Approved
                                             by the General Shareholders Meeting
                                               of OJSC Rostelecom on 1 June 2002
                                               Minutes No. 1, dated 10 June 2002


















                                   REGULATIONS

                          on the Board of Directors of
                          the Open Joint-Stock Company
          Long-Distance and International Telecommunications Rostelecom

                            (restated version No. 2)















                                     Moscow
                                      2002

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                              1. General Provisions

1.1. These  Regulations on the Board of Directors  (hereinafter,  "Regulations")
     shall, in accordance with the Civil Code of the Russian Federation, the Law
     "On  Joint-Stock  Companies"  and the  Charter of the  Company,  govern the
     procedure  for  convocation  and  holding  of  meetings  of  the  Board  of
     Directors,  the amount  and  procedure  for  payment  of  remuneration  and
     compensation to members of the Board of Directors of the Company.

1.2. The Board of Directors is the collegial governing body of the Company which
     carries out general  management  activities except for the issues relegated
     by  federal  laws and the  Company's  Charter to the  General  Shareholders
     Meeting of the Company.



        2. Purposes and Principles of Operation of the Board of Directors

2.1. The purposes of the Board of Directors  activities shall be the procurement
     of maximum  profits and  increase of assets of the Company,  protection  of
     rights and  legitimate  interests  of the  shareholders  and  provision  of
     complete, accurate and objective public information about the Company.

2.2. In order to accomplish its purposes the Board of Directors  shall adhere to
     the following principles:

      -  make decisions on the basis of reliable information about the Company's
         activities;

      -  exclude  restrictions  on rights of the  shareholders to participate in
         the management of the Company's activities and to receive dividends and
         information on the Company;

      -  procure  the  balance   between   interests  of  different   groups  of
         shareholders  and make  decisions of Board of Directors in an objective
         manner for the benefit of all shareholders of the Company.

2.3. Any  irremovable  ambiguity of rules,  stipulated in legislative  and other
     acts shall be  interpreted by the Board of Directors in favor of rights and
     legitimate interests of the shareholders.



           3. Rights and Duties of a Member of the Board of Directors;
                         Proceedings for Their Execution

3.1. A member of the Board of Directors shall have the right:

      -  to request  from the  officers of the Company  any  information  on the
         Company's  activities and documents  specified in Article 89 of the Law
         "On Joint-Stock  Companies" in accordance with the procedure stipulated
         by these Regulations;

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      -  to  receive  remuneration  for  performance  of his or her  duties  and
         compensation  of expenses  related to the performance of functions of a
         member of the Company's  Board of Directors in the instances and in the
         amounts stipulated herein;

      -  to demand  his or her  dissenting  opinion  on issues on the agenda and
         approved  decisions to be recorded in the minutes of the meeting of the
         Board of Directors.

3.2. A member of the Board of Directors shall:

      -  be loyal to the Company,  i.e.,  refrain from using his or her position
         in the Company for the benefit of other persons;

      -  act within the scope of his or her  authorities in accordance  with the
         purposes and principles of operation of the Board of Directors;

      -  act reasonably and in good faith with respect to the Company's affairs;

      -  not disclose confidential  information on the activities of the Company
         known to him or her;

      -  initiate meetings or absentee voting by the Board of Directors in order
         to decide urgent matters;

      -  participate in the  decision-making of the Board of Directors by voting
         on issues on the agenda of meetings or by absentee voting;

      -  make reasonable  decisions  having  reviewed all necessary  information
         (materials);

      -  evaluate   risks   and   adverse   consequences   in  the   course   of
         decision-making;

      -  notify the Company in time that he or she is  affiliated  or that there
         are changes in the grounds for his or her affiliation;

      -  notify the Board of Directors of proposed  transactions in which he/she
         may be deemed interested; and

      -  not  establish  or  participate  in  organizations  competing  with the
         Company  except  where this has been  permitted  by a  majority  of the
         independent  directors of the Board of Directors or by the shareholders
         holding a majority of the ordinary shares in the Company.

3.3. The  activities  of a member of the Board of Directors  shall be continuous
     and shall not be limited to participation in  decision-making  of the Board
     of Directors.

3.4. The Company shall,  at the oral or written request of a member of the Board
     of  Directors,  provide  him or her  with  access  to the  information  and
     documents stipulated in Section 3.1 hereof.

     The requested  information  and documents  shall be provided to a member of
     the Board of  Directors  for review  within  five days from the moment when
     such request was made or within  another period agreed upon with the member
     of the Board of Directors who had made such request.

