###### **Exhibit 4.26.1**

###### APPENDIX No. 1

###### to Agency Agreement

(Form 1)

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

**AGREEMENT**

** **
| City of ________ | Date: _______________200_ |
|------------------|---------------------------|

 

_______ , represented by__________________________ “__________________________”, acting on behalf ofand commissioned by OAO Rostelecom on the grounds of the agreement concludedbetween _________________, 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 to act by _______________________________________, on the otherpart, as follows:

**1****                ****Terms and Definitions**

In this Agreement thefollowing terms and definitions have the following meanings if not otherwiseindicated by this Agreement:

1.1                           “Agreement” means the Agreement including allAppendices, Revisions, Addenda and Additional Agreements.

1.2                           “Operator’s numbering area” means thenumeration resource of the integrated telecommunications network of the RussianFederation, allotted to the Operator, identified by the code of thegeographically determined numbering area.

1.3                            “License of Rostelecom” means  the license for provision of long-distanceand international Telecommunication Services No. 29777 dated 11.12.2003.

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

1.5                           “Accounting period” means the period of onecalendar month during which the telecommunications were rendered to the Users.

1.6                           “Users” are the subscriber-legal entities,ordering and/or using the Services via the Operator.

1.7                            “Revenue earned” means  the income actually received by the Operatorfrom the Users in the corresponding month on account of payment for theTelecommunication Services.

1.8                           “Billing period” means a calendar monthfollowing the Accounting period.

1.9                           “Tariff” means the Service unit cost charged tothe User.

1.10                     “Long-distance telecommunications” means theservices of telephone connections between the Users of the Operator’s numberingarea and the Users of other ABC/DEF zones (including the Users of other numberingareas of the same Operator).

1.11                     “International telecommunications” means  the services of telephone connection betweenthe Users of the Operator’s numbering area and the Users located on theterritory of another country.

1.12                      “Services” or “Telecommunication Services”means jointly “Long-distance Telecommunication Services” and “InternationalTelecommunication Services” rendered by Rostelecom to the Users on the basis ofthe agreement for rendering of long-distance and international TelecommunicationServices or under the conditions of a public offer specified in Appendix 1.

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**2****                ****Subject Matter of the Agreement**

2.1                           Rostelecom commissions the Operator, and theOperator undertakes on consideration to perform on behalf and at the expense ofRostelecom the following legal and factual actions indicated in paragraphs 1,3, 8 and 9 and Appendix 2 hereof.

2.2                           The Operator undertakes to render Rostelecom onconsideration the Services indicated in paragraphs 2, 4, 5, 6 and 7 andAppendix 2 hereof.

**3****                ****Rights and Obligations of theParties**

3.1                           Rostelecom undertakes the followingobligations:

### 3.1.1                        Inaccordance with the statute-established procedure, to determine the Tariffs forthe Telecommunication Services, and to inform the Operator about them. In caseof change of the fixed Tariffs, to inform the Operator about the like changesin written form, no later than within 30 (thirty) days before the date ofintroduction of the new Tariffs.

### 3.1.2                        Topay the Operator for the services specified in Section 2 hereof (includingthe services of recovery of penalties from the Users), rendered to Rostelecomby the Operator in accordance with the conditions of the Agreement.

### 3.1.3                        Toissue a power of attorney for the Operator with the right of transfer for theexecution by the Operator of the obligations hereunder.

3.2          Rostelecom has a right:

### 3.2.1                        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, takinginto consideration the provisions of Section 4 hereof.

### 3.2.2                        Tocontrol the accuracy of the fulfillment of the Agreement by the Operator on thegrounds of the Check-up Procedure in accordance with Appendix 8 hereto.

3.3          The Operator undertakes the followingobligations:

### 3.3.1                        By theconclusion of agreements for rendering of Telecommunication Services, to informthe Users about the firm-name of Rostelecom as a telecommunications operatorrendering long-distance and international Telecommunication Services. To bringto the notice of the Users the information about any changes of the Tariffs forthe Telecommunication Services, as well as the procedure of receiving and paying for the Telecommunication Services.

### 3.3.2                        To keepbook of the Telecommunication Services rendered the Users by Rostelecom withthe use of their own communication gear.

### 3.3.3                        To managethe billing (registration and tarification) of the Users’ outgoinglong-distance and international calls. By the Service tarification, to applythe corresponding VAT rate to Tariffs in accordance with the procedureindicated in Appendix 4 hereunder. In case of impossibility of the independentbilling of Users’ outgoing long-distance and international calls (e.g. by  absence of Operator’s own billing system),the billing indicated above must be provided by means of bringing in thirdparties as subcontractors.

### 3.3.4                        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 15th 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 the Servicesrendered to the Users must be based on the Tariffs set by Rostelecom, andtaking into consideration the Tariff change by Rostelecom in accordance withthe current law within the context of one-time arrangements.

### 3.3.5                        To receiveon their account amounts of payment from the Users for the Services.

### 3.3.6                        To keepbook on the payment by the Users for the Telecommunication Services rendered byRostelecom and on the indebtedness of the Users for the TelecommunicationServices, to draw up documents for the

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###                                                  correction and write-off of debts, specifiedin Appendix 9 hereto, to perform inventory of the indebtedness of the Users forthe Telecommunication Services in the order established by Appendix 9 hereto.

### 3.3.7                        To  recover debts of the Users, arising in connectionwith nonpayment for the Services rendered, including the performance of claimand action proceedings against the Users connected with the payment for theServices rendered to the  Users.

### 3.3.8                        Totransfer monthly the payments due to Rostelecom for the Services rendered byRostelecom in accordance with Section 4 hereof.

### 3.3.9                        To draw upinvoices and reports for the formation of the sales log for theTelecommunication Services rendered to the Users, in accordance with Appendix 4hereto.

### 3.3.10                  To present (drawup and send to the corresponding Users) the invoices for the TelecommunicationServices rendered to the Users-legal entities and individual entrepreneursacting without the formation of a legal entity.

### 3.3.11                  To provide thestoring of the documentation, namely: bills presented to the Users for theTelecommunication Services (or information in the database on all documentdetails of the presented bills), billing data on the TelecommunicationServices, the documents confirming the payment by the Users for the Services inaccordance with the current law and the Operator’s internal regulations ondocument storage. To provide upon request of Rostelecom or third partiescertified copies of the documents in the cases established by the current law,within the term of three (3) days from the receipt of the correspondingrequest.

### 3.3.12                  To collect andpresent to Rostelecom the information in the format of the established forms ofstatistical accounts, containing the data about the Services rendered to the Usersin accordance with the form and terms indicated in Appendix 6 hereto.

### 3.3.13                  To concludeagreements with the Users-legal entities for the rendering of theTelecommunication Services in accordance with Appendix 11 and the formestablished in Appendix 1 hereto.

3.4         The Operator has the following rights:

### 3.4.1                        To receivefrom Rostelecom the payment for the fulfillment of the obligations under thisAgreement in the amount and order established in Appendix 4 hereto.

### 3.4.2                        To demandthe fulfillment by the Users of their obligations on Telecommunicationspayment.

### 3.4.3                        To receivefrom Rostelecom the information and documentation required for the fulfillmentof the obligations hereunder.

### 3.4.4                        To suspendin accordance with the established procedure the access to the Services for theUsers failing to pay opportunely for the services in question.

3.5         The Parties undertake the followingobligations:

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

### 3.5.2                        Tomaintain the confidential character of the conditions and provisions of theAgreement, as well as any physical, technical, economic, financial and otherinformation 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 accordancewith the law of the Russian Federation. Regardless of the aforesaid, each ofthe Parties hereto has the right to divulge the Confidential information totheir employees provided the recipient of the like information is instructed tomaintain the confidential character of the former. As concerns any divulgenceof the Confidential information, the Article is valid within (three) yearsfrom the expiry of the Agreement on any grounds.

### 3.5.3                        Torender the Users information and reference services via the information officein accordance with the current law.

**4****                ****Parties’ Settlement**

4.1         The mutual settlements between the Parties areperformed monthly on the basis of this Agreement, the Operator’s Report inaccordance with the form established in Appendix 3 hereto (“Operator’s Report”),the Acceptance Act for services rendered in accordance with the formestablished in Appendix 5 (hereinafter “Acceptance Act”), the Act of

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                         offsetting of claims (“Offset Act”) and theinvoice for payment (“Invoice”). The amounts of payments hereunder payable bythe Parties are estimated based on the following:

4.1.1                         The Operator is obliged to transfer toRostelecom 100% (one hundred per cent) of the Revenue earned for thetelecommunications. The sums indicated are calculated on the basis of theOperator’s Report.

4.1.2                        Rostelecom is obliged to transfer to theOperator the consideration for the services rendered to Rostelecom by theOperator in accordance with paragraph 2.2. and the consideration for theperformance by the Operator of the actions indicated in paragraph 2.1. of Section 2hereof. The amounts of the payment, the order of the settlement of the Parties’for the services rendered to Rostelecom by the Operator are indicated inAppendices 2 and 7 hereto. All the sums indicated are calculated o the basis ofthe Acceptance Act and the Operator’s Report.

4.1.3                        The Parties agree on the possibility of theoffsetting of mutual demands (claims) indicated in paragraphs 4.1.1. and 4.1.2.of the Agreement by means of signing of the Offset Act. The transfer by theOperator to Rostelecom of the payments not liquidated by the offset isperformed on the basis of the bill presented by Rostelecom.

4.1.4                        Regardless of the provisions of paragraph4.1.3., on account of the fulfillment of the obligations indicated in paragraph4.1.1., the Operator is obliged to perform monthly not later than the 25th day ofthe Billing period the transfer of the minimal payment to Rostelecom in theamount of no less than 50 % of the Accrued income on the basis of the billpresented by Rostelecom, in accordance with paragraph 4.3. hereof.

4.2         The Operator sends to Rostelecom the Operator’sReport within the term no later than the 8th day ofthe Billing period. Together with the Operator’s Report, the Operator sends toRostelecom the Acts. Copies of the Operator’s Report and Acts shall be given toRostelecom by a facsimile transmission with confirmation report, while originaldocuments shall be sent by registered mail with receipt acknowledged. The dateof facsimile transmission shall be the effective date of documents delivery.

4.3         Rostelecom considers the documentationpresented by the Operator and, in the absence of comments, approves theOperator’s report, the Acceptance Act and the Offset Act. Together with this,Rostelecom presents to the Operator the bill. If Rostelecom has objectionsagainst the documents submitted by the Operator, Rostelecom shall give writtennotice to the Operator of such objections within two (2) business daysafter receipt of documents by facsimile. Together with this, Rostelecomapproves the Operator’s Report, the Acceptance Act and the Offset Act with thecommentaries to them, and draws up the Invoice for the payments in the amountof the undisputed sum. Copies of the Invoice and the approved Operator’sReport,  Acceptance Act and Offset Actare sent to the Operator by a facsimile transmission, while the originaldocuments shall be sent by registered mail with receipt acknowledged.

4.4         To eliminate objections against the documentssubmitted by the Operator, the Parties shall, within 10 business days after thedate when Rostelecom gives written notice of such objections to the Operator,hold negotiations and shall reconcile / analyze their respective data. Based onthe results of such reconciliation, the Parties shall execute a Report ofreconciliation of mutual settlements (the “Reconciliation Report”) and, wherenecessary, shall adjust payments due for future Billing Periods. By signing theReconciliation Report between the Parties, Rostelecom shall acknowledgeapproval of the Operator’s Report.

4.5         Not limited by the provisions of paragraph4.1.3., the Parties agree upon the performance of the offsets of other mutualdemands (obligations) on the basis of the Offset Acts.

4.6         The date of charge-off of the money from theOperator’s account is considered the date of transfer by the Operator of thepayments hereunder.

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

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

4.9         The indebtedness of the Users for theTelecommunication Services rendered by Rostelecom  is the Receivables of Rostelecom. The orderof collection of such accounts receivable is established by Article 5 ofthe Agreement.

4.10   All other questions concerning the settlementof accounts between the Parties not indicated in this Section 4 areregulated by Appendix 7 to the Agreement.

4.11    Recovery of Expenses.

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4.11.1                  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.

