduced.

**6**      Order of Collection ofOverdue Receivables

In relation to Users with Overdue Receivables, alllegal measures are applied, aimed at collection of Receivables by the Operatorfrom Users (including: use of an automatic informator (telephone calls),suspension communication network access, restriction of access to certain typesof services rendered by Rostelecom, forwarding of warning letters (claims), bringingof suits in courts). During settlement of issues of principal debt amountrepayment it is allowed to draw up and signing with Users of schedules ofrepayment of indebtedness and penalty accrued in accordance with conditions ofthe agreement, on the basis of which the Users are rendered telecommunicationsby Rostelecom and/or in accordance with current law.

In case of overdue fulfillment by the User of theirliabilities to pay for telecommunications rendered by Rostelecom, accrual ofpenalty is carried out in accordance with conditions of the agreement, on thebasis of which the Users are rendered telecommunications by Rostelecom and/orin accordance with current law. Nevertheless, in any case, the Operator mustnot collect penalty in a judicial procedure in part exceeding 100% of theprincipal debt amount of a corresponding User for telecommunications renderedby Rostelecom.

In case of emergence of Overdue Receivables theOperator must take the following measures aimed at collecting of OverdueReceivables by the Operator from Users before taking it to court:

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

Not later than 20 days after measures indicated inpara. 6.3.1. have been taken, the Operator suspends access to Rostelecomservices and restricts access to certain types of services rendered byRostelecom in accordance with Public Offer (Appendix No.1).

Not later than 20 days after the measures indicated inpara. 6.3.2  have been taken by theOperator, the Operator forwards to users with Overdue Receivables warningletters (claim) regarding presence and amount of Overdue Receivables indicatingterm during which such Overdue Receivables should be settled.

In case after the measures indicated inpara. 6.3. have been taken the Overdue receivables have not been settled,the Operator, not later than 40 days after forwarding of a warning letterindicated in para. 6.3.3 of the present Regulations to the User withOutstanding Receivables, files a suit to regular court (for a User being anindividual) or to arbitration court (for a User being a legal entity or anindividual entrepreneur) regarding collection of Overdue Receivables from

----

 

such User, provided the amount of such indebtedness ofa User being a legal entity constitutes not less than 1000 rubles, of a Userbeing an individual — not less than 200 rubles, and the overdue period makes up3 months.

In case the overdue amountof a User being a legal entity constitutes less than 1000 rubles, and of a Userbeing an individual — less than 200 rubles, and the overdue period makes up 3months, the Operator, with simultaneous forwarding to Rostelecom of Referenceto Deed of Inventory of Settlements with Users for Rostelecom long-distance andinternational services, forwards to Rostelecom calculation of assumed expensesrelated to collection of such indebtedness. During 10 days upon receipt of thesaid information Rostelecom is obliged to forward to the Operator notificationstating necessity to initiate collection of indebtedness from such user byjudicial means, or absence of such necessity. The Parties have agreed that incase of non-receipt of the said notification from Rostelecom within 30 daysfrom the moment of forwarding of corresponding message to Rostelecom, theOperator initiates collection of such indebtedness.

Not less than 14 calendar days prior to filing a suitspecified in para. 6.4. of the present Regulations, the Operator mustforward to Rostelecom information on (1) presence of Overdue Receivablesin relation to corresponding Users with on line of pre-trial measures taken bythe Operator aimed at collection of Outstanding Receivables by the Operatorfrom Users, (2) amount of state duty due for payment in relation tocorresponding claims with indication of payment details and purpose.

During 5 working days from the moment of receipt fromthe Operator of information indicated in para. 6.5., Rostelecomindependently effects payment of the state duty.

Introduction of restrictions on access toTelecommunications is applied to all telephone exchanges.

Termination of suspension of access of the User totelecommunications is done after complete repayment of the emerged indebtednessby the User.

In separate cases upon written instructions ofRostelecom the Operator has right to restore access of the Debtor toTelecommunications. In this case the Operator is not liable for compliance withterms indicated in para. 6.3  of thepresent Regulations.

**7**      Writing-off of Receivablesdue from Users and Payables due Users

Only Qualified Bad Receivables and Uncalled Payablesdue Users are subject to writing-off.

Writing-off of indebtedness is carried out on the basisof inventory of Receivables due from Users and Payables due Users conducted onthe basis of Article 5 of the present Appendix. The amount of QualifiedBad Receivables and Uncalled Payables due Users subject to writing-off isdetermined on the basis of Inventory Deed drawn up by the Operator duringinventory.