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     The Company  shall,  at the request of a member of the Board of  Directors,
     provide him or her with copies of the requested documents.



                      4. Chairman of the Board of Directors

4.1. The Chairman of the Board of  Directors  shall be elected by and from among
     the members of the Board of Directors by a majority of votes of the members
     of the Board of  Directors  participating  in the first  meeting  following
     their election by the General Shareholders Meeting of the Company.

4.2. The person performing the functions of the individual executive body of the
     Company may not at the same time be the Chairman of the Board of Directors.

4.3. The Board of Directors  may re-elect the Chairman of the Board of Directors
     at any time.

4.4. The  members  of the  Board of  Directors  shall  have the right to elect a
     Deputy  Chairman.  In the absence of the Chairman of the Board of Directors
     of the Company,  all of his or her functions  (including  the right to sign
     documents) shall be performed by the Deputy Chairman and, in the absence of
     the latter, by one of the members of the Board of Directors authorized by a
     decision of the Board of  Directors  of the Company made by the majority of
     votes of its members participating in the meeting.

4.5. The Chairman of the Board of Directors shall organize the work of the Board
     of Directors,  convene and chair its meetings, organize absentee voting and
     keeping of minutes at the meetings of the Board of Directors.

4.6. The  Chairman  of the  Board  of  Directors  may  not  delegate  his or her
     functions to another person.



                     5. Secretary of the Board of Directors

5.1. The Secretary of the Board of Directors shall be appointed by a majority of
     votes of the members of the Board of Directors  participating  in the first
     meeting following their election by the General Shareholders Meeting of the
     Company.

5.2. The Board of Directors  may at any time dismiss the  Secretary of the Board
     of Directors and appoint a new Secretary of the Board of Directors.

5.3. In the  absence  of the  Secretary  of the Board of  Directors,  his or her
     functions  shall be performed by another  person  authorized  by a decision
     made  by  the  majority  of  votes  of  the  Board  of  Directors   members
     participating at the meeting.

5.4. The Secretary of the Board of Directors shall have the right:

      -  to  request  from the  Company's  officers  information  and  documents
         required for the  preparation of materials  regarding the agenda issues
         of meetings of the Board of Directors;

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      -  to receive  remuneration  for the  performance of his or her duties and
         compensation  for expenses  related to the  performance of functions of
         the Secretary of the Board of Directors.

5.5. The Secretary of the Board of Directors shall:

      -  keep and draw up minutes of meetings and  absentee  voting of the Board
         of Directors;

      -  record  and  keep  incoming   documentation   and  copies  of  outgoing
         documentation of the Board of Directors;

      -  notify  members  of the Board of  Directors  about  meetings  (absentee
         voting)  of the Board of  Directors  in the  manner and within the time
         stipulated herein;

      -  send out the materials necessary for consideration of the agenda issues
         of meetings  (absentee voting) of the Board of Directors to the members
         of the Board of Directors in the manner and within the term  stipulated
         herein;

      -  make extracts from minutes of meetings and absentee voting of the Board
         of Directors; and

      -  perform other functions as provided herein.

5.6. The  Secretary  of the  Board of  Directors  shall be  remunerated  for the
     performance of his or her functions and compensated for expenses related to
     the performance of functions of the Secretary of the Board of Directors.

     The amount of remuneration and compensation payable to the Secretary of the
     Board of Directors, the procedure,  sources and order for their calculation
     and the payment  period shall be  determined  by a decision of the Board of
     Directors.



                      6. Meeting of the Board of Directors

6.1. A  decision  of the  Board of  Directors  may be taken in the form of joint
     presence or by absentee voting.

6.2. The  meetings  of the  Board  of  Directors  shall  be  held  regularly  in
     accordance  with the work schedule  approved by the meeting of the Board of
     Directors,  but not less than one time every three months.  If so required,
     the Board of Directors  shall consider  issues that are not included in the
     work schedule.

     Meeting of the Board of Directors to be held with respect to preparation to
     and holding of the annual General  Shareholders'  Meeting shall be held not
     later than one (1) month upon the  occurrence of the time for submission of
     annual accounting statements in order to consider draft annual reports, the
     annual  balance sheet  including  profit and loss statement of the Company,
     distribution  of its  profit  and loss  based on the  results of the fiscal
     year, and the report of the external auditor of the Company.