4.11.2                  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, and such recovery is considered by theParties as reasonable, sufficient and motivated for the consideration of allnecessary expenses, expenditures or losses of the Operator during thefulfillment of the obligations hereunder.

4.11.3                  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.

4.11.4                  Inconnection with the aforementioned agreement the Operator hereby confirms  and admits 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.

4.11.5                  Inany case, 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.

**5****                ****General Requirements to thePerformance of the Claiming and Action Proceedings**

5.1         The Operator performs the claiming and actionactivities with the Users in accordance with the current law of the RussianFederation, the Agreement and the inner regulations of the performance of theclaiming proceedings adopted by the Operator.

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

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

5.4         The claiming actions on the recovery of theUsers’ debts are performed by the Operator independently for the sake ofRostelecom on the ground of the power of attorney issued by Rostelecom inaccordance with paragraph 3.1.3. hereof. Irrespective of any inner regulationsof the claiming proceedings adopted by the Operator and contradicting thefollowing: in case of nonpayment by the User against the invoice for theTelecommunication Services rendered, the Operator must advance a claim againstthe corresponding User taking into consideration the provisions of Appendix 9hereto.

5.5         For the performance of the claiming and actionproceedings the Operator receives from Rostelecom consideration established byAppendix 2 hereto.

5.6         The Operator cancels the invoice for theTelecommunication Services if the groundlessness of a claim against the User isproved judicially, or on the condition of receipt of a written consent ofRostelecom. The order of the exchange of the documents between the Parties andthe correction of indebtedness are performed in accordance with paragraph 4 ofAppendix 9 hereto.

**6****                ****The Tariffs for the Long-distanceand International Telecommunications**

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

6.2         The international telecommunications Tariffsare determined by Rostelecom and can be changed at any time, at that,Rostelecom is obliged to inform the Operator about the like changes in advance,in the written form, no later than 30 calendar days before the introduction ofthe new international telecommunications Tariffs.

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

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6.4         In the notification of the Operator about theTariffs for the long-distance and international telecommunications Rostelecomshould mention the inclusion into (or exclusion from) the Tariff of the ratesand sums of indirect taxes collected from the Users.

6.5         When non-recurrent actions, directed ontemporary decrease/increase of the Telecommunication Services Tariffs for theUsers because of limited period of time, Rostelecom shall send the Operator awritten notification no later than 30 calendar days in advance if such actionsare conducted. At that, the Operator coordinates the conducting of such actionswithin the term of 15 calendar days provided the corresponding technicalresources are available, with the exception of the actions of federal scope.

**7****                ****Responsibility of the Parties**

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

7.2          In case of violation by the Operator of theterms of fulfillment of their obligations for the transfer of payments due toRostelecom, Rostelecom has the right to claim from the Operator the penalty in theamount of 1/300 of the refinancing rate of the Central Bank of the RussianFederation for every day of delay, of the sum payable by the Operator. TheOperator is obliged to pay to Rostelecom the penalty within the period of ten (10) bankingdays from the moment of the receipt of the corresponding payment demand. TheParties agree to perform the corresponding payments no later than within theperiod of ten (10) banking days from the moment of the receipt of thecorresponding demand.

7.3         In case of the presentation by the Operator ofunreliable data in the Report, provided that the amount payable calculated onthe basis of the unreliable Report data is smaller than the sum based on theamount of the actual Services rendered, Rostelecom has the right to charge tothe Operator the forfeit in the form of penalty. The amount of the forfeitconstitutes 1/300 of the refinancing rate of the Central Bank of the RussianFederation for every day starting from the day of presentation of unreliabledata when the discrepancy of the data was discovered, till the moment oftransfer by the Operator of the monies to be paid. The like forfeit in the formof the penalty is calculated on the basis of the disparity between the amountof payments calculated on the basis of the reliable data and the amount ofpayments calculated on the basis of the unreliable data. The penalty, as wellas the deficient payments to Rostelecom must be paid within the period of ten (10) bankingdays from the moment of the receipt of the corresponding payment demand.

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

7.5         In case of violation by Rostelecom of theirobligations for the remuneration of the services rendered by the Operator, theOperator has the right to demand from Rostelecom the payment of the forfeit inthe form of penalty, in the amount of 1/300 of the refinancing rate of theCentral Bank of the Russia Federation for every day of payment delinquency. TheRostelecom is obliged to pay to the Operator the penalty within the period often (10) banking days from the moment of the receipt of the correspondingpayment demand.

7.6         In case of untimely approval by Rostelecom ofthe Report, the Operator’s Report or the presented invoice, the Operator hasthe right to demand from Rostelecom the payment of the forfeit in the form ofpenalty, in the amount of 1/300 of the refinancing rate of the Central Bank ofthe Russian Federation for every day, starting from the day when such Report orReconciliation Report was to be approved, until the day when such Report orReconciliation Report was actually approved and delivered to the Operator, fromthe amount payable. This forfeit must be paid within the period of ten (10) bankingdays from the moment of the receipt of the corresponding payment demand.

7.7         In case of untimely submission by Rostelecom ofthe notifications indicted in paragraph 6.2. hereof, the Operator has the rightto demand the forfeit in the form of fine, in the amount of one thousand (1000)rubles for every fact of such violation.

7.8         If in the result of submission of  unreliable data in the Operator’s Report,improper invoicing by the Operator, improper formation of the sections of thesales log or purchase log, improper application by the Operator of the VAT ratein accordance with paragraph 3.3.3, untimely submission of documentation by theOperator to Rostelecom, in accordance with paragraph  3.3.11, additional tax obligations, as wellas fines and punitive sanctions for the violation of the tax and/oradministrative law will be imposed on the Operator, Rostelecom has the right todemand the stated sums from the Operator. This right of Rostelecom arises afterthe conclusion of the court appeal of the tax authorities and on the conditionthat the Operator is brought to participation in the proceedings or is 

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                        informed about all facts of the dispute. In anycase, the amount of responsibility of the Operator must not exceed the amountof their consideration.

7.9         The forfeits indicated in paragraphs 7.3 and7.4 of this Agreement can be collected from the Operator by Rostelecom on thecondition of observance by the former of the terms established byparagraphs  4.2-4.4 hereof.

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

**8****                ****Force Majeure Circumstances**

8.1         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.

8.2         The Party that has suffered the influence ofthe force majeure circumstances must notify the other Party within the periodof ten (10) days about the character, type and the presumable duration ofthe force majeure influence, as well as indicate the fulfillment of whichobligations under the Agreement it affects, and to produce evidence of theoccurrence of such circumstances. In case of lack of notification the Partyaffected by the force majeure influence cannot refer to the influence of the forcemajeure circumstances at a later time as to the cause exempting them fromliability.

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

**9****                ****Settlement of Disputes**

9.1         The Parties should attempt to settle anydispute under the Agreement by means of negotiations, and in the case ofimpossibility to reach a mutually acceptable decision within the period of 30days from the moment of appeal by the penaltyed Party to the other Party, eachof the Parties has the right to initiate the transfer of the like dispute forit to be considered by the arbitration tribunal in accordance with the RF Codeof Arbitration Procedure.

**10****         ****Notifications**

10.1   Any notifications and other messages subject tothe transmission from one Party to the other must be transmitted in writtenform to the following addresses:

If the Operator is the addressee:

Russian Federation,

Address: ________________________________________

Fax: ________________

Tel:  ________________

If Rostelecom is the addressee:

Russian Federation,

Address: ____________

Fax: ________________

Tel: ________________

10.2    Each of the Parties can change their addressby means of a written notification of the other Party, as indicated in thisparagraph.

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**11****         ****Effective date of the Agreementand its validity term**

11.1    This Agreement is valid from the moment of itssigning by the Parties.

11.2   The Agreement is valid for the period of oneyear from the moment of its coming into effect. If neither Party announcestermination of this Agreement thirty (30) calendar days before its statedexpiration, this Agreement shall be automatically extended for each subsequentyear. There shall not be any limit to the number of periods for which thisAgreement may be extended.

**12****         ****Miscellaneous**

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

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

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

12.4    Appendix List:

Appendix No. 1. Form 1. Agreement onlong-distance and international telecommunications.

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

Appendix No. 2 Cost of services and amount ofagency fee of the Operator.

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

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

Appendix No. 5 Acceptance act for servicesrendered.

Appendix No. 6 List of reporting forms.

Appendix No. 7 Settlement procedure.

Appendix No. 8 Check-up procedure.

Appendix No. 9 Regulations for handling ofreceivables and payables.

Appendix No. 10 Procedure for Parties’ handlingof User claims (complaints) related to providing / failure to provideTelecommunications.

Appendix No. 11 Procedure for conclusion of Agreements.

12.5    The Agreement is drawn up in two (2) copiesin the Russian language, each of the copies having the equal legal effect, onecopy for each of the Parties.

**13****         ****Details and Signatures of theParties**

 
| **Full or abbreviated name of the  company** | ** ** | **OAO Rostelecom**                                     | ** ** | ** ** | ** ** |
|----------------------------------------------|------------|--------------------------------------------------------|------------|------------|------------|
| Location                                     | ** ** | Delegatskaya st. 5, 127091, Moscow, Russian Federation | ** ** | ** ** | ** ** |
| Postal address                               | ** ** | ** **                                             | ** ** | ** ** | ** ** |
| Telephone (by the postal address)            |       |                                                   |       |       |       |

 

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| Account number:                        |   |   |   |   |   |
|----------------------------------------|--------|--------|--------|--------|--------|
| Full name of the banking establishment |   |   |   |   |   |
| Identification number TIN/KPP          |   |   |   |   |   |
| Industry code by OCIEA                 |   |   |   |   |   |
| Company code by OKPO                   |   |   |   |   |   |

 

 
| **For Rostelecom :   ____________________   ___________________  ______________  ______________ 200_  Seal here** | ** ** | **For Operator:____________________ ___________________ ______________ ____________  ______________ 200_  Seal here** |
|-------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------|

 

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**AppendixNo. 1**

**to Agreement No. ____dt.___**

**Form 1. Agreement on long-distance andinternational 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 ofand commissioned by OAO Rostelecom on the grounds of the agreement concludedbetween _________________, 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 otherpart, 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” is the Communication Service unitcost for settlement between the parties hereto.

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

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

Type of User Equipment:telephone set, fax machine, data set (*underscore whateverapplicable*).

User Equipment usedindividually or collectively (*underscore whateverapplicable*).

Subscriber number(additional subscriber number):________________________________.

1.7                       “Agent” shall mean _______________________________________.

1.8                       “Regulations” shall mean Local,Intrazonal, Long-Distance and International Telecommunication Servicesrendering Regulations, approved by Resolution of the Russian Government No. 310dated 18.05.2005.

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# **2****                      SUBJECT MATTEROF THE AGREEMENT**

# Rostelecom herewithundertakes to render Telecommunications to the User, whereas the Userundertakes to effect payments for such Telecommunications on the terms andconditions and in the manner herein stated.

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

On entering into thisAgreement, the User shall be entitled to receive Telecommunication Services,whereas Rostelecom shall render such services to the User, provided this istechnically practicable, and provided the User has access to long-distance andinternational telephone communication networks.

# To receive theTelecommunications via the automated service system, the User shall perform thefollowing course of action: dial “8” from the User Equipment; dial Rostelecom’stelephone network selection code “55” in case of long-distance telephone calland “10” in case of international telephone call; dial called party’s numberingarea code; dial called party’s subscriber number.

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

# The Telecommunications shallbe deemed provided as from the moment when the telephone connection isestablished as the result of the course of action described under Paragraph3.2. or Paragraph 3.3. above.

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

# When renderingTelecommunication Services to the user Rostelecom has a right to introduce(with the help) of telephonist limitations to the amount of conversation ordersand the duration of conversations.

The User must be notifiedabout the introduction of limitations at the moment of order taking or in themoment of  rendering oftelecommunications by order 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.

# Given technical possibilityand on condition that access to Telecommunications is available from Userequipment, Rostelecom renders to the User a possibility to useTelecommunications 24 hours a day, if other is not indicated in RussianFederation law.