During 45 days from the receipt of notification onapproval of inventory results and adjustments of Receivables due from Users andPayables due Users from Rostelecom, the Operator is obliged to forward toRostelecom the following documents related to Qualified Bad Receivables andUncalled Payables due Users, indicated in the Deed of Inventory:

written grounding for writing-off of indebtedness asper Form 5;

copies of documents pursuant to written grounding forwriting-off of indebtedness;

Register of written grounding for writing-off ofindebtedness as per Form 6;

List of indebtedness being written-off as per form 7.

The Operator submits the said documents on paper,Register of written grounding for writing-off of indebtedness is also submittedelectronically (Excel format).

Rostelecom examines the documents submitted by theOperator and, provided comments are absent, approves written grounding forwriting-off of indebtedness drawn up by the Operator within 45 days from thedate of their presentation.

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

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

----

 

On the basis of Statement of Rostlecom Board Decisionon writing-off of Receivables due from Users and Payables due Users, Registerof written grounding for writing-off of indebtedness and List of indebtednessbeing written-off drawn up on the basis of the said groundings approved byRostelecom the Parties write-off the indebtedness in the accounting records. Duringthe same month the written-off indebtedness is included into forms 2.1 and 2.2of the Operator’s Report (Appendix No.3 to the Agreement).

The written-off Receivables due from Users arereflected off-balance during five years from the moment of writing-off. In casemoney are received in return of such indebtedness the Operator submits toRostelecom a Report on monetary funds received in return of written-offReceivables as per Form 8. The Report is submitted along with Operator’sReport for the period during which the monetary funds are received.

The cost of Operator’s services related to handling ofReceivables for the period during which the monetary funds are received isincreased for the amount of received monetary funds.
| **For Rostelecom:** |   |                                                                                                                                                                      | ** ** | **For Operator:** |   |                                                                                                                                                                      |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          |   |                                                                                                                                                                      | ** ** | ** **        |   |                                                                                                                                                                      |
| ** **          |   |                                                                                                                                                                      | ** ** | ** **        |   |                                                                                                                                                                      |
| Seal here           |   |                                                                                                                                                                      |       | Seal here         |   |                                                                                                                                                                      |
|                |   | dated “   ”                        2005 |       |              |   | dated “   ”                        2005 |

 

----

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

** **

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

1. On accounts receivable

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

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

 

----

 

Debts for the services to which 0% VAT isapplied
|                   | ** ** | ** **                                 | ** ** | **Total sum of adjustment for the period** | ** ** | **Including the total of adjusted pay  for telecommunications associated with  the Adjusted debts** | ** ** | **Including the total of adjusted accruals  for telecommunications associated with  the Adjusted debts** | ** ** | **Including the aggregate telecommunication  services payment amount adjustments  connected with debt adjustments** | ** ** |
|-------------------|------------|--------------------------------------------|------------|--------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Ref. No.** | ** ** | **Period of  indebtedness  creation** | ** ** | **towards  growth of  indebtedness**                                | ** ** | **towards  reduction of  indebtedness**                                                                                                          | ** ** | **adjusted  balance**                                                                                                                                      | ** ** | **towards  pay increase**                                                                                                                                   | ** ** | **towards pay  reduction** | ** ** | **adjusted  balance** | ** ** | **towards  growth of  accruals** | ** ** | **towards  reduction of  accruals** | ** ** | **adjusted  balance** | ** ** | **towards  growth  of accruals** | ** ** | **towards  reduction of  accruals** | ** ** | **adjusted  balance** | ** ** |
| **1**             | ** ** | **2**                                      | ** ** | **3**                                                                    | ** ** | **4**                                                                                                                                                 | ** ** | **5**                                                                                                                                                      | ** ** | **6**                                                                                                                                                            | ** ** | **7** | ** ** | **8** | ** ** | **9** | ** ** | **10** | ** ** | **11** | ** ** | **12** | ** ** | **13** | ** ** | **14** | ** ** |
|                   |       |                                       |       |                                                                     |       |                                                                                                                                                  |       |                                                                                                                                                       |       |                                                                                                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|              |       |                                       |       |                                                                     |       |                                                                                                                                                  |       |                                                                                                                                                       |       |                                                                                                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total             |       |                                       |       |                                                                     |       |                                                                                                                                                  |       |                                                                                                                                                       |       |                                                                                                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

2. On accounts payable

Debts for the services to which 18% VAT isapplied

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

 

----

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

 

Debts for the services to which 0% VAT isapplied

----

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

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

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

 

----

 

**Form 2**

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

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

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

 

----

 

#### **Form 3**

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

 

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

#### ** **

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

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

During theinventory-taking the committee discovered the following:

----

 

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

 

2. On accounts payable

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

 

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

 

----

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

 

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

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

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

 

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

Notes:

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

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

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

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

----

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

----

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

 

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

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

* *

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

 