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6.3. A meeting  (absentee  voting) of the Board of  Directors  shall be convened
     (initiated)  by the  Chairman of the Board of  Directors  on his or her own
     initiative, at the request of a member of the Board of Directors, the Audit
     Committee,  the external auditor of the Company or the individual executive
     body or  collegial  management  body of the  Company or at the request of a
     shareholder  (shareholders)  holding  in  aggregate  not less  than two (2)
     percent of the Company's voting shares.

6.4. The request to convene a meeting of the Board of  Directors  shall  contain
     the following information:

      -  name of the person  initiating  the  meeting or the name of the body or
         the legal entity making the request;

      -  if  the  request  for  convocation  of  a  meeting  is  submitted  by a
         shareholder,  it shall include the number and category (type) of his or
         her shares;

      -  the form of decision-making (by joint presence or by absentee voting);

      -  the date of the meeting or, in the event of absentee voting,  the final
         date for collecting of written  opinions of the members of the Board of
         Directors on the agenda issues;

      -  agenda of the meeting (of absentee voting);

      -  list of  information  (materials) to be furnished to the members of the
         Board of Directors for the meeting;

      -  if the  proposals on behalf of a  shareholder  are signed by his or her
         authorized  representative,  the  proposal  of agenda  issues  shall be
         accompanied  by a  notarized  copy of the  power of  attorney  or other
         evidence of the powers of the representative  (minutes of election as a
         person  entitled to  represent a  shareholder  which is a legal  entity
         without a power of attorney).

          In  addition,  the  request  to  convene  a  meeting  of the  Board of
          Directors may contain the following information:

      -  time and venue of the meeting (in case of a meeting);

      -  draft resolutions on the agenda issues; and

      -  other  information  at the  discretion  of  the  party  initiating  the
         convening of the meeting.

6.5. The Chairman of the Board of Directors  may not refuse to convene a meeting
     (initiate absentee voting) except for the cases, where:

      -  the request to convene a meeting (absentee voting) does not comply with
         the Company's Charter or these Regulations;

      -  the  initiating  person has no right to request  the  convocation  of a
         meeting (absentee voting) of the Board of Directors.

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6.6. The Chairman of the Board of Directors  shall consider a submitted  request
     for the  convocation of a meeting  (initiation  of absentee  voting) of the
     Board of Directors and send to the initiating  person  notification  of the
     decision  not later than three (3) days from the date when the decision was
     made.

     In the event the Chairman of the Board of Directors  satisfies  the request
     for the  convocation  of a meeting  (absentee  voting) the  Chairman of the
     Board  of  Directors  shall  have  the  right  to  change  the  form of the
     decision-making  by the  Board of  Directors  and add to the  agenda of the
     meeting (absentee voting).

6.7. Meetings of the Board of Directors may not consider issues not specified in
     the  notification  of the  meeting of the Board of  Directors  unless it is
     decided unanimously by all of the members of the Board of Directors present
     at the meeting.

     Proposals of the Chairman of the Board of  Directors,  members of the Board
     of Directors,  the Audit Commission or the General Director on formation of
     the agenda of the meeting (absentee voting) of the Board of Directors shall
     be  delivered  to the  Secretary  of the Board of  Directors  not less than
     thirty (30) days prior to the date of its holding except as provided for in
     paragraphs two and three of Section 6.8 hereof.

6.8. Notification  of the  convocation  of the meeting of the Board of Directors
     executed  essentially  in the form of Annex 1 hereto  shall be delivered to
     each member of the Board of Directors together with the necessary materials
     not less than fourteen (14) days prior to the date of the meeting.

     If it is required to hold a meeting of the Board of  Directors on a tighter
     schedule in accordance with applicable legislation, the term for delivering
     the notification with necessary materials shall be reduced.

     Such term may also be reduced if it is required  to decide  urgently on any
     issues provided that none of the members of the Board of Directors objects.

     The first (organizational)  meeting of the Board of Directors shall be held
     without prior notification on the date of the General  Shareholders Meeting
     which has elected the Board of  Directors  (provided  that the  decision on
     election of the Board of  Directors  and the voting  results  thereon  were
     announced  at the  General  Shareholders  Meeting at which the voting  took
     place).

     If the  agenda  includes  an issue  related  to the  budget of the  Company
     (including  its  approval,  adjustment  and  results  of its  performance),
     notification  of the meeting of the Board of  Directors  together  with the
     necessary  materials shall be sent to the members of the Board of Directors
     not later than twenty (20) days prior to the date of the meeting (the final
     date for  collecting  of written  opinions  of the  members of the Board of
     Directors on agenda issues).