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

4.1                       Rostelecom undertakes to:

# Render TelecommunicationServices to the User in accordance with the law of the Russian Federation, theRegulations, national standards, technical regulations and standards, thelicense, and this Agreement (and in particular to rectify, within prescribedtime periods, any failures which are attributable to Rostelecom and whichobstruct enjoyment of the Telecommunications by the User).

# To notify the User throughmass media about changes in the conditions of service rendering, methods ofpayment for Telecommunications, Tariffs in no less than ten days before thedate when these changes are introduced.

# To fulfill other obligationsof Rostelecom, covered by the law of Russian Federation and the Agreement.

# The User undertakes to:

4.1.1                        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”*).

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

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

5.1                       Rostelecom shall have the right to:

5.1.1                        Change, ona unilateral basis, the Tariffs, payment terms and conditions and time framespursuant to Paragraph 4.1.2 above.

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

# **The Usershall have the right to:**

5.1.3                        Raiseobjections against bills issued to it, in the manner described in Article 8below.

5.1.4                        To refuseto pay for Telecommunications, that was rendered to the User without theirconcert. Telecommunications shall be deemed provided with User’s consent if thecall is made from the User Equipment by means of the course of action referredto in Paragraphs 3.2. and 3.3. of this Agreement.

# **6****                      PAYMENTPROCEDURE**

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

# The Telecommunications billsshall be issued by the Agent on behalf of Rostelecom. Each Telecommunicationsbill shall identify the amount stated therein as payment for theTelecommunication Services rendered by Rostelecom.

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

# Tariffs for internationaltelecommunications are established by Rostelecom and changes can be introducedto them at any time. The User shall be notified of any such Tariffs  being introduced, in the manner described inParagraph 4.1.2. above.

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

# The payment bill forTelecommunication Services in the month previous to the Billing period is madeout to the User before the 12-th day of the Billing period and indicatesthe total amount for each type of Services, there amount and cost. The groundsfor making out the bill to the User are the data, obtained with the help of theequipment, used for recording the amount of Telecommunications. Payments forthe Telecommunications shall be effected on a monthly basis, within 15 daysafter the date of the bill for the Telecommunications provided in the monthimmediately preceding the Billing Period.

# The delivery of the bill forthe telecommunications to the Users is performed by mail or courier at theoption of Rostelecom.

# The User shall pay for theTelecommunications by a transfer of funds to the account specified in theTelecommunications bill, or in cash at any of the Agent’s payment collectionoffices. By the payment for the Services in cash, the monetary obligations ofthe User for the Services rendered are discharged from the moment of payment atthe Agent’s collection office. Any cash payments may only be accepted from theUser within limits established by the law for legal entities.

# The Agent shall inform theUsers of its payment collection offices 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 case ofdelay payment or other User violations of the requirements, established by theRussian Federation Law “On Telecommunications”, the Regulations and theAgreement, Rostelecom has a right to unilaterally initiate a stoppage ofrendering access to Telecommunications for a period until a complete debtrepayment, or, correspondingly, until a complete settlement of otherviolations, committed by the User.

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

# **8****                      DISPUTESETTLEMENT**

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

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

8.3                       If the Useris in full or partial default on its obligation to pay for theTelecommunication Services, the Agent may, on behalf of Rostelecom, initiate acourt action against the User, selecting, at its sole discretion, either theUser’s location or the location of Rostelecom (or of Rostelecom branch servingthe zone where the User is resident (domiciled)), or the location of the Agent(or of Agent’s branch serving the zone where the User is resident (domiciled)),as the venue of such action.

# **9****                      FORCEMAJEURE**

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

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

# **10****               AMENDMENT AND TERMINATIONPROVISIONS**

10.1                 This Agreementmay be terminated prior to its stated expiration date in circumstances and inthe manner provided for by the law of the Russian Federation.

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

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

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

11.1                 This Agreementshall take effect as from the date it is signed by Rostelecom and the User andshall be deemed effective for an unlimited period of time.

# **12****               MISCELLANEOUS**

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

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12.2                 All legalrelations 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 User isinformed about and agrees to the characteristics of renderedTelecommunications, concerning their quality, safety and limitations

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

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

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

# **13****               Agent’s address andbanking details:**

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

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

 

# **15****               Signatures ofParties**

 
| **For the User:  ____________________________**name**_______________________________________**Dated ____________ 200_ Seal here | ** ** | **For Rostelecom : _________________________________**name _________________________________  Dated ____________ 200_  Seal here |
|--------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------|

 

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**2. Form of Public Offer**

**PUBLIC OFFER**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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3.1.1                        а) An individual or a legal entity Usersof the Local operator performing the following factual successive actions:dialing “8” on the User equipment, dialing OAO Rostelecom “55” in case oflong-distance telephone call and “10” in case of international telephone calltelephone network choice code; dialing the code of the numbering area of thecalled party; dialing the called party number; or

b) An individual or a legal entity Users of the Local operatorperforming the following factual successive actions: dialing the  long-distance and internationaltelecommunications access number, rendered by OAO Rostelecom with the help of atelephonist - “07” and/or other access number, the information about which canbe obtained by the User through directory inquiry service “09”; ordering a long-distanceor international telecommunications with the help of a telephonist throughimmediate or order service system, in accordance with the Regulations.

3.1.2                       Telecommunications setting as a result ofperforming actions, indicated in subparagraph a) or b) of para. 3.1.1 of thepresent Agreement.

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

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

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

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

3.6                       When rendering Telecommunication Services tothe User Rostelecom with the help of telephonist has a right to introducelimitations to the amount of conversation orders and the duration ofconversations.

The User must be notifiedabout the introduction of limitations at the moment of order taking or in themoment of  rendering oftelecommunications by order service system.

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

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

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

4.1                       Rostelecom undertakesthe responsibility:

4.1.1                        To render Telecommunication Services to the Userin accordance with the law of Russian Federation, the Regulations, nationalstandards, technical norms and Regulations and the Agreement (in particular —to remove within the established time limit the defects which appeared due tothe fault of Rostelecom and which prevent the User from usingTelecommunications).

4.1.2                        To notify the User through mass media aboutchanges in the conditions of service rendering, methods of payment forTelecommunications, Tariffs in no less than ten days before the date when thesechanges are introduced

4.1.3                        To fulfill other obligations of Rostelecom,covered by the law of Russian Federation and the Agreement.

4.2                       The User undertakesthe responsibility:

4.2.1                        To carry out the payment for rendered serviceson the conditions and by the deadlines covered by the Agreement. Users whichare organizations financed from budget of corresponding level must useTelecommunications strictly within the established limit of budget financing ofthis User.

4.2.2                        To fulfill other obligations covered by thecurrent law of Russian Federation and the Agreement.

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

5.1                       Rostelecom has aright:

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

5.1.2                        To initiate a temporary stoppage of accessto long-distance and international telecommunications to the User in casescovered by para. 7.2 of this Contract

5.2                       The User has a right:

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

5.2.2                        To refuse to pay for Telecommunications, thatwas rendered to the User without their concert.

# **6****                      PAYMENTPROCEDURE**

6.1                       Except for the cases of payment forTelecommunications at payment offices of the Agent or Rostelecom in the ordercovered by para. 6.7 of the agreement, the User must pay for TelecommunicationServices to them by Rostelecom strictly in accordance with banking detailsindicated in the payment bill. The Users money liability ceases at the momentof money passing to the bank account, indicated in the bill made out to theUser.

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

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

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

6.5                       The long-distance and internationaltelecommunications tarification unit is established by Rostelecom and comprisesone minute. The records of duration of long-distance and internationaltelecommunications are carried out in accordance with the tarification unitestablished by Rostelecom. The tarification unit can be changed by Rostelecomunilaterally at any time.

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

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

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

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

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

7.2                       In case of delay payment or other Userviolations of the requirements, established by the Russian Federation Law “OnTelecommunications”, the Regulations and the Agreement, Rostelecom has a rightto unilaterally initiate a stoppage of

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renderingaccess to Telecommunications for a period until a complete debt repayment, or,correspondingly, until a complete settlement of other violations, committed bythe User.

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

# **8****                      DISPUTESETTLEMENT**

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

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

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

# **9****                      FORCEMAJEURE**

9.1                       The Parties are released from responsibilityfor non-fulfillment or improper fulfillment of their obligations on the Agreement, if they prove, that 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  thenon-fulfillment of terms of service rendering was caused by circumstances of force majeure, the Parties mustcoordinate  a new term ofTelecommunications rendering fulfillment.

# **10****               TERMINATION OF THEAGREEMENT**

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

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

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

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

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# **12****               MISCELLANEOUS**

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

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

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

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

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

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

**13.          Address and banking details of OAO Rostelecom**

**OAORostelecom**

Legal address: 127091,Moscow, Delegatskaya st. 5

Acc.:

Corr. acc.:30101810400000000609

BIC:         049805609

TIN:         7707049388

KPP:      143532001

OGRN:    1027700198767

 

**15.          OAO Rostelecom Authorized Signatory**
| **For Rostelecom :**                  |
|---------------------------------------|
| ** **                            |
| D.Ye. Yerokhin                        |
|     *(full name)* |
|                                  |
| * *                              |
|                                  |
|                                  |
|     *(signature)* |

 

Date________ 200_____

Seal here

 

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**Appendix 2to Agreement  No.          dt.               2005**

**Cost ofservices and amount of agency fee of the Operator**

** **
| **Ref. No.** | ** ** | **Items**                                                                                                                                | ** ** | **Price** |
|--------------|------------|------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------|
| 1.           |       | COLLECTING  SUBSCRIBER PAYMENTS, % of the accrued income                                                                                 |       | 5.25%     |
| 2.           |       | BILLING  PROCESSING OF TELECOMMUNICATIONS, rubles/min                                                                                    |       | 0.063     |
| 3.           |       | CLAIMING  AND ACTION PROCEEDINGS, % of the accrued income                                                                                |       | 2.1%      |
| 4.           |       | DRAWING  UP, PRINTING, STORING, MAKING BILL COPIES, rubles/min                                                                           |       | 0.032     |
| 5.           |       | DRAWING  UP, PRINTING, STORING, MAKING INVOICE COPIES, ACTS OF PERFORMED WORKS,  SIGNING RECONCILIATION REPORTS WITH CLIENTS, rubles/min |       | 0.053     |
| 6.           |       | PREPARATION  OF THE REPORTING FORMS, rubles/set                                                                                          |       | 15,000    |
| 7.           |       | DOCUMENTATION  DELIVERY, rubles/min                                                                                                      |       | 0.021     |
| 8.           |       | INFORMATION  AND HELPLINE SERVICES FOR CLIENTS, rubles/min                                                                               |       | 0.042     |
| 9.           |       | CONCLUSION  OF AGREEMENTS WITH LEGAL ENTITIES, rubles per agreement                                                                      |       | Т4) |

 

Comment:

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

2.               Theamount of the Accrued and Received income is determined on the basis of theOperator’s Report.

3.               Inlines 2, 5, 4, 6 and 8 hereof the measurement unit is ruble per minute of theoutgoing long-distance or international traffic.