----

 
| Number and date of the  executive document:                                         |   |   |   |
|-------------------------------------------------------------------------------------|--------|--------|--------|
| Number and date of court  ushers service act on the impossibility of debt recovery: |   |   |   |
| Other enclosed documents (titles and details):                                      |   |   |   |

* *

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

 

----

**Form 6**

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

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

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

** **

----

**Form 7**

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

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

* *

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

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

 

----

**Form 8**

***Record of money funds received on account ofwritten-off debtor indebtedness***

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

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

* *

 

----

 

**Form 9**

***Record of status of the indebtedness for servicessupplied by Rostelecom as of               ***

 

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

 

----

 

**Appendix No. 11**

to Agreement No.                             

dated                     200    

**Form 1.Agreement on long-distance and international telecommunications.**

**A G R E E M E N T**

on long-distance andinternational telecommunications

Date:                                                                                                                                                                                                                                                                                                                                                                    Rostelecom,Open Joint-Stock Company for Long-Distance and International Telecommunications(License for provision of long-distance and international telecommunications No. 29777dated 11.12.2003

              ), represented by                                                     “                                                    ”,acting on behalf of and commissioned by OAO Rostelecom on the grounds of theagreement concluded between                                   ,and OAO Rostelecom, No.               dated               hereinafter referred to as “Rostelecom”, represented by                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   ,authorized to act by Power of Attorney dated                             No.                                 ,on the one part, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         ,hereinafter referred to as the “**User**”,represented by                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 , authorized to act by                                                                               ,on the other part, as follows:

# **1****                         DEFINITIONS:**

# 1.1                 “Agreement” shall mean this Agreement forlong-distance and international telecommunications, with all Appendices andAdditional Agreements hereto.

# 1.2                 “Billing period” means the calendar monthstarting immediately after the month when Telecommunication Services wererendered to Users.

# 1.3                 “Parties” shall mean Rostelecom and the User.Rostelecom and the User can be separately referred to as “Party”

# 1.4                  “Tariff” means the cost of Services renderedwhich is used for settlement between the parties.

# 1.5                 “Telecommunications” means long-distance andinternational Telecommunication Services rendered by Rostelecom to the Userunder the Contract using automatic service system or with the help of atelephonist.

# 1.6                  “User Equipment” shall mean user (terminal)equipment installed at:                                                                                                                     .

Typeof User Equipment: telephone set, fax machine, data set (*underscorewhatever applicable*).

UserEquipment used individually or collectively (*underscorewhatever applicable*).

Subscribernumber (additional subscriber number):                                                                .

# 1.7                 “Agent” shall mean                                                                               .

# 1.8                 “Regulations” shall mean Local, Intrazonal,Long-Distance and International Telecommunication Services renderingRegulations, approved by Resolution of the Russian Government No. 310 dt.

1

----

#  

# **2****                         SUBJECTMATTER OF THE AGREEMENT**

Rostelecom herewith undertakes to renderTelecommunications to the User, whereas the User undertakes to effect paymentsfor such Telecommunications on the terms and conditions and in the mannerherein stated.

# **3****                         TELECOMMUNICATIONSRENDERING TERMS AND CONDITIONS**

# 3.1                 On entering into this Agreement, the Usershall be entitled to receive Telecommunication Services, whereas Rostelecomshall render such services to the User, provided this is technicallypracticable, and provided the User has access to long-distance andinternational telephone communication networks.

# 3.2                 To receive the Telecommunications via theautomated service system, the User shall perform the following course ofaction: dial “8” from the User Equipment; dial Rostelecom’s telephone networkselection code “55” in case of long-distance telephone call and “10” in case ofinternational telephone call; dial called party’s numbering area code; dialcalled party’s subscriber number.

# 3.3                 To receive the Telecommunications via theoperator, the User shall perform the following course of action: dial numberwhereby access is obtained to long-distance and internationaltelecommunications provided by OAO Rostelecom via operator, i.e. “07” and/oranother access number which the User can obtain via “09” inquiry service; orderlong-distance or international telephone call via the operator using instant ordelayed ordering system, in accordance with the Regulations.

# 3.4                 The Telecommunications shall be deemedprovided as from the moment when the telephone connection is established as theresult of the course of action described under Paragraph 3.2. or Paragraph 3.3.above.

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

# 3.6                 Where technical possibility for the renderingof the Telecommunication Services to the User is partially unavailable,Rostelecom may limit number of call orders and call duration or, where suchtechnical possibility for the rendering of the Telecommunication Services isnot available altogether, may deny rendering of the Telecommunication Services.

The User must be notifiedabout the introduction of limitations at the moment of order taking or in the momentof  rendering of telecommunications byorder service system.