     Notification  of a  meeting  shall be sent to the  members  of the Board of
     Directors  in writing or in any other form  convenient  to them  (including
     mail,   telegraph,   teletype,   telephone,   e-mail  or  other   types  of
     communication).

     Notification of a meeting shall specify the address to which the members of
     the Board of Directors may send their written opinions.

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     Should it become  impossible or  predicament to hold a meeting of the Board
     of Directors  at the venue or time  notified to the members of the Board of
     Directors,  the  meeting  under the  planned  agenda may be held at another
     location or at another time.

     All the members of the Board of Directors shall be notified sufficiently in
     advance of a change of either  location or time of the meeting of the Board
     of Directors so the members of the Board of Directors are able to arrive to
     the meeting.  Notification  of such changes shall be sent to the members of
     the  Board  of  Directors  in  any  form   guaranteeing   receipt  of  such
     notification  by a  member  of  the  Board  of  Directors  at  his  or  her
     residential mailing address.

6.9. In the course of making  decisions by the Board of Directors the members of
     the Board of Directors  who are present at the meeting  shall express their
     opinion on the agenda issues by voting.

6.10.If a member of the Board of Directors cannot attend a meeting in person and
     if a  meeting  is held by  absentee  voting,  the  member  of the  Board of
     Directors  shall  express his or her opinion on the issues on the agenda in
     writing.

     If the written  opinion of a member of the Board of Directors  contains his
     or her vote on all or a number of issues on the agenda, it shall be counted
     in determining the quorum and the voting results.

     A written  opinion shall be submitted by a member of the Board of Directors
     prior to the meeting of the Board of  Directors  or, if the meeting is held
     in the form of absentee  voting,  by the final date for the  collection  of
     written opinions from members of the Board of Directors.

6.11.The Chairman  shall  announce the written  opinion of a member of the Board
     of Directors  who is absent from the meeting prior to the  commencement  of
     voting on an agenda issue with respect to which such opinion is submitted.

     In the event of absentee  voting the  Secretary  of the Board of  Directors
     shall,  on the basis of the written  opinions  received from the members of
     the Board of Directors in the form of signatures  affixed to questionnaires
     or other written evidence of expression of will of the members of the Board
     of Directors  (facsimile message,  telegram,  etc.), draw up the minutes of
     the absentee  voting  within three (3) business  days of the final date for
     collecting written opinions from the members of the Board of Directors.

     If the received  written opinion  contains a proposal of a draft resolution
     materially different from that proposed for voting initially, the Secretary
     of the Board of  Directors  shall,  prior to the drawing up of the minutes,
     bring such opinion to the  attention  of the other  members of the Board of
     Directors  and suggest that they express their opinion by voting in writing
     or in any other form  convenient  for them  (including  but not  limited to
     mail,   telegraph,   teletype,   telephone,   e-mail  or  other   means  of
     communication).

6.12.When the Board of  Directors  consider  the issues each member of the Board
     of Directors shall have one vote.

     A member of the Board of Directors may not delegate his or her voting right
     to another person, including another member of the Board of Directors.


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

6.13.The  Secretary  of the Board of  Directors  shall  keep the  minutes of the
     meetings of the Board of Directors.

     The minutes of a meeting  (absentee voting) of the Board of Directors shall
     be drawn up  within  three  (3)  business  days of the date of the  meeting
     (final day for the collecting of written  opinions in the event of absentee
     voting).

     The minutes of a meeting shall specify:

     -    venue,  date and time or, in the event of absentee  voting,  the place
          where the  minutes are drawn up and the final date for  collecting  of
          written opinions of the members of the Board of Directors;

     -    persons who were present at the meeting (in case of meeting);

     -    persons who have submitted written opinions on agenda issues;

     -    agenda of the meeting;

     -    issues put to a vote and the voting results thereof; and

     -    taken decisions.

     The minutes of a meeting of the Board of  Directors  shall be signed by the
     Chairman of the meeting and by the Secretary of the Board of Directors.

     In case of  absentee  voting,  the  minutes of the  meeting of the Board of
     Directors shall be signed by the Chairman of the Board of Directors and the
     Secretary of the Board of Directors.

     If the written opinions received from members of the Board of Directors are
     taken into account in determining the quorum and the voting  results,  such
     written opinions shall be attached to the minutes.