4.               foreach agreement entered into with a User-legal entity  pursuant to Paragraph 3.3.13 of thisAgreement, a lumpsum fee of Rubles 300 plus 5% of paid bills for Rostelecom’sservices provided over first three calendar months of the agreement effectiveperiod, net of VAT which shall be calculated at a rate applicable at the timewhen appropriate invoice is issued.
| **Rostelecom:**      | ** **         | **Operator:** |
|----------------------|--------------------|---------------|
| ** **           | ** **         | ** **    |
| **General Director** | ** **         | ** **    | ** ** |
| ** **           | ** **         | ** **    | ** ** |
| **OAO Rostelecom**   | ** **         | ** **    |
| ** **           | ** **         | ** **    |
| ** **           | **D.Ye. Yerokhin** | ** **    | ** ** | ** ** |
| ** **           | ** **         | ** **    |
| ** **           | **200 **      | ** **    | ** ** | **200 ** |
| ** **           | ** **         | ** **    |
| **Seal here**        | ** **         | **Seal here** |

 

6

----

 

**Appendix No. 3**to Agreement No        dated “      ”                    2005

**Report of the Operator**

**on the accrued incomepaid for the services rendered to the Users**

**Under Contract No.                dt.**

**Form 1.1**

The report on the volumes and accrued incomefor the international telecommunications rendered to individuals (direction-and time-wise)

** **
| **Direction**    | ** ** | **Direction  code** | ** ** | **Line  code** | ** ** | **In  minutes** | ** ** | **Tariff** | ** ** | **In rubles.** | ** ** | **Tariff  category** | ** ** | **Traffic  type** | ** ** |
|------------------|------------|---------------------|------------|----------------|------------|-----------------|------------|------------|------------|---------------------|------------|----------------------|------------|-------------------|------------|
| **Without  VAT** | ** ** | **VAT**             | ** ** | **Total**      |
| **1**            | ** ** | **2**               | ** ** | **3**          | ** ** | **4**           | ** ** | **5**      | ** ** | **6**               | ** ** | **7**                | ** ** | **8**             | ** ** | **9** | ** ** | **10** | ** ** |
| Total            |       | Х             |       | 100            |       |            |       | Х    |       |                |       |                 |       |              |       |   |   |   |   |
|             |       |                |       |           |       |            |       |       |       |                |       |                 |       |              |       |   |   |   |   |

 

**Form 1.2**

The report on the volumes and accrued incomefor the international telecommunications rendered to self-sustainedorganizations (direction- and time-wise)
| **Direction**    | ** ** | **Direction  code** | ** ** | **Line  code** | ** ** | **In  minutes** | ** ** | **Tariff** | ** ** | **In rubles.** | ** ** | **Tariff  category** | ** ** | **Traffic  type** | ** ** |
|------------------|------------|---------------------|------------|----------------|------------|-----------------|------------|------------|------------|---------------------|------------|----------------------|------------|-------------------|------------|
| **Without  VAT** | ** ** | **VAT**             | ** ** | **Total**      |
| **1**            | ** ** | **2**               | ** ** | **3**          | ** ** | **4**           | ** ** | **5**      | ** ** | **6**               | ** ** | **7**                | ** ** | **8**             | ** ** | **9** | ** ** | **10** | ** ** |
| Total            |       | Х             |       | 20             |       |            |       | Х    |       |                |       |                 |       |              |       |   |   |   |   |
|             |       |                |       |           |       |            |       |       |       |                |       |                 |       |              |       |   |   |   |   |

** **

**Form 1.3**

The report on the volumes and accrued incomefor the international telecommunications rendered to budgetary organizations(direction- and time-wise)
| **Direction**    | ** ** | **Direction  code** | ** ** | **Line  code** | ** ** | **In  minutes** | ** ** | **Tariff** | ** ** | **In rubles.** | ** ** | **Tariff  category** | ** ** | **Traffic  type** | ** ** |
|------------------|------------|---------------------|------------|----------------|------------|-----------------|------------|------------|------------|---------------------|------------|----------------------|------------|-------------------|------------|
| **Without  VAT** | ** ** | **VAT**             | ** ** | **Total**      |
| **1**            | ** ** | **2**               | ** ** | **3**          | ** ** | **4**           | ** ** | **5**      | ** ** | **6**               | ** ** | **7**                | ** ** | **8**             | ** ** | **9** | ** ** | **10** | ** ** |
| Total            |       | Х             |       | 300            |       |            |       | Х    |       |                |       |                 |       |              |       |   |   |   |   |
|             |       |                |       |           |       |            |       |       |       |                |       |                 |       |              |       |   |   |   |   |

7

----

 

**Form 1.4**

The report on the volumes and accrued incomefor the long-distance telecommunications rendered to individuals in (direction-and time-wise)
| **Direction**    | ** ** | **Direction  code** | ** ** | **Line  code** | ** ** | **In  minutes** | ** ** | **Tariff** | ** ** | **In rubles.** | ** ** | **Tariff  category** | ** ** | **Traffic  type** | ** ** |
|------------------|------------|---------------------|------------|----------------|------------|-----------------|------------|------------|------------|---------------------|------------|----------------------|------------|-------------------|------------|
| **Without  VAT** | ** ** | **VAT**             | ** ** | **Total**      |
| **1**            | ** ** | **2**               | ** ** | **3**          | ** ** | **4**           | ** ** | **5**      | ** ** | **6**               | ** ** | **7**                | ** ** | **8**             | ** ** | **9** | ** ** | **10** | ** ** |
| Total            |       | Х             |       | 400            |       |            |       | Х    |       |                |       |                 |       |              |       |   |   |   |   |
|             |       |                |       |           |       |            |       |       |       |                |       |                 |       |              |       |   |   |   |   |

 

**Form 1.5**

The report on the volumes and accrued incomefor the long-distance telecommunications rendered to self-sustainedorganizations (direction- and time-wise)
| **Direction**    | ** ** | **Direction  code** | ** ** | **Line  code** | ** ** | **In  minutes** | ** ** | **Tariff** | ** ** | **In rubles.** | ** ** | **Tariff  category** | ** ** | **Traffic  type** | ** ** |
|------------------|------------|---------------------|------------|----------------|------------|-----------------|------------|------------|------------|---------------------|------------|----------------------|------------|-------------------|------------|
| **Without  VAT** | ** ** | **VAT**             | ** ** | **Total**      |
| **1**            | ** ** | **2**               | ** ** | **3**          | ** ** | **4**           | ** ** | **5**      | ** ** | **6**               | ** ** | **7**                | ** ** | **8**             | ** ** | **9** | ** ** | **10** | ** ** |
| Total            |       | Х             |       | 500            |       |            |       | Х    |       |                |       |                 |       |              |       |   |   |   |   |
|             |       |                |       |           |       |            |       |       |       |                |       |                 |       |              |       |   |   |   |   |

** **

**Form 1.6**

The report on the volumes and accrued incomefor the long-distance telecommunications rendered to budgetary organizations(direction- and time-wise)
| **Direction**    | ** ** | **Direction  code** | ** ** | **Line  code** | ** ** | **In  minutes** | ** ** | **Tariff** | ** ** | **In rubles.** | ** ** | **Tariff  category** | ** ** | **Traffic  type** | ** ** |
|------------------|------------|---------------------|------------|----------------|------------|-----------------|------------|------------|------------|---------------------|------------|----------------------|------------|-------------------|------------|
| **Without  VAT** | ** ** | **VAT**             | ** ** | **Total**      |
| **1**            | ** ** | **2**               | ** ** | **3**          | ** ** | **4**           | ** ** | **5**      | ** ** | **6**               | ** ** | **7**                | ** ** | **8**             | ** ** | **9** | ** ** | **10** | ** ** |
| Total            |       | Х             |       | 600            |       |            |       | Х    |       |                |       |                 |       |              |       |   |   |   |   |
|             |       |                |       |           |       |            |       |       |       |                |       |                 |       |              |       |   |   |   |   |

** **

8

----

** **

**Form 1.7**

**The consolidated report of theOperator on the volumes and accrued income for the international andlong-distance telecommunications rendered to all categories of users**

** **
| **Direction**                            | ** ** | **Line  code** | ** ** | **In  minutes** | ** ** | **In rubles.** | ** ** |
|------------------------------------------|------------|----------------|------------|-----------------|------------|---------------------|------------|
| **Without  VAT**                         | ** ** | **VAT**        | ** ** | **Total**       | ** ** |
| **1**                                    | ** ** | **2**          | ** ** | **3**           | ** ** | **4**               | ** ** | **5** | ** ** | **6** | ** ** |
| International  telecommunications, total |       | 10             |       |            |       |                |       |   |   |   |   |
| Individuals                              |       | 20             |       |            |       |                |       |   |   |   |   |
| Self-sustained  organizations            |       | 30             |       |            |       |                |       |   |   |   |   |
| Budgetary  organizations                 |       | 40             |       |            |       |                |       |   |   |   |   |
| International  telecommunications, total |       | 50             |       |            |       |                |       |   |   |   |   |
| Individuals                              |       | 60             |       |            |       |                |       |   |   |   |   |
| Self-sustained  organizations            |       | 70             |       |            |       |                |       |   |   |   |   |
| Budgetary  organizations                 |       | 80             |       |            |       |                |       |   |   |   |   |
| total                                    |       | 90             |       |            |       |                |       |   |   |   |   |

 

Notes to the Forms:

1.               Rostelecom offers the Operator the blank of theForms 1.1-1.7 to be filled (in the Excel format). There is a front sheetsimilar to the front sheet filled in when the form is submitted to the forms ofthe state statistical reports attached in Appendix 6 of this Agreement.

2.               Destination (names of foreign countries andinternational zones) with classification according to OAO Rostelecom Tariffs ofLong-Distance and International Telecommunications and their codes is indicatedin lines of the Forms 1.1-1.6.

3.               In the columns “Tariff category”of the Forms 1.1-1.6 the conventional code of the entryaffiliation to the tariff category is indicated. The list of the codes is drawnup by OAO Rostelecom depending on the tariffs applied.

4.               The following codesystem is applied:

 

9

----

 
| 32                    | ** ** | **16**    | ** ** | **8**                   | ** ** | **4**  | ** ** | **2** | ** ** | **1** |
|-----------------------|------------|-----------|------------|-------------------------|------------|--------|------------|-------|------------|-------|
|                       |       |      |       |                    |       |        |
| Method of  connection |       | LD/ Inter |       | Working days/  weekends |       | Tariff |

 

**Method of connection:**

00 — Automatic method (automatic)

01 — International pay telephone (IPT) and automaticcall office (ACO)

10 — With the help of an operator without thepossibility of automatic connection (non-automatic destinations)

11 — With the help of an operator (delay)

**Type of connection:**

0 — Long-Distance telecommunication (highway)

1 — International telecommunication (foreigncountries)

**Day:**

0 — Working days

1 — Week-ends and holidays

**Tariff**

Thesmaller Tariff corresponds to the bigger code. The most expensive tariff shouldhave “0” code .

1.               In line “Traffic type”Traffic code is indicated: 1- automatic, 2- operator, 3- IPT and ACO.

2.               Lines “Line code”of Forms 1.1-1.7 are not filled in by the Operator.

10

----

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

**2.1. Service rendering,service payments, service arrears variation in __________, rubles, kopecks**
| ** **      | ** ** | ** **                  | ** ** | ** ** | ** ** | ** **                                                                               | ** ** | **Service arrears by**                                | ** ** | **Services rendered during the accounting month**            | ** ** | ** **                                        | ** ** | ** **                                                                                | ** ** | ** **                                        | ** ** |
|-----------------|------------|-----------------------------|------------|------------|------------|------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|-------------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **      | ** ** | ** **                  | ** ** | ** ** | ** ** | ** **                                                                               | ** ** | **the beginning of the  accounting month**  | ** ** | **Long-distance  telecommunications**                                                 | ** ** | **International  telecommunications**             | ** ** | **Service payments for  the accounting month**                        | ** ** |
| ** **      | ** ** | **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** | ** ** |
| **Description** | ** ** | **month**                   | ** ** | **year**   | ** ** | **Line  code**                                                                           | ** ** | **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** | ** ** | **15** | ** ** | **16** | ** ** |
|            |       |                        |       |       |       |                                                                                     |       |                                                            |       |                                                                                  |       |                                              |       |                                                                                      |       |                                              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total           |       |                        |       |       |       |                                                                                     |       |                                                            |       |                                                                                  |       |                                              |       |                                                                                      |       |                                              |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
| **Prepayment accounted for service  payments in the accounting month** | ** ** | **Service arrears  adjustment**                        | ** ** | **Debt write-off  connected with inventory**                                             | ** ** | **Service arrears by the end  of the accounting month** | ** ** |
|-----------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| **For the  services liable  to income tax  at the rate of 18%**   | ** ** | **For the  services  liable to  income tax** | ** ** | **For the  services liable  to income tax  at the rate of 18%** | ** ** | **For the  services  liable to  income tax **                          | ** ** | **For the  services liable  to income tax  at the rate of 18%** | ** ** | **For the  services  liable to  income tax ** | ** ** | **For the  services liable  to income tax  at the rate of 18%** | ** ** | **For the  services  liable to  income tax** | ** ** |
| **Total sum**                                                                                             | ** ** | **Including  VAT**                                          | ** ** | **at the rate  of 0%**                                                                   | ** ** | **Total sum**                                                                              | ** ** | **Including  VAT** | ** ** | **at the rate  of 0%** | ** ** | **Total sum** | ** ** | **Including  VAT** | ** ** | **at the rate  of 0%** | ** ** | **Total sum** | ** ** | **Including  VAT** | ** ** | **at the rate  of 0%** | ** ** |
| **17**                                                                                                    | ** ** | **18**                                                      | ** ** | **19**                                                                                                  | ** ** | **20**                                                                                     | ** ** | **10** | ** ** | **22** | ** ** | **23** | ** ** | **24** | ** ** | **25** | ** ** | **26** | ** ** | **27** | ** ** | **28** | ** ** |
|                                                                                                      |       |                                                        |       |                                                                                                    |       |                                                                                       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                                                                                                     |       |                                                        |       |                                                                                                    |       |                                                                                       |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