In case of occurrence oflong-term limitations of using telecommunications, Rostelecom must undertakemeasures in order to inform the User about it using mass media, inquiryservices, placing notices in places of collective use of telecommunicationsetc.

# 3.7                 3.7. Given technical possibility and oncondition that access to Telecommunications is available from User equipment,Rostelecom renders to the User a possibility to use Telecommunications 24 hoursa day, if other is not indicated in Russian Federation law.

# 3.8                 The User which is an individual herewithagrees that effective from the moment of his/her entering into this Agreement,his/her personal details may be included in inquiry service databases and maybe used for the provision of inquiry and other information services byRostelecom or third parties.

# **4****                         RESPONSIBILITIESOF THE PARTIES**

# 4.1                 Rostelecomundertakes to:

Render Telecommunication Services to the User inaccordance with the law of the Russian Federation, the Regulations, nationalstandards, technical regulations and standards, the license, and this Agreement(and in particular to rectify, within prescribed time periods, any failureswhich are attributable to Rostelecom and which obstruct enjoyment of theTelecommunications by the User).

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

4.1.2                        To fulfillother obligations of Rostelecom, covered by the law of Russian Federation andthe Agreement.

4.2                 The Userundertakes to:

2

----

 

4.2.1                        Pay forthe Telecommunication Services rendered to it within the time frames envisagedby, and subject to the terms and conditions of, this Agreement. (*For Users which are local government-funded organizations: “The Usershall only make use of the Telecommunications within the allocated governmentfunding limit”*).

4.2.2                        Performother User’s obligations as provided for in the current law of the RussianFederation and this Agreement.

# **5****                         RIGHTS OFTHE PARTIES**

# 5.1                  Rostelecom shall have the right to:

# 5.1.1                        Change, on a unilateral basis, the Tariffs,payment terms and conditions and time frames pursuant to Paragraph 4.1.2 above.

# 5.1.2                        Initiate temporary suspension of User’saccess to the long-distance and international telecommunications incircumstances referred to in Paragraph 7.2. of this Contract

# 5.2                 The User shall have the right to:

# 5.2.1                        Raise objections against bills issued to it,in the manner described in Article 8 below.

# 5.2.2                        To refuse to pay for Telecommunications, thatwas rendered to the User without their concert. Telecommunications shall bedeemed provided with User’s consent if the call is made from the User Equipmentby means of the course of action referred to in Paragraphs 3.2. and 3.3. ofthis Agreement.

# **6****                         PAYMENTPROCEDURE**

# 6.1                 The User shall effect payments for theTelecommunications provided to it by Rostelecom hereunder exclusively to thebank account whereof details are stated in the Telecommunications bill. TheUser’s monetary obligations with respect to the Telecommunication Servicesprovided to it shall terminate as from the moment when the funds are creditedon the bank account specified in the bill issued to the User or else when cashis received at the Agent’s cash desk.

# 6.2                 The Telecommunications bills shall be issuedby the Agent on behalf of Rostelecom. Each Telecommunications bill shallidentify the amount stated therein as payment for the TelecommunicationServices rendered by Rostelecom.

# 6.3                 Tariffs for international telecommunicationsare established and changed in accordance with the current law of Russian Federation. The User shall benotified of any such Tariffs  beingintroduced, in the manner described in Paragraph 4.1.2. above.

# 6.4                 Tariffs for international telecommunicationsare established by Rostelecom and changes can be introduced to them at anytime. The User shall be notified of any such Tariffs  being introduced, in the manner described inParagraph 4.1.2. above.

# 6.5                 The long-distance or international calltariff unit shall be established by Rostelecom and shall be one minute. Therecords of duration of long-distance and international telecommunications arecarried out in accordance with the tarification unit established by Rostelecom.The tarification unit can be changed by Rostelecom unilaterally at any time.

# 6.6                 The payment bill for TelecommunicationServices in the month previous to the Billing period is made out to the Userbefore the 12-th day of the Billing period and indicates the total amountfor each type of Services, there amount and cost. The grounds for making outthe bill to the User are the data, obtained with the help of the equipment, usedfor recording the amount of Telecommunications. Payments for theTelecommunications shall be effected on a monthly basis, within 15 days afterthe date of the bill for the Telecommunications provided in the monthimmediately preceding the Billing Period.

# 6.7                 The delivery of the bill for thetelecommunications to the Users is performed by mail or courier at the optionof Rostelecom.

# 6.8                 The User shall pay for the Telecommunicationsby a transfer of funds to the account specified in the Telecommunications bill,or in cash at any of the Agent’s payment collection offices. By the payment forthe Services in cash, the monetary obligations of the User for the Servicesrendered are discharged from the moment of payment at the Agent’s collectionoffice. Any cash payments may only be accepted from the User within limitsestablished by the law for legal entities.