6.14.The Company shall keep the minutes of meetings of the Board of Directors at
     the location of its  executive  body in  accordance  with the procedure and
     during  the  periods  determined  by the  federal  executive  body  for the
     securities market. If such period is not determined, the Company shall keep
     the minutes of the meetings of the Board of Directors permanently.

     The Company shall provide the members of the Board of Directors,  the Audit
     Committee,  the  external  auditor of the  Company and in  accordance  with
     stipulated by applicable  legislation the  shareholders of the Company with
     access to minutes of the meetings of the Board of Directors.

6.15.In the event  where a decision  is made in  accordance  with the Charter of
     the Company by a  three-quarters  majority or unanimously by all members of
     the Board of Directors  without  taking into account the votes of dismissed
     members of the Board of Directors,


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     persons  indicated  in the  Charter  of the  Company  shall  be  deemed  as
     dismissed members of the Board of Directors.



              7. Remuneration of Members of the Board of Directors
                    and Compensation for Expenses Related to
                       the Performance of Their Functions

7.1. Members of the Board of Directors shall,  while performing their functions,
     receive  remuneration  and  compensation  for  expenses  related  to  their
     performance of functions of members of the Board of Directors.

7.2. The  Company  shall,  in  order  to  remunerate  members  of the  Board  of
     Directors, establish a fund for the remuneration of members of the Board of
     Directors,  which is formed by deducting  three tenths (0.3) of one percent
     of the Company's net profits.

     The amount of personal  remuneration  shall be proposed by the  Chairman of
     the Board of Directors  depending  on the volume and  intensity of the work
     performed by a member of the Board of Directors.

     A decision on the amount of personal  remuneration of a member of the Board
     of  Directors  shall be made at a meeting  of the Board of  Directors  by a
     simple  majority of votes of the members of the Board of Directors  who are
     present  at the  meeting.  The  member  of the  Board  of  Directors  whose
     remuneration is put to vote shall not participate in the voting.

     Those  members of the Board of  Directors  who are  governmental  officials
     shall act without compensation.

     The  amount  of  remuneration  to be paid to the  Chairman  of the Board of
     Directors  shall exceed by at least 30 per cent the amount of  remuneration
     to any member of the Board of Directors,  established  in  accordance  with
     this Section 7.2.

     The  members of the Board of  Directors  shall be insured at the expense of
     the Company against accidents.

7.3. Members  of  the  Board  of  Directors  may  not  receive  remuneration  or
     compensation  for expenses for the  performance of their duties in any kind
     or manner for making decisions by the Board of Directors or other bodies of
     the Company,  or also for the exercise of their rights and  performance  of
     their duties as members of the Board of Directors,  other than remuneration
     and compensation for expenses received in accordance with these Regulations
     or by the decision of the General Shareholders Meeting.



                8. Proceedings for Approval and Introduction of
                   Amendments and Additions to the Regulations

8.1. These Regulations shall be approved by the General  Shareholders Meeting by
     a majority of votes of the  shareholders  holding the voting  shares of the
     Company and participating in the meeting.


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8.2. The  Regulations  may be amended by the General  Shareholders  Meeting by a
     majority  of votes of the  shareholders  holding  the voting  shares of the
     Company and participating in the meeting.

8.3. If, as a result of a change in the legislation of the Russian Federation or
     the Charter of the Company,  certain  provisions of these  Regulations will
     not be in compliance with such changes,  such provisions  shall cease to be
     in force and before amendments to these Regulations are made the members of
     the Board of Directors shall act in accordance with effective legal acts of
     the Russian Federation and the Company's Charter.


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                                                                         Annex 1
                                    to the Regulations on the Board of Directors



                                  NOTIFICATION
                    of the Meeting of the Board of Directors

Dear  Mr./Ms.  [name  of the  member  of the  Board of  Directors  or his or her
authorized representative]

You are invited to take part in the meeting of the Board of Directors to be held
on [date] at [address] [name or number of the room]

The meeting will start at [specify exact time]

Agenda of the meeting:

1.   _______________
2.   _______________

[wording of items to be decided on the meeting of the Board of Directors].

Attachment:

1.   ________________
2.   ________________

[draft  resolutions of the Board of Directors to be attached to the notification
and  materials  on the  agenda  issues,  specifying  the number of pages in each
document]



___________ 20__                                 _________________
                                                 [name of location]

Chairman of the Board of Directors               _________________
                                                 [name]

                                                 _________________
                                                 [signature]



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