----

----

 

----

**2.2 Service prepayment flow in ________month, rubles, kopecks**

 
| ** **      | ** ** | ** **             | ** ** | ** ** | ** ** | ** **                                                      | ** ** | **Prepayment arrears by  the  beginning of the accounting month** | ** ** | **Prepayment received in  the  accounting month**                | ** ** | **Prepayment accounted for  service  payments in the accounting month** | ** ** |
|-----------------|------------|------------------------|------------|------------|------------|-----------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|
| ** **      | ** ** | **Prepayment  period** | ** ** | ** ** | ** ** | **For the services  liable to income  tax at the rate of  18%** | ** ** | **For the services  liable to income  tax at the rate of  0%**    | ** ** | **For the services  liable to income   tax at the rate of  18%** | ** ** | **For the services  liable to income  tax at the rate of  0%**          | ** ** | **Services liable to  income tax at   the rate of  18%** | ** ** | **Services liable to  income tax at  the rate of  0%** | ** ** |
| **Description** | ** ** | **Month**              | ** ** | **year**   | ** ** | **Line  code**                                                  | ** ** | **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** | ** ** | **15** | ** ** | **16** | ** ** |
|            |       |                   |       |       |       |                                                            |       |                                                              |       |                                                             |       |                                                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total           |       |                   |       |       |       |                                                            |       |                                                              |       |                                                             |       |                                                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 
| **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** | ** ** |
| **17**                                                                                                      | ** ** | **18**                                                                                                        | ** ** | **19**                                                                                                 | ** ** | **20** | ** ** | **21** | ** ** | **22** | ** ** | **23** | ** ** | **24** | ** ** | **25** | ** ** | **26** | ** ** | **27** | ** ** | **28** | ** ** |
|                                                                                                        |       |                                                                                                          |       |                                                                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                                                                                                       |       |                                                                                                          |       |                                                                                                   |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

----

----

 

**Notes:**

1.                                                Rostelecom offers the Operator the blank ofForm 2 to be filled (in the Excel format). There is a front sheet similarto the front sheet filled in when the form is submitted to the forms of thestate statistical reports attached in Appendix 6 of this Agreement.

2.                                                Columns “Description” and “Line code” are notfilled in by the Operator.

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

----

 

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

 
| **Rostelecom:**

 

General Director  OAO Rostelecom 

 

______________  D.Ye. Yerokhin   ______________ 200_   Seal here |   | **Operator:**

** **

**____________________  ___________________**

** **

**______________ ____________**______________ 200_   Seal here |
|--------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

** **

**Appendix No. 4**

**to Agreement No. _____ dt.**

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

1. Drawing up of invoices and submittal ofdocumentation on VAT

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

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. |       |
| 2                           |       | Company name (OAO Rostelecom)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |
| 2а                    |       | Legal address of the  company (Delegatskaya str. 5, 127091, Moscow)                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |
| 2б                    |       | TIN 7707049388 / KPP of  the direction of the company subsidiary, with which the Agreement is  concluded                                                                                                                                                                                                                                                                                                                                                                                                                          |       |
| 3                           |       | Dash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |
| 4                           |       | Dash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |
| 5                           |       | By invoicing (in a  single copy) by the receipt of prepayment or by the rendering of the services  at the expense of the earlier received prepayments — details of the  payment-accounting document (payment order), otherwise — dash                                                                                                                                                                                                                                                                                   |       |
| 6                           |       | Name of the client  (central agency)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       |
| 6a                          |       | Legal address of the  client (central agency)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       |
| 6b                          |       | TIN of the client / KPP  of the organization department of the client organization                                                                                                                                                                                                                                                                                                                                                                                                                                                |       |

 

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

24

----

 

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

The Operator draws up reports in respect of theservices of Rostelecom, the reports for the formation of sales and purchaselogs by Rostelecom. The reports for the formation of sales and purchase logsare drawn up in accordance with the Regulations of keeping log books of the receivedand composed invoices, sales and purchase logs by the adjustment of VAT,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 the Users during theaccounting period, as well as the invoices for the prepayment received from theUsers during the accounting period on account of the rendering of the servicesof Rostelecom. Besides, the Operator registers in the Report for the formationof the sales log the consolidated invoice for the cost of the services ofRostelecom, rendered to the population during the accounting period  and the sum of the prepayment received fromthe Users during the accounting period on account of the rendering of theservices of Rostelecom (see above). By the registration of such invoices incolumn 2 the client name “Population” is indicated, and columns 3, 3а, 3bof the Report are not filled. As regards the cost of the services of Rostelecomand the sum of the prepayment on account of the rendering of the services ofRostelecom, that were included into the consolidated invoices registered in theReport for the formation of the sales log, the Operator draws up a Registeraccording to Form 2 (at that, the sums included into the Register areassigned the numeration of the corresponding 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.               The Report for theformation of the sales log for the month under review (according to Form 1).The Report is presented in paper form (paper-bound, signed by the Director andChief Accountant of the Operator) and in the electronic form  (in the format DBF DBASE IV);

2.               The Report for theformation 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 andChief Accountant of the Operator) and in the electronic form  (in the format DBF DBASE IV);

3.               The Registers ofthe Services of Rostelecom and the prepayments included into the consolidatedinvoices registered in the Reports for the formation of the sales and purchaselogs in the accounting month (according to Forms 2 and 4). The Registers arepresented in the electronic form (in the format DBF DBASE IV).

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

The Reports for the formation of the sales andpurchase logs are presented no later than the 18th day of the month following the accountingmonth (bound — by courier). 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 theaccounting month.

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

In accordance with paragraph 7entry 1 of article 164 of the Tax Code of the Russian Federation the 0% VATrate is applied by the rendering of the services of Rostelecom for the officialuse by the international diplomatic and equated to them representatives or forpersonal use by the diplomatic or administrative and technical personnel of

25

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these representative offices,including the resident family members, provided the law of the correspondingforeign country establishes the similar order in relation to the diplomatic andequated to them representative offices of the Russian Federation and theiremployees or if the similar form is indicated in the international agreement ofthe Russian Federation.

At the time of the conclusionof the present agreement the list of the countries in relation to the  diplomatic representative offices andemployees of which the 0% VAT rate is applied, is established by the Letter ofMinistry of Taxation and Charges  of theRussian Federation No.RD-6-23/382 of 01.04.2003 (with amendments). If after the conclusionof the present Agreement the Letter of MTC of the Russian Federation No.RD-6-23/382 of 01.04.2003 is cancelled, in order todetermine the list of the countries in relation to the diplomatic representativesand employees of which the 0% VAT rate should be applied, other duly approvedand valid documents establishing the indicated list should be used. Thepossibility of the application of the 0% VAT rate to the foreign diplomaticrepresentative office is determined in accordance with the list valid at theday of the rendering of the services of Rostelecom.

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

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

The letter must contain thefollowing phrase: “This is to confirm that the long-distance andinternational telecommunications rendered by OAO Rostelecom (Delegatskaya str.5, 127091, Moscow) according to the public agreement No.______ dated_________________ by the list of subscriber numbers given below are intendedfor the official use by the representative office”. The letter must containthe list of the subscriber numbers by which the services of Rostelecom arerendered, in relation to which the 0% VAT rate is applied, in the format:   (code ABC, DEF) (subscriber number).

The Operator is obliged to providethe storing of the original of the indicated letters during the period of threeyears starting from the date of the end of the year in which the services ofRostelecom were rendered, and the presentation of these originals to Rostelecomin case of necessity.

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

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

In accordance with theRegulations of the application of the zero VAT rate by the selling of goods(works, services) for the official use by the foreign diplomatic and equated tothem representative offices or for personal use by the diplomatic oradministrative and technical employees of these representative offices,including the resident family members, established by the GovernmentalRegulation of the Russian Federation No.1033 of 30.12.2000, in order to provethe validity of the application of the 0% VAT rate in relation to the servicesof Rostelecom, rendered to the diplomatic and equated to them representativeoffices during the accounting period, the Operator must present to Rostelecom:

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

The Register is presented in paper form, signed by theDirector and Chief Accountant of the Operator, as well as in the electronicform (format DBF DBASE IV).

2.               The copies of theletters of the diplomatic and equated to them representative offices listed inthe Register, drawn up as indicated above and confirming that the Servicesof  Rostelecom are intended for theofficial use by the representative office or their  employees;

3.               The copies of theinvoices indicated in the Register, in which it must be indicated that theServices of Rostelecom were rendered with the application of the 0% VAT rate,with the mark “for diplomatic use”;

4.               The copies of theagreements with the diplomatic and equated to them representative officeslisted in the Register, concluded by the Operator on behalf of Rostelecom forthe rendering of the Rostelecom Services.

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

The indicated documents arepresented by the Operator no later than the 14th day ofthe month following the accounting month (faxed as hard copy).

26

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###### **Appendices**

 
| **Rostelecom:**General DirectorOAO Rostelecom****______________ D.Ye. Yerokhin  ______________ 200_  Seal here | ** ** | **Operator:____________________  ___________________  ______________ ____________**______________ 200_  Seal here |
|----------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------|

Form 1. The Report forformation of the sales log

Form 2. Register of theServices of Rostelecom and the prepayments on account of the rendering of theServices of Rostelecom, included into the consolidated invoices, registered inthe sales log.

Form 3. The Report forthe formation of the purchase log

Form 4. Register of theprepayments on account of the rendering of the Services of Rostelecom, includedinto the consolidated invoice, registered in the purchase log.

Form 5. Register of theservices which were rendered at 0% VAT rate.

27

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**Form 1**

###### **The Report for theformation of the sales log**

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

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

28

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

 

**The description of the fields for the DBF file**
| **Field name** | ** ** | **Name**       | ** ** | **Type, size** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|----------------|------------|----------------|------------|----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 1.             |       | Form           |       | N (2)          |       | Form number. Acquires the value of 41                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 2.             |       | Рeriod_d |       | С (7)    |       | Accounting period (MM.YYYY)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 3.             |       | 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 АСР (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. |   |
| 4.             |       | Sel_f_num      |       | С (21)   |       | Details of the seller’s invoice Number                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 5.             |       | Sel_f_date     |       | D              |       | Details of the seller’s invoice Date (DD.MM.YYYY)                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| 6.             |       | Cust_name      |       | С (180)  |       | Client name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 7.             |       | Cust_inn       |       | N (12)         |       | TIN of the client                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| 8.             |       | Cust_kpp       |       | N (9)          |       | KPP of the client                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| 9.             |       | Pr_brutto      |       | N (13.2)       |       | Sales total, including VAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 10.            |       | Pr_net_18      |       | N (13.2)       |       | Sales total, excluding VAT (rubles, kopecks) liable  to taxation at the rate of 18% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 11.            |       | Nds_18         |       | N (13.2)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 18% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 12.            |       | Pr_net_10      |       | N (13.2)       |       | Sales total, excluding VAT (rubles, kopecks) liable  to taxation at the rate of 10% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 13.            |       | Nds_10         |       | N (13.2)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 10% (5) of the sales                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| 14.            |       | Pr_net_0       |       | N (13.2)       |       | Tax-free sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| 15.            |       | Pr_net_20      |       | N (13.2)       |       | Sales total, excluding VAT (rubles, kopecks) liable  to taxation at the rate of 20% * (8) of the sales                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 16.            |       | Nds_20         |       | N (13.2)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 20% * (8) of the sales                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| 17.            |       | No_nds         |       | N (13.2)       |       | Sales exempt from taxation (rubles, kopecks)                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 18.            |       | Pay_priz       |       | N (2)          |       | Invoice indication (prepayment invoice-01/  service payment invoice-02)                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 19.            |       | Nds_priz       |       | N (1)          |       | Indication of services liable to taxation at the  rate of 0% VAT (1)                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 20.            |       | Cust_adr       |       | C(200)         |       | Legal address of the client (central agency)                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 21.            |       | Cust_Pay_d     |       | D              |       | Date of liquidation of seller’s invoice                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 22.            |       | 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).                                                                                                                                                                                                                                                                                                                                |
|                |            |                |            |                |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |        |  |  |  |  |  |  |