# 6.9                 The Agent shall inform the Users of itspayment collection offices via mass media.

3

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# **7****                         RESPONSIBILITIESOF THE PARTIES**

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

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

# 7.3                 In case of a failure to pay, or incomplete orlate payment for the Telecommunication Services, Rostelecom may enforce penaltyagainst the User at 1% of the value of Telecommunication Services rendered inthe month immediately preceding the Billing Period and which remain unpaid, orpartially unpaid, or which were paid in an untimely manner, for each day of thedelay until the date on which the outstanding debt is finally settled, but notmore that the amount outstanding. The User shall pay such penalty to Rostelecomwithin 5 days after the claim for such penalty is made by Rostelecom.

# **8****                         DISPUTESETTLEMENT**

# 8.1                 If any disputes and disagreements arisehereunder, they shall be settled in the manner described in this Section

# 8.2                 In case of non-fulfillment or improperfulfillment of obligations to render Telecommunication Services by Rostelecomthe User before applying to court makes claims to Rostelecom. The claims of theUser are made and looked into on conditions and in terms covered by the currentlaw of Russian Federation. If a complaint lodged by the User is rejected infull or in part, or if no response is given to such a complaint within the timeframes prescribed by the Russian law for the review of such a complaint, theUser may initiate a court action at the Agent’s location.

# 8.3                 If the User is in full or partial default onits obligation to pay for the Telecommunication Services, the Agent may, onbehalf of Rostelecom, initiate a court action against the User, selecting, atits sole discretion, either the User’s location or the location of Rostelecom(or of Rostelecom branch serving the zone where the User is resident(domiciled)), or the location of the Agent (or of Agent’s branch serving thezone where the User is resident (domiciled)), as the venue of such action.

# **9****                         FORCEMAJEURE**

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

# 9.2                  If the non-fulfillment of terms of service rendering  was caused by circumstances of force majeure,the Parties must coordinate  a new termof Telecommunications rendering fulfillment.

# **10****                  AMENDMENT ANDTERMINATION PROVISIONS**

# 10.1           This Agreement may be terminated prior to itsstated expiration date in circumstances and in the manner provided for by thelaw of the Russian Federation.

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

# 10.3           Any amendments to this Agreement shall beexecuted as supplementary agreements hereto which shall be prepared in twocounterparts and shall be signed by the User (or its authorized representative)and Rostelecom (via its authorized representative).

# **11****                  PERIOD OFVALIDITY  OF THE AGREEMENT**

# 11.1            This Agreement shall take effect as from thedate it is signed by Rostelecom and the User and shall be deemed effective foran unlimited period of time.

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# **12****                  MISCELLANEOUS**

# 12.1           Rostelecom and the User admit that thepresent agreement is obligatory for fulfillment for both Parties consideringall conditions.

# 12.2           All legal relations of the Parties, arisingin connection with rendering Telecommunication Services to the User byRostelecom, which are not covered directly by the Agreement, are regulated bythe Regulations and regulatory documents of RF

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

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

# 12.5           This Agreement is prepared in twocounterparts of equal legal effect, one counterpart for each Party.

# 12.6           As there exists an agreement betweenRostelecom and the Agent whereby the Agent is authorized to bill the User forthe Telecommunication Services provided, collect payments from the Users forthe Telecommunication Services provided, and to handle any complaints and court actions lodged by or against theUser, the User herewith agrees, respectively, to accept TelecommunicationServices bills issued by the Agent, effect payments for TelecommunicationServices to the Agent, reconcile mutual accounts with the Agent and submit tothe Agent, in the manner prescribed herein, any complaints lodged againstRostelecom in connection with Rostelecom’s failure to perform, or improperperformance of, this Agreement.

# **13****                  Agent’s addressand banking details:**

# **14****                  Addresses andbanking details of Parties**

| **User:***(as a minimum, specify  the following: subscriber*                                                                                                                  |   | **Rostelecom:**                                                                                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *information  (full name, date and place of birth, details of*                                                                                                                |   |                                                                                                                                                                          |
| *identifying  document, - for individuals; official (trade) name — for legal entities);*                                                                                 |   |                                                                                                                                                                          |
| * *                                                                                                                                                                      |   |                                                                                                                                                                          |
|                                                                                                                                                                          |   | Dated                           200    |
|                                                                                                                                                                          |   | Seal here                                                                                                                                                                     |
|                                                                                                                                                                          |   |                                                                                                                                                                          |
| Dated                           200    |   |                                                                                                                                                                          |
| Seal here                                                                                                                                                                     |   |                                                                                                                                                                          |