 

29

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**Form 2**

**Registerof the Services of Rostelecom and the prepayments on account of the renderingof the Services of Rostelecom, included into the consolidated invoices,registered in the sales log 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 |
| ***                                                                                                                                                                             |   | *** |
| ***                                                                                                                                                                             |   | *** |

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

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

| **Field name** | ** ** | **Name**       | ** ** | **Type, size** | ** ** | **Description**                                                                                                                                                                               |   |
|----------------|------------|----------------|------------|----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 1.             |       | Form           |       | N (2)          |       | Form number. Acquires the value of 42                                                                                                                                                    |   |
| 2.             |       | Рeriod_d |       | С (7)    |       | Accounting period (MM.YYYY)                                                                                                                                                                   |   |
| 3.             |       | Seq_n          |       | N (7)          |       | Sequence number                                                                                                                                                                               |   |
| 4.             |       | Subscrb_ID     |       | C(15)          |       | The unique identifier of the recipient of the bill.                                                                                                                                           |   |
| 5.             |       | User_fio       |       | С (80)   |       | Name of User                                                                                                                                                                                  |   |
| 6.             |       | Cust_adr1      |       | 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 (13.2)       |       | Cost of services (including VAT, rubles, kopecks)                                                                                                                                             |   |
| 10.            |       | Nds            |       | N (13.2)       |       | 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) |

 

30

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**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    |       |                  |       | *Total*                                  |       | 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 not filled.

** - the date of prepayment receipt.

*** - the last date of the service month.

**** - User’s details.

***** - Filled in connection to the advance payments for services with0%.VAT rate.

31

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**The description of the fields for the DBF file**
| **Field name** | ** ** | **Name**                 | ** ** | **Type, size** | ** ** | **Description**                                                                                                |
|----------------|------------|--------------------------|------------|----------------|------------|----------------------------------------------------------------------------------------------------------------|
| 1.             |       | Form                     |       | N (2)          |       | Form number. Acquires the value of 43                                                                     |
| 2.             |       | Рeriod_d           |       | С (7)    |       | Accounting period (MM.YYYY)                                                                                    |
| 3.             |       | Seq_n                    |       | N (7)          |       | 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.             |       | Cast_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 (13.2)       |       | Purchase total, including VAT (rubles, kopecks)                                                                |
| 14.            |       | Pr_net_18                |       | N (13.2)       |       | Purchase total, excluding VAT (rubles, kopecks)  liable to taxation at the rate of 18% (8)                     |
| 15.            |       | Nds_18                   |       | N (13.2)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 18% (8)                                        |
| 16.            |       | Pr_net_10                |       | N (13.2)       |       | Purchase total, excluding VAT (rubles, kopecks)  liable to taxation at the rate of 10% (5) of the sales   |
| 17.            |       | Nds_10                   |       | N (13.2)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 10% (5) of the sales                      |
| 18.            |       | Pr_net_0                 |       | N (13.2)       |       | Tax free purchases                                                                                             |
| 19.            |       | Pr_net_20                |       | N (13.2)       |       | Purchase total, excluding VAT (rubles, kopecks)  liable to taxation at the rate of 20% * (8) of the sales |
| 20.            |       | Nds_20                   |       | N (13.2)       |       | VAT amount (rubles, kopecks) liable to taxation at  the rate of 20% * (8) of the sales                    |
| 21.            |       | No_nds                   |       | N (13.2)       |       | Purchases exempt from taxation (rubles, kopecks)                                                               |
| 22.            |       | Nds_priz                 |       | N (1)          |       | Indication of services liable to taxation at the  rate of 0% VAT (1)                                           |

 

32

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**Form 4**

**Registerof the prepayments on account of the rendering of the Services of Rostelecom,included into the consolidated 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           |       | N (2)          |       | Form number. Acquires the value of 44          |
| 2.             |       | Рeriod_d |       | С (7)    |       | Accounting period (MM.YYYY)                         |
| 3.             |       | Seq_n          |       | N (7)          |       | Sequence number                                     |
| 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.             |       | Cast_Pay__n    |       | C(25)          |       | Details of the payment order Number                 |
| 10.            |       | Cust_Pay_d_d   |       | D              |       | Details of the payment order Date (DD.MM.YYYY)      |

 

33

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**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**                 | ** ** | **Number** |
| ** ** | ** ** | **1**        | ** ** | **2**                              | ** ** | **3**        | ** ** | **4**                      | ** ** | **6** |
|       |       | Х      |       | *Total*                            |       |         |       | Х                    |   | X |
|       |       | ***          |       | ***                                |       | ***          |       | ***                        |   | *** |
|       |       | ***          |       | ***                                |       | ***          |       | ***                        |   | *** |

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

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

 

The description of the fields for the DBF file
| **Field name** | ** ** | **Name**   | ** ** | **Type, size** | ** ** | **Description**                                |
|----------------|------------|------------|------------|----------------|------------|------------------------------------------------|
| 1.             |       | Form       |       | N (2)          |       | Form number. Acquires the value of 45     |
| 2.             |       | Seq_n      |       | N (7)          |       | Sequence number                                |
| 3.             |       | Prs_n      |       | С (50)   |       | Name of representative offices                 |
| 4.             |       | Embassy_n  |       | N (13.2)       |       | Cost of services                               |
| 5.             |       | Srv_period |       | C(21)          |       | Details of the invoice Number                  |
| 6.             |       | Sel_f_num  |       | D              |       | Details of the invoice Date                    |
| 7.             |       | Sel_f_date |       | C(15)          |       | Details of the letter of confirmation Number   |
| 8.             |       | Lettr_num  |       | D              |       | Details of the letter of confirmation Date     |
| 9.             |       | Pay_doc_d  |       | С (25)   |       | Details of the agreement with the users Number |
| 10.            |       | Contract_n |       | D              |       | Details of the agreement with the users Date   |

 

 

34

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**Appendix No. 5to Agreement No. _____ dated “___” _______________2006**

**Acceptance Act for Services RenderedUnder Contract No._________ dt.**

**for ______________ month _________**

This Act is drawn up between Rostelecom, OpenJoint-Stock Company for Long-Distance and International Telecommunications,hereinafter, “Rostelecom”, represented by ____________________ authorizedto act by Power of attorney No._______________________ dated __________ onthe one part, and ___________________________________________, hereinafterreferred to as “Operator” represented by_________________________________,acting on the ground of _______________________________________, hereinafteraltogether referred to as the “Parties”, confirming the following servicesrendered by Operator to Rostelecom:
| ** **   | ** ** | ** **                       | ** ** | **Basis for the calculation of the service  cost** |
|--------------|------------|----------------------------------|------------|----------------------------------------------------|
| **Ref. No.** | ** ** | **Service Description**          | ** ** | **Title**                                          | ** ** | **Value** |
| **1**        | ** ** | **2**                            | ** ** | **3**                                              | ** ** | **4** |
| 1            |       | Services according to Appendix 2 |       |                                               |   |   |
| Total        |       |                             |       |                                               |   |   |

** **
| **Service  Tariff, rubles/pcs** | ** ** | **Service Cost inc. VAT, rubles** | ** ** | **Including VAT, rubles** |
|---------------------------------|------------|-----------------------------------|------------|---------------------------|
| **5**                           | ** ** | **6**                             | ** ** | **7**                     |
|                            |       |                              |       |                      |
| Total                           |       |                              |       |                      |

**The rendered services cost aggregated  ________, including VAT _______.**

**The services were presented properly and according toAgreement terms.**

 
| **Rostelecom:**  | ** **     | **Operator:** |       |
|------------------|----------------|---------------|------------|
|             |           |          |       |
|             |           |          |       |
| General Director |           |          |       |
| ** **       | ** **     | ** **    | ** ** |
| OAO Rostelecom   |           |          |       |
|             |           |          |       |
|             |           |          |       |
|             | D.Ye. Yerokhin |          |       |
|             | 200__          |          | 200__      |
| Seal here        |           | Seal here     |       |

 

36

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**Appendix No. 6to Agreement No. _____dated “___” _______________2006**

**List of Reporting Forms**

1. Operator provides theinformation for forming the OAO Rostelecom reports based on the next forms ofstate statistics reporting:

1                  F 88 Outgoingpayable exchange data - presented monthly

2                  F 4 Data ofexchange over the telecommunication networks - presented once in a quarter

3                  F 12 Data ofincomes of communication companies - presented monthly

4                  F 65 Data ofincomes from telecommunications - presented once in a quarter

**The order of data presentation tothe Rostelecom Main Computer Center**

Information regarding statistical reporting istransmitted to the Rostelecom Computer Center as a universal pattern.

While working out the title list of the sample, it isnecessary to put the unique number of the entity, registered by the ComputerCenter for the data that have to be registered in the statistic accounts formsof OAO Rostelecom.

The terms of providing forms to Rostelecom ComputerCenter:
| **form No.** | ** ** | **Terms of data presentation to  Computer Center by the Operator** |
|--------------|------------|--------------------------------------------------------------------|
| 12           |       | 7                                                                  |
| 4            |       | 7                                                                  |
| 88           |       | 5                                                                  |
| 65           |       | 27                                                                 |

 

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

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

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

37

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2. The accounting documents within the framework of the InformationCollection and Checking System (ICCS), submitted to Svyazinvest:

1                  “Accountsreceivable for the Telecommunication Services rendered to the institutions andorganizations subsidized from the Federal budget”

The report “Accounts receivable for theTelecommunication Services rendered to the institutions and organizationssubsidized from the Federal budget” is submitted to the analysis department ofthe Commercial Direction of OAO Rostelecom before the 15th day of the month following the accountingmonth in the form established by the OAO Svyazinvest. The data must besubmitted in the written and electronic form to the following addresses: Fax:973-99-38,e-mail: Shuwaewa @rt.ru

Contact Tel: 973-99-68

2                  “The analysis ofthe state of the accounts receivable”

 
| **Rostelecom:**  | ** **     | **Operator:** |       |
|------------------|----------------|---------------|------------|
|             |           |          |       |
|             |           |          |       |
| General Director |           |          |       |
| ** **       | ** **     | ** **    | ** ** |
| OAO Rostelecom   |           |          |       |
|             |           |          |       |
|             |           |          |       |
|             | D.Ye. Yerokhin |          |       |
|             | 200__          |          | 200__      |
| Seal here        |           | Seal here     |       |

 

38

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**AppendixNo. 7to Agreement No. _______**dated “__” __________ 2006

**PARTIES MUTUAL SETTLEMENTPROCEDURE**

1                       The monetary obligationsof the Operator to Rostelecom (para. 4.1.1 of the Agreement).

1.1                        Within the termbefore the 25th day ofthe Billing period the Operator must transfer to Rostelecom one hundred percent (100%) of the Accrued income for the month preceding the Billing periodfor the Telecommunication Services rendered during all periods preceding theBilling period, in accordance with the Operator’s Report.

1.2                        Irrespective ofany provision of para. 1.1 of this Appendix 7 contradicting the understated,before the 25th day of the Billing period the Operator must transfer toRostelecom, irrespective of the amount of payment received in the monthpreceding the Billing period, no less than the Minimal payment in the amount of50 % of the Accrued income for the Services rendered during the month precedingthe Billing period (para. 4.1.1 of the Agreement).

1.3                        Rostelecompresents to the Operator the invoice for the payment of the Revenue earned, forthe amount determined with the consideration of para. and 1.2. hereof, beforethe 20th day of the Billing period.

2                       The monetaryobligations of Rostelecom to the Operator (para. 4.1.2. of the Agreement).

2.1                       Rostelecom isobliged to pay to the Operator the consideration for the services rendered bythe Operator to Rostelecom in accordance with para. 2.2 and theremuneration for the fulfillment by the Operator of the commission specified inpara. 2.1. of Section 2 of this Agreement, within the terms and inthe amount stated below. The total sum of the monetary obligations of Rostelecomfor the services rendered to Rostelecom by the Operator in accordance withpara. 2.2 and the remuneration for the commission performed by theOperator, specified in para. 2.1. of Section 2 of the Agreement, inevery corresponding period is calculated on the basis of the Acceptance Actssigned by the Parties for the corresponding periods.

2.2                       Within the termbefore the 25th day ofthe Billing period Rostelecom is obliged to transfer to the Operator thepayment in the amount **Y**, which equalsthe sum of the payments not transferred by Rostelecom by the above indicateddate of payment for the services under the Agreement rendered Rostelecom by theOperator during all the periods preceding the corresponding Billing period, thecost of which has been estimated in accordance with Appendix 2 to theAgreement. At that, the maximum amount of payment **Y,**dueto transfer in every Billing period equals **M**, the valuecalculated for every Billing period by the following formula:

**M = A****received**** - A****min**. where

**М**—is the maximalvalue of payment **Y** due to payment to the Operatorby Rostelecom  in the correspondingBilling period.

**A****received ****—**is the Revenue earned in themonth preceding the Billing period, in accordance with the Operator’s Report,for the Telecommunication Services rendered by Rostelecom to the Users duringall periods preceding the Billing period.

**A****min.****—**the amount of theMinimal payment, in accordance with para. 1.2. hereof.

The calculated payment **Y** is included into the cost of the services rendered by theOperator to Rostelecom under this Agreement for all periods of its validity, inthe part in which these services were not paid for by the moment of thecalculation of the payment. The Parties agree that in the first place thepayments account for the services rendered during the earlier periods.

2.3                        Rostelecomtransfers to the Operator the payments, in accordance with para. 2.2.hereof, until the amount of all payments transferred by Rostelecom inaccordance with this para. 2 equals the total cost of the servicesrendered by the Operator to Rostelecom under this Agreement.

39

----

2.4                        The Operatorpresents to Rostelecom the invoices for the payments specified inpara. 2.2. hereof, for the sums calculated in accordance with thementioned paragraph, before the  20th day of the month in which the correspondingpayment is due to be performed.

3                       In order tocancel (partially cancel) the obligations indicated in para. 1 and 2hereof, as well as the obligations of Rostelecom to the Operator arising fromthe Contract on connection of telecommunications networks No. _____________in the redaction dated _____________ (hereinafter—“Contract on connection”),the Parties agree upon monthly offsetting of claims by means of signing OffsetActs on the dates when such obligations must be fulfilled in accordance withthis Agreement and the Contract on connection.

 
| **Rostelecom:**  | ** **     | **Operator:** |       |
|------------------|----------------|---------------|------------|
|             |           |          |       |
|             |           |          |       |
| General Director |           |          |       |
| ** **       | ** **     | ** **    | ** ** |
| OAO Rostelecom   |           |          |       |
|             |           |          |       |
|             |           |          |       |
|             | D.Ye. Yerokhin |          |       |
|             | 200__          |          | 200__      |
| Seal here        |           | Seal here     |       |

 

40

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**Appendix No. 8**

**to Agreement No. _______**

dated __________

### **Procedure forChecking Operator for the Correct Performance of the Agreement Term**

1                      ThisAppendix defines the list of activities necessary to be taken by the Parties(Rostelecom and the Operator) to control the completeness and correctness ofthe bills  drawn up to the Users for theTelecommunication Services rendered on behalf of  Rostelecom.

2                      ThisAppendix defines the methods of controlling the data about the Long-Distanceand international Traffic and the correctness of the drawing up the bills tothe Users.

3                      The controlcan be initiated for the Reporting Period within the validity of the currentAgreement providing of observing the statute of limitation, prescribed by thelaw of the Russian Federation.

4                      The reasonsfor the beginning of implementation the control measures are:

4.1                       discrepanciesof the total cost parameters of the Rostelecom and Operator reports, exceeding3% relatively to the indices of the Rostelecom,

4.2                       complaintsfrom the Users.

4.3                       Worseningof the financial result for OAO Rostelecom.

5                  The followingactions can be performed in the control:

5.1                          Controlof billing and account data;

5.2                          Detailedreconciliation

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 Receivables due fromUsers and so on.

6                                Controlof billing and account data

6.1                       The reason for control of the billing andaccounts data is the discrepancy of cost parameters of the Operator’s Reportand data available to Rostelecom.

6.2                       Rostelecom forms and direct to the Operator comparativeanalysis of the Operators Reports (tables 1.1-1.6 Appendix 2 hereto) andRostelecom data form table 1 (Excel format) of this Appendix, marking outdirections (no more than 5), on which the discrepancies are the largest.

6.3                       The Operator within 3 working days conducts acounter analysis of the Report according to the form of Table 1 of thisAppendix for observing the tariffication conditions while billing:

6.3.1                        Minimum non-tariffed limit,

6.3.2                        type of the traffic round-off,

6.3.3                        Tariffs applied,

6.4                       If one of the Parties discovers a mistake onthis stage and its correction results in the elimination of the discrepancies,the Parties approve the date of the mistake correction and the date ofrebilling and the necessity for the correction of the bills drawn up for theUsers.

6.5                       If themistake was not found or its correction didn’t remove the discrepancies, thenthe Parties fix such discrepancies in Reconciliation Report.

7                                Detailedreconciliation

7.1                                The ground for the detailed reconciliation arediscrepancies fixed in the Reconciliation Report on the stage of reconciliationof billing and discrepancy accounts.

36

----

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

7.2.1                        timefactors (month, week, day, hour and so on),

7.2.2                        ancillaryparameters (switchboards, trunks, numbering capacity),

7.2.3                        aspect ofthe detailed reconciliation,

7.2.4                        size ofthe detailed reconciliation,

7.2.5                        dataexchange type.

7.3                       The formatsample for accordance of measured service data for a detailed revise, indicatedin Table 2 of the Appendix, can be changed depending on technical abilities ofthe Parties. Detailed reconciliation is conducted under the agreement of theParties using the resources of Rostelecom and/or Operator. The results of thereconciliation, performed by Rostelecom, send to the address of Operator notlater than after 7 working days from matching of the operation factors,indicated in para. 7.2 of the Appendix.

7.4                        Theparties conduct analysis of the results of the detailed reconciliation. If oneof the Parties discovers a mistake on this stage and its correction results inthe elimination of the discrepancies, the Parties approve the date of themistake correction and the date of rebilling and the necessity for the correctionof the bills drawn up for the Users.

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

7.5.1                        Anotheraddition, ancillary parameters of the revise are selected (repeated executionof the stage of the detailed reconciliation),

7.5.2                        comprehensivetechnical study should be performed.

8                      Comprehensivetechnical study.

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

8.2                       In thecontext of the comprehensive technical study it can be realized by theassociated Parties:

8.2.1                        verificationof capacity for work of communication channels;

8.2.2                        verificationof the recording completeness  of thetariff files;

8.2.3                        verificationof recording conditions of the tariff files;

8.2.4                        registrationof the probing calls;

8.2.5                        verificationof the routing Regulations;

8.2.6                        verificationof the software, used in the system of collection and processing of tariffinformation and so on;

8.2.7                        usingindirect 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. Dedicated reconciliation form**
|                    | ** ** | ** **           | ** ** | ** **                | ** ** | ** **          | ** ** | **Rostelecom data** | ** ** | **Operator data** | ** ** | **Discrepancies** | ** ** |
|--------------------|------------|----------------------|------------|---------------------------|------------|---------------------|------------|--------------------------|------------|------------------------|------------|-------------------|------------|
| **User  category** | ** ** | **Tariff  category** | ** ** | ** Direction ** | ** ** | **Direction  code** | ** ** | **min**                  | ** ** | **tariff**             | ** ** | **Total**         | ** ** | **min** | ** ** | **tariff** | ** ** | **Total** | ** ** | **min** | ** ** | **%  (rubles)** | ** ** |
|                    |       |                 |       |                      |       |                |       |                     |       |                   |       |              |       |   |   |   |   |   |   |   |   |   |   |
|               |       |                 |       |                      |       |                |       |                     |       |                   |       |              |       |   |   |   |   |   |   |   |   |   |   |

 

37

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**Table 2. Format of call service data**

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

----

*                    fill-inspaces are marked

1.                  FieldTel_A*: Number of the subscriber А phone

2.                  FieldTel_B*: Number of the subscriber B phone

3.                  FieldMn_I*: Mnemonics of incoming group of channels

4.                  FieldMn_O*: Mnemonics of outgoing group of channels

5.                  FieldDate*: Date of the call beginning (DDММYY)

6.                  FieldTime*: Time of the call beginning (HHММSS)

                           Field D_sec*: Call duration(in seconds)

 
| **Rostelecom:**  | ** **     | **Operator:** |       |
|------------------|----------------|---------------|------------|
|             |           |          |       |
|             |           |          |       |
| General Director |           |          |       |
| ** **       | ** **     | ** **    | ** ** |
| OAO Rostelecom   |           |          |       |
|             |           |          |       |
|             |           |          |       |
|             | D.Ye. Yerokhin |          |       |
|             | 200__          |          | 200__      |
| Seal here        |           | Seal here     |       |

 

38

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**Appendix No. 9**

**to Agreement No. _______**

dated ____________

**REGULATIONS**

**for Handling of Receivables and Payables and Orderof Receivables and Payables Write-Off**

**1              Terms and Definitions**

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

1.2                       Overdue Receivables—Receivables due fromUsers not settled during the term specified in the agreement (invoice). TheOverdue Receivables fall into Receivables Real for Collection, Bad Receivables.

1.3                       Receivables Real for Collection—OverdueReceivables in relation to which there exist grounds for considering it to bevoluntary paid within reasonable time, or enforced by action.

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

1.5                       Qualified Bad Receivables—OverdueReceivables collection of which is impossible due to the following reasons:

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

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

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

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

1.6                       Payables due Users—indebtedness ofRostelecom towards individuals in the amount of funds received on account ofoncoming long-distance and international telecommunications. Payables due Usersare reflected in the books of Rostelecom and the Operator.

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

1.7.1                        thelimitation period in relation to indebtedness has elapsed;

1.7.2                        thecreditor has withdrawn due to liquidation (legal entity) or death (individual).

**2              General**

# 2.1                       These Regulations determine procedure ofhandling by the Operator of Receivables due from Users emerged in relation torendering by the latter of long-distance and international telecommunications.

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

**3              Reconcilement of Indebtedness**

3.1                       Reconcilementof Receivables due from Users and Payables due Users as per data of Rostelecomand the Operator is conducted on the basis of Operator’s Report information(form 2 of Appendix 3 to the Agreement). Approval of Operator’s Report byRostelecom simultaneously implies approval of the Operator’s data on amount ofReceivables due from Users and Payables due Users.

45

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**4              Adjustment of Indebtedness**

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

4.2                       Inaccordance with the present article, it is required to conduct adjustment ofmisstatements of Receivables due from Users and Payables due Users, which haveemerged in the result of:

4.2.1                       errors ofthe Operator during classification of monetary funds received from users;

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

4.3                       Thecorrection of the indebtedness can be performed on a monthly basis, from January 01to September 30 of each year.

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

4.4.1                        List of adjustments of Receivables due fromUsers and Payables due Users as per Form 1 of the Regulations;

4.4.2                        Copies of documents confirming necessity ofadjustment of Receivables due from Users and Payables due Users (acts ofsettlements reconcilement, invoices, payment documents, claims, judicialdecisions, etc.);

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

The documents aresubmitted by the Operator along with Operator’s Report (Appendix No. 3 tothe Agreement) for April and July of each year on paper andelectronically (Excel format, excluding copies of documents confirmingnecessity of adjustment of Receivables due from Users and Payables due Users).

4.5                       Rostelecomstudies the documents submitted by the Operator and, provided comments areabsent, approves them within 45 days from the date of submitting. The approvalimplies a respective endorsement on List of adjustments of Receivables due fromUsers 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.