** **

### **15.Signatures of Parties**

| **For the User:**                                                                                                                                                             |   | **For Rostelecom :**                                                                                                                                                          |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                          | name   |                                                                                                                                                                          |   | name |
|                                                                                                                                                                          |   |                                                                                                                                                                          |   |
| Dated                           200    |   | Dated                           200    |
| Seal here                                                                                                                                                                     |   | Seal here                                                                                                                                                                     |
|                                                                                                                                                                               |        |                                                                                                                                                                               |  |  |

 

“

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**2. Form ofPublic Offer**

**PUBLIC OFFER**

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

Rostelecom, OpenJoint Stock Company for Long-Distance and International Telecommunication  (further — **Rostelecom**)acting on the grounds of long-distance and international telecommunicationslicense No. 29777, issued on 11.12.2003, represented by the chiefexecutive officer Yerokhin Dmitry Yevgenievich, acting on the grounds ofArticles of incorporation will conclude the agreement about long-distance andinternational telecommunications on the below mentioned conditions with anyperson meeting the criterion embodied in para. 1.2 below.

**1****                      DEFINITIONS:**

1.1                       “Agreement” means the agreement about long-distanceand international telecommunications, concluded by Rostelecom and the User bymeans of acceptance of the present public offer, conducted by the User inaccordance with Article 3 below, together with all the Appendices, Changes,Addenda and Additional agreements. Any reference in the offer to the Agreement(Article of the Agreement) and/or its conditions means a correspondingreference to the present public order (its Article) and/or its conditions.

1.2                       “User” means an individual or a legal entity that isa subscriber of the Local operator, who have affected acceptance in the ordercovered by Article 3, as a result of which the present Agreement isconsidered concluded by the give person and Rostelecom.

1.3                       “Billing period” means the calendar month startingimmediately after the month when Telecommunication Services were rendered toUsers.

1.4                       “Parties” means Rostelecom and the User. Rostelecomand the User can be separately referred to as “Party”

1.5                       “Tariff” is the Service unit cost used forsettlement between parties hereto for Services.

1.6                       “Telecommunications” means long-distance andinternational Telecommunication Services rendered by Rostelecom to the Userusing automatic service system or with the help of a telephonist.

1.7                       “User equipment” means user (terminal) equipment,installed at the Users permanent place of residence (for individuals) or at thelocation of legal entity. The location of legal entity for the purposes of thepresent agreement means the legal address of the User and (or) other address atwhich the User effects their activity.

1.8                       “Agent” means a legal entity, which has a right toperform actions, connected with carrying out accounting with the User forTelecommunication Services rendered by Rostelecom, with handling of Users’claims and actions on the grounds of the agreement, concluded with Rostelecom.The register of Agents, indicating the territories of their operation, and/orgroups of Users served by the Agent is brought to the Users by Rostelecom throughmass media and can be changed from time to time.

1.9                       “Localoperator” means a legal entity, which has a license to render localtelecommunications on the territory of Russian Federation or its part, whichrenders to the User access to Telecommunications, and whose telecommunicationnetworks have an access to common use telecommunication networks.

1.10                 “Regulations”means the Regulations of rendering local, intrazonal, long-distance andinternational telecommunications, acting at the moment of effecting acceptanceof the present public offer by the User.

**2****                      SUBJECTMATTER OF THE AGREEMENT**

2.1                       Rostelecomundertakes to render telecommunications to the User, and the User - to pay fortelecommunications in accordance with the terms worded in the present Agreement.

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**3****                      CONCLUDINGTHE AGREEMENT AND TERMS OF TELECOMMUNICATION SERVICES RENDERING**

3.1                       Anindividual or a legal entity that is a User of the Local operator is consideredto have concluded the Agreement with Rostelecom and to have agreed to all theconditions of the public offer (to have accepted it) in the following case:

3.1.1                        а)An individual or a legal entity Users of the Local operator performing thefollowing factual successive actions: dialing “8” on the User equipment,dialing OAO Rostelecom (“55” in case of long-distance telephone call and “10” ncase of international telephone call) telephone network choice code; dialingthe code of the numbering area of the called party; dialing the called partynumber; or

b) An individual or a legal entityUsers of the Local operator performing the following factual successiveactions: dialing the  long-distance andinternational telecommunications access number, rendered by OAO Rostelecom withthe help of a telephonist - “07” and/or other access number, the informationabout which can be obtained by the User through directory inquiry service “09”;ordering a long-distance or international telecommunications with the help of atelephonist through immediate or order service system, in accordance with theRegulations.

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

3.2                       Anindividual or a legal entity, that are users of the Local operator, becomeUsers from the moment when telecommunications indicated in para. 3.1.2  is set, acquiring all the rights andobligations of a User, which are covered by the Agreement.

3.3                       Forobtaining Telecommunications through automatic service system, the User mustperform the following actions, indicated in subparagraph a) para. 3.1.1 of theagreement. For obtaining Telecommunications with the help of a telephonist, theUser must perform the following actions, indicated subparagraph b) para. 3.1.1.of the Agreement.

3.4                       Telecommunicationsis considered rendered from the moment when telecommunication is set as aresult of performing actions by the User, indicated in para. a) or b) 3.1.1. ofthe present Agreement

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

3.6                       Whenrendering Telecommunication Services to the user Rostelecom has a right tointroduce limitations to the amount of conversation orders and the duration ofconversations.

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

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

3.7                       Giventechnical possibility and on condition that access to Telecommunications isavailable from User equipment, Rostelecom renders to the User a possibility touse Telecommunications 24 hours a day, if other is not indicated in RussianFederation law.

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

4.1                       Rostelecom undertakes the responsibility:

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

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

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

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4.2                       The User undertakes the responsibility:

4.2.1                        To carryout the payment for rendered services on the conditions and by the deadlinescovered by the Agreement. Users which are organizations financed from budget ofcorresponding level must use Telecommunications strictly within the establishedlimit of budget financing of this User.

4.2.2                        Tofulfill other obligations covered by the current law of Russian Federation andthe Agreement.

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

5.1                       Rostelecom has a right:

5.1.1                        Tounilaterally introduce changes to Tariffs, conditions and terms of paymentaccording to para. 4.1.2 of the Agreement.

5.1.2                        Toinitiate a temporary stoppage of access to long-distance and internationaltelecommunications to the User in cases covered by para. of this Contract

5.2                       The User has a right:

5.2.1                        To makeclaims about the received bill in the order, covered by Article 8 of theAgreement.

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

**6****                      PAYMENTPROCEDURE**

6.1                       Exceptfor the cases of payment for Telecommunications at payment offices of the Agentor Rostelecom in the order covered by para. of the agreement, the User must payfor Telecommunication Services to them by Rostelecom strictly in accordancewith banking details indicated in the payment bill. The Users money liabilityceases at the moment of money passing to the bank account, indicated in thebill made out to the User.

6.2                       Paymentbill is made out by Rostelecom or by the Agent, on behalf of Rostelecom. InTelecommunications payment bill made out by the Agent it must be indicated thatthe bill was made out for payment of Telecommunication Services, rendered byOAO Rostelecom.

6.3                       Tariffsfor international telecommunications are established and changed in  accordance with the current law of Russian Federation.

6.4                       Tariffsfor international telecommunications are established by Rostelecom and changescan be introduced to them at any time.

6.5                       Thelong-distance and international telecommunications tarification unit isestablished by Rostelecom and comprises one minute. The records of duration oflong-distance and international telecommunications are carried out inaccordance with the tarification unit established by Rostelecom. Thetarification unit can be changed by Rostelecom unilaterally at any time.

6.6                       Thepayment bill for Telecommunication Services in the month previous to theBilling period is made out to the User before the 12-th day of theBilling period and indicates the total amount for each type of Services, thereamount and cost. The grounds for making out the bill to the User are the data,obtained with the help of the equipment, used for recording the amount ofTelecommunications. Telecommunications payment is conducted monthly, within 15days from the moment of making out the payment bill for TelecommunicationServices, rendered in the month previous to the Billing period.

6.7                       IfTelecommunications payment bill is made out to the User by Rostelecom, thepayment must be effected by the User to Rostelecom by cash available at itspayment offices, or by means of transfer of money funds to the account,indicated in such Telecommunications payment bill. If Telecommunicationspayment bill is made out to the User by the Agent on behalf of Rostelecom, thepayment must be effected by the User to the Agent by cash at its paymentoffices, or by means of transfer of money funds to the account, indicated insuch Telecommunications payment bill. In cases of cash payment forTelecommunications the money liability of the User for TelecommunicationServices rendered to them ceases at the moment of transferring monies to Agent’spayment offices, or Rostelecom payment offices, depending on which of them hasmade out the bill. Accounts with a legal entity User can made by cash strictlyin the limits established by the law for legal entities to Rostelecom or Agentpayment offices.

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6.8                       Informationabout the Rostelecom’s and Agent’s payment offices is brought to the Users bythe Agent and/or Rostelecom via mass media.

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

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

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

7.3                       In caseof failure to pay, incomplete or late payment for Telecommunications Rostelecomhas a right to claim a penalty in the form of penalty of 1% of the cost ofrendered in the month previous to the Billing period, but unpaid, incompletelypaid or late paid Telecommunications for every day of payment delay up to themoment of indebtedness write-off, but not exceeding the sum, subject topayment. The user must pay such a penalty to Rostelecom within five (5) calendardays from the moment when the demand for payment is served on the User byRostelecom.