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

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

**5              Inventory of Indebtedness**

# 5.1                       Annually, as of September 30 of eachyear, the Operator carries out inventory of Receivables due 1from Users andPayables due Users. The inventory is taken in accordance with inventorynormative documents in force for the moment of its taking. For the moment ofsigning of the Contract, Guidelines on inventory of property and financialliabilities, approved by Order of RF MF No.49 dated 13.06.1995, serve as suchdocument.

# 5.2                       As per results of inventory the Operatordraws up:

# 5.2.1                        Inventory Deed as per Form 3 of theRegulations;

# 5.2.2                        Appendices to Inventory Deed as per Form 4of the Regulations;

# 5.2.3                        List of adjustments of Receivables due fromUsers and Payables due Users as per Form 1 of the Regulations;

# 5.2.4                        copies of documents confirming necessity ofadjustment of Receivables due from Users and Payables due Users (acts ofsettlements reconcilement, invoices, payment documents, claims);

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

46

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Documents are submitted by the Operator on paper(excluding Appendices to Inventory Deed) and electronically (Excel format,except document copies confirming the necessity of adjustment of Receivablesdue from Users and Payables due Users) not later than January 31 of theyear which follows the year the inventory is taken as of September 30.

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

Approval of the said documents by Rostelecom implies:

·                  approvalby Rostelecom of inventory results;

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

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

·                  notificationon approval of inventory results and adjustments of Receivables due from Usersand Payables due Users in an optional form. The said notification, among otherthings, must contain information on the period (month) during which adjustmentsare made 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 comments on thedocuments 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.

5.4                       On thebasis of Inventory Deed and List of adjustments of Receivables due from Usersand 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).

5.5                       Ifadjustments of indebtedness are related to adjustments of Received Profit forprevious periods, the amount of the adjustments is considered in the course of settlementby the Parties during the period adjustments are introduced.

**6              Order of Collection of OverdueReceivables**

6.1                       In relationto Users with Overdue Receivables, all legal measures are applied, aimed atcollection of Receivables by the Operator from Users (including: use of anautomatic informator (telephone calls), suspension communication networkaccess, restriction of access to certain types of services rendered byRostelecom, forwarding of warning letters (claims), bringing of suits incourts). During settlement of issues of principal debt amount repayment it isallowed to draw up and signing with Users of schedules of repayment ofindebtedness and penalty accrued in accordance with conditions of theagreement, on the basis of which the Users are rendered telecommunications byRostelecom and/or in accordance with current law.

6.2                       In case ofoverdue fulfillment by the User of their liabilities to pay fortelecommunications rendered by Rostelecom, accrual of penalty is carried out inaccordance with conditions of the agreement, on the basis of which the Usersare rendered telecommunications by Rostelecom and/or in accordance with currentlaw. Nevertheless, in any case, the Operator must not collect penalty in ajudicial procedure in part exceeding 100% of the principal debt amount of acorresponding User for telecommunications rendered by Rostelecom.

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

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

6.3.2                        Not laterthan 20 days after measures indicated in para. 6.3.1. have been taken, theOperator suspends access to Rostelecom services and restricts access to certaintypes of services rendered by Rostelecom in accordance with public Offering (AppendixNo.1).

6.3.3                        Not laterthan 20 days after the measures indicated in para. 6.3.2. have been takenby the Operator, proceeding in accordance with the current regulatorydocuments, the Operator forwards to Users with Overdue Receivables, writtenclaim regarding presence and amount of Overdue Receivables indicating termduring which such Overdue Receivables should be settled.

47

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6.4                       In case after the measures indicated inpara. 6.3. the Overdue Receivables were not settled, the Operator, on thecondition of the receipt from Rostelecom of a copy of the payment order for thepayment of the state duty with the bank’s mark about the fulfillment of thepayment order, in accordance with para. 6.6. hereof, no later than within130 days from the dispatch to the User with Overdue Receivables, of a writtenclaim indicated in para. 6.3.3. hereof, directs to the court of generaljurisdiction (for individual Users) or the arbitration tribunal (forUsers-legal entities or individual entrepreneurs acting without the formationof a legal entity) a writ for the collection of the Overdue Receivables fromthe User in question.

6.5                       Not less than 14 calendar days prior to filinga suit specified in para. 6.4. of the present Regulations, the Operatormust forward to Rostelecom information on (1) presence of OverdueReceivables in relation to corresponding Users with on line of pre-trialmeasures taken by the Operator aimed at collection of Outstanding Receivablesby the Operator from Users, (2) amount of state duty due for payment inrelation to corresponding claims with indication of payment details andpurpose.

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

6.7                       After the coming into effect of the courtdecision on the collection of the Overdue Receivables, the Operator is obliged,in the framework of executive proceedings, to undertake the actions requiredfor the receipt of the former from the corresponding User.

**7              Writing-off of Receivables duefrom Users and Payables due Users**

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

7.2                       Writing-offof indebtedness is carried out on the basis of inventory of Receivables duefrom Users and Payables due Users conducted on the basis of Article 5 ofthe present Appendix. The amount of Qualified Bad Receivables and UncalledPayables due Users subject to writing-off is determined on the basis ofInventory Deed drawn up by the Operator during inventory.

7.3                       During 45days from the receipt of notification on approval of inventory results andadjustments of Receivables due from Users from Rostelecom, the Operator isobliged to forward to Rostelecom the following documents related to QualifiedBad Receivables and Uncalled Payables due Users, indicated in the InventoryDeed:

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

7.3.2                        copies ofdocuments pursuant to written grounding for writing-off of indebtedness;

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

7.3.4                        List ofindebtedness being written-off as per form 7.

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

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

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

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

7.5                       On thebasis of Statement of Rostlecom Board Decision on writing-off of Receivablesdue from Users and Payables due Users, Register of written grounding forwriting-off of indebtedness and List of indebtedness being written-off drawn upon the basis of the said groundings approved by Rostelecom the Partieswrite-off the indebtedness in the accounting records. During the same month thewritten-off indebtedness is included into forms 2.1 and 2.2 of the Operator’sReport (Appendix No.3 to the Agreement).

7.6                       Thewritten-off Receivables due from Users are reflected off-balance during fiveyears from the moment of writing-off. In case money are received in return ofsuch indebtedness the Operator submits to Rostelecom a Report on 

48

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                                      monetaryfunds received in return of written-off Receivables as per Form 8. TheReport is submitted along with Operator’s Report for the period during whichthe 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.

 
| **Rostelecom:**  | ** **     | **Operator:** |       |
|------------------|----------------|---------------|------------|
|             |           |          |       |
|             |           |          |       |
| General Director |           |          |       |
| ** **       | ** **     | ** **    | ** ** |
| OAO Rostelecom   |           |          |       |
|             |           |          |       |
|             |           |          |       |
|             | D.Ye. Yerokhin |          |       |
|             | 200__          |          | 200__      |
| Seal here        |           | Seal here     |       |

 

49

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|              | **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             |       |                  |       |                                                                     |       |                                                                                                                                                      |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

52

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| 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             |       |                                       |       |                                                                     |       |                                                                                                                                                  |       |                                                                                                                                                       |       |                                                                                                                                                             |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

53

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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** |
|                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                          |   |   |   |   |   |   |   |   |   |   |

 

54

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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)** |

 

55

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**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)** |

 

56

----

 

#### **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** | ** ** |
|                   |       |                        |       |              |       |                    |       |                                                                                               |       |   |   |   |   |   |   |   |   |   |   |   |   |
|              |       |                        |       |              |       |                    |       |                                                                                               |       |   |   |   |   |   |   |   |   |   |   |   |   |

 

57

----

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   |

 

 

 

 

58

----

 
|              | ** ** | ** ** | **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:

 

1.1             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);

1.2             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”;

1.3             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.

59

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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.

60

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|            | **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: |       |       |       |

 

61

----

 
| 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 inPart 2 on (indicate the number of) pages.
| **Director**         | **(Full  name)** |
|----------------------|------------------|
| ** **           | ** **       |
| **Chief accountant** | **(Full  name)** |

 

 

62

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**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)** |

** **

63

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**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)** |

 

64

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**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)** |

* *

65

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**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 |   |
|              |       |                                   |       |                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                   |       |                                   |       |                                    |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

 

66

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Appendix No. 10

to Agreement No.          dt.

**Procedure for Parties’ Handlingof User Claims (Complaints)**

**Related to Providing/Failure toProvide Telecommunications**

1                                In case of presentation verbal or written claim(complaint) by User on providing / no providing Telecommunications, Operatorregisters such claim in accordance with the stated internal regulations andrealize next steps:

1.1                 Operator verifies the fact of ascertainment oflong-distance and international communication because of providing telecommunicationsbased on Operators equipment data.

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

1.3                 In case if User claims (complaints) for qualityof the telecommunications and after realization of measures, indicated in para.1.1 are not withdrawn, then Operator works with Rostelecom in next procedure:

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

1.5                 Operator sends to Rostelecom an inquiry usinge-mail or fax (e-mail:                              ,fax No.             ).The inquiry contains:

1.5.1                        Subscriber number of the User, presented theclaim (complaint);

1.5.2                        Date and Moscow time of connection;

1.5.3                        Called number;

1.5.4                        Duration of providing telecommunications,

1.5.5                        Amount to be paid.

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).

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

1.8                       In case of confirming validity of User claims(complaints), Operator cancels the respective bills.

1.9                       Upon necessity, the results of the handling ofclaims (complaints) are sent by Rostelecom to the Operator.

 
| **Rostelecom:**  | ** ** | ** **     | **Operator:** | ** ** | ** ** |
|------------------|------------|----------------|---------------|------------|------------|
| ** **       | ** ** | ** **     | ** **    | ** ** | ** ** |
| ** **       | ** ** | ** **     | ** **    | ** ** | ** ** |
|             |       |           |          |       |       |
| General Director |       |           |          |       |       |
|             |       |           |          |       |       |
| OAO Rostelecom   |       |           |          |       |       |
| ** **       | ** ** | ** **     | ** **    | ** ** | ** ** |
|             |       |           |          |       |       |
|             |       | D.Ye. Yerokhin |          |       |       |
|             |       |           |          |       |       |
|             |       | 200__          |          |       | 200__      |
|             |       |           |          |       |       |
| Seal here        |       |           | Seal here     |       |       |

 

66

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**Appendix11to Agreement No.         dated                       2006**

**Procedure for Conclusion of Agreements with Users for RenderingTelecommunications**

**1****                ****GENERAL REQUIREMENTS TO THEFULFILLMENT OF THE COMMISSION**

Bythe conclusion of the agreements with the Users for the rendering oftelecommunications on behalf of and at the expense of Rostelecom theOperator  is not entitled to deviate fromthe conditions of the agreements on the rendering of telecommunications,approved by the Parties in accordance with the provisions of paragraphs 3.1.4.and 3.3.14. of the Agreement.

**2****                ****CONCLUDING AGREEMENTS WITHUSERS**

2.1                       On appeal of a User (or their representativeduly empowered) to the Operator with the aim of concluding an agreement for therendering of long-distance and international Telecommunication Services, theOperator must immediately conclude an agreement with such User in the format,approved by the Parties.

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

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

The Operator within theframework of presenting the Operator’s Report on the Agreement providesinformation about the agreements with the Users — legal entities concludedduring the Accounting period.

 
| **Rostelecom:**  | ** ** | ** **     | **Operator:** | ** ** | ** ** |
|------------------|------------|----------------|---------------|------------|------------|
| ** **       | ** ** | ** **     | ** **    | ** ** | ** ** |
| ** **       | ** ** | ** **     | ** **    | ** ** | ** ** |
|             |       |           |          |       |       |
| General Director |       |           |          |       |       |
|             |       |           |          |       |       |
| OAO Rostelecom   |       |           |          |       |       |
| ** **       | ** ** | ** **     | ** **    | ** ** | ** ** |
|             |       |           |          |       |       |
|             |       | D.Ye. Yerokhin |          |       |       |
|             |       |           |          |       |       |
|             |       | 200__          |          |       | 200__      |
|             |       |           |          |       |       |
| Seal here        |       |           | Seal here     |       |       |

 

67

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