**8****                      DISPUTESETTLEMENT**

8.1                       In caseof appearance of disputes and disagreements on the Agreement, they are subjectto regulation in the order covered by the present Article 8.

8.2                       In caseof non-fulfillment or improper fulfillment of obligations to renderTelecommunication Services by Rostelecom the User before applying to court makesclaims to Rostelecom. The claims of the User are made and looked into onconditions and in terms covered by the current law of Russian Federation. Ifthe User claim is completely or partially denied or if the answer to the claimmade by the User is not received in terms estimated by the law of RF for itsconsideration, the individual User has a right to apply to court in accordancewith the jurisdiction rules as established by the RF Law “On theProtection of Consumers’ Rights” dated 07.02.92 (No. 2300-1),whereas any corporate User has the right to taking a local legal action againstthe Agent, if the User pays for the Telecommunication Services with the aid ofthe Agent, which legal action may also be taken at the locality of Rostelecom(or an affiliate thereof covering the place residence/location of the User), ifthe User pays for the Telecommunication Services with the aid of Rostelecom.

8.3                       In caseof non-fulfillment of service  paymentobligations by the User, complete or partial, the Rostelecom, has a right tobring a suit against the User on its choice or at the location of the User, or at the location of  Rostelecom (or  Rostelecom branch office, in operation zoneof which  the  User place of residence (place ofregistration) is located), or at the location of the Agent (or Agentbranch  office, in operation zone ofwhich the User place of  residence (placeof registration) is located).

**9****                      FORCEMAJEURE**

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

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

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**10****               ERMINATIONOF THE AGREEMENT**

10.1                 TheAgreement may be terminated in cases and according to the procedure covered bythe law of Russian Federation.

10.2                 In caseof termination of the Agreement the Parties must conduct mutual exchanges onall obligations.

**11****               PERIODOF VALIDITY  OF THE AGREEMENT**

11.1                 Thepresent Agreement comes into force  onthe day when an individual or a legal entity, that is a user of  the Local operator has effected theacceptance of the present public offer, in the order, covered by Article 3,and is considered concluded for an indefinite period of time.

**12****               MISCELLANEOUS**

12.1                 Rostelecomand the User admit that the present agreement is obligatory for fulfillment forboth Parties considering all conditions.

12.2                 Alllegal relations of the Parties, arising in connection with renderingTelecommunication Services to the User by Rostelecom, which are not covereddirectly by the Agreement, are regulated by the Regulations and regulatorydocuments of RF

12.3                 The Useris informed about and agrees to the characteristics of renderedTelecommunications, concerning their quality, safety and limitations

12.4                 The Useris familiarized with the Regulations and undertakes the obligation to observethem.

12.5                 As soonas Rostelecom and the agent have concluded the agreement an the grounds ofwhich the Agent has a right to perform actions of making out bills to the User,of receiving payment for rendered Telecommunications from the User, andhandling Users’ claims and actions, the User agrees correspondingly to receiveTelecommunications payment bills made out by the Agent, to conduct payments forTelecommunications to the Agent, to reconcile mutual settlements with theAgent, and, according to the procedure established by the Agreement, to addressclaims against Rostelecom to the Agent, caused by non-fulfillment or improperfulfillment of the Agreement by Rostelecom.

12.6                 In caseif the permanent place of residence of an individual User, or the locationof  a legal entity does not coincide withthe territory of operation of  the Agentand/or  the  User does not belong to the category ofusers, served by the Agent, provisions of the preset Agreement, concerning the Agent are not used on conditions offulfillment of the Agreement by the Parties.

**13****               ddress and bankingdetails of OAO Rostelecom**

**OAORostelecom**

Legal address: 127091,Moscow, Delegatskaya st. 5

Acc.:

Corr. acc.:30101810400000000609

BIC:                         049805609

TIN:                        7707049388

KPP:      143532001

OGRN:    1027700198767

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**14****               OAO RostelecomAuthorized Signatory**
| **For Rostelecom :**                                                                                                                                                                                           | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                                                                                                                           |       |
| D.Ye. Yerokhin                                                                                                                                                                                                 |       |
| *(full name)*                                                                                                                                                                                                  | * *   |
|                                                                                                                                                                                                           |       |
| * *                                                                                                                                                                                                       | * *   |
| *(signature)*                                                                                                                                                                                                  | * *   |
|                                                                                                                                                                                                           |       |
| Date:                              200    |       |
|                                                                                                                                                                                                           |       |
| Seal here                                                                                                                                                                                                      |       |

 

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