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














                                   REGULATIONS

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

                             (restated version No.1)



















                                     Moscow
                                      2002



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                             1. General Provisions

     1.1. These Regulations on the Management Board (hereinafter, "Regulations")
shall, in accordance with the Civil Code of the Russian Federation,  the Law "On
Joint-Stock  Companies"  and the  Charter of the  Company,  determine  the legal
status of the Management Board of the Company and of its members,  including the
term and procedure for the convocation and holding of meetings of the Management
Board, as well as the decision-making procedure.

     1.2. The  Management  Board is a collegial  executive  body of the Company,
which carries out the management of day-to-day activities of the Company.

     1.3.  Members of the Management Board shall be appointed by decision of the
Board of Directors of the Company for a term not exceeding  five (5) years.  The
same member of the Management  Board may be reappointed for an unlimited  number
of terms.  The  appointment  shall be deemed  effective from the moment when the
relevant decision is adopted by the Board of Directors.

     The candidates  for the  Management  Board shall be selected by the General
Director  of the  Company  from  among the  Deputies  of the  General  Director,
executive  directors,  heads of the Company's  structural  subdivisions  and the
Company's shareholders and their representatives.

     The  powers of a member of the  Management  Board may be  subject  to early
termination:

     -    by decision of the Board of Directors;

     -    in the event that a member of the Management Board voluntary  resigns,
          of which a member of the  Management  Board shall notify other members
          of the Management Board and the Company;

     -    in the  event  that a  member  of the  Management  Board  dies,  or is
          declared  missing or dead in accordance with the procedure  stipulated
          by the applicable legislation;

     -    in  accordance  with an  effective  court  judgment  or decision of an
          authorized  governmental body on termination of the powers of a member
          of the Management Board.



         2. Purpose and Principles of Operation of the Management Board

     2.1.  The  purpose  of  the  Management   Board  activities  shall  be  the
procurement of the Company's effective operation.

     2.2. In order to accomplish its purpose,  the Management Board shall adhere
to the following principles:

     -    prompt making of the most  objective  decisions for the benefit of the
          Company and its shareholders;

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     -    fair,  timely and efficient  fulfillment of resolutions of the General
          Shareholders Meeting and the Board of Directors of the Company.

                       3. Chairman of the Management Board

     3.1. The functions of the Chairman of the Company's  Management Board shall
be  performed  by the  person  carrying  out  the  functions  of  the  Company's
individual executive body.

     3.2. The Chairman of the Management Board shall organize and chair meetings
of the Management Board, sign all documents on behalf of the Company and minutes
of  meetings  of the  Management  Board  and  act  on  behalf  of the  Company's
Management Board without a power of attorney.

     3.3. If prompt decision-making on any matter is required, in the absence of
the Chairman of the Management  Board, the person acting as the General Director
of the Company shall organize and chair the meeting of the Management  Board and
sign the minutes of the meeting.


                      4. Secretary of the Management Board

     4.1. The Secretary of the Management Board of the Company shall provide for
the record keeping related to the operation of the Company's Management Board.

     The  Secretary of the  Management  Board shall be appointed or dismissed by
the person carrying out the functions of the Company's individual executive body
as recommended by the Management Board on the basis of a decision, approved by a
majority of votes of the Management Board members participating in the meeting.

     4.2. The  Secretary of the  Management  Board may be dismissed at any time
and a new Secretary of the Management  Board may be appointed in accordance with
the  procedure  set forth in  Section  4.1  hereof  for the  appointment  of the
Secretary of the Management Board.

     In  the  absence  of the  Secretary  of the  Management  Board,  his or her
functions shall be imposed on another person in the manner  specified in Section
4.1 hereof for the appointment of the Secretary of the Management Board.

     4.3. The Secretary of the Management Board shall have the right:

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

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

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     4.4. The Secretary of the Management Board shall:

     -    keep and draw up minutes of meetings of the Management Board;

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

     -    notify  members  of  the  Management   Board  about  meetings  of  the
          Management  Board in accordance with the procedure and within the term
          specified in these Regulations;

     -    provide the members of the Management  Board with materials  necessary
          for  consideration  of  the  issues  on  agenda  of  meetings  of  the
          Management  Board in accordance with the procedure and within the term
          specified in these Regulations;

     -    make extracts from minutes of meetings of the Management Board; and

     -    perform other functions specified in these Regulations.

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

     The amount of remuneration and compensation payable to the Secretary of the
Management  Board shall be determined by the decision adopted by a majority vote
of the members of the Management Board participating in the meeting.



                       5. Meeting of the Management Board

     5.1. Meetings of the Management Board may be held only in the form of joint
presence of its members.

     5.2.  Meetings  of  the  Management  Board  shall  be  held  regularly,  in
accordance  with the working  schedule  approved by a meeting of the  Management
Board,  but no less than one time a month. If so required,  the Management Board
shall consider issues that are not included in the working schedule.

     5.3. A meeting of the  Management  Board may be convened by the Chairman of
the Management  Board on his/her own initiative or at the request of a member of
the Company's Management Board.

     Determination  of the  term,  convocation  of a  meeting,  the  agenda of a
meeting and  supervision of making and keeping of minutes of a meeting refers to
the competence of the Chairman of the Management Board.

     At the request of members of the Management Board additional  issues may be
included in the agenda of a meeting of the Management Board.

     Necessary  materials related to the issues for the agenda shall be promptly
provided  to the  members  of the  Management  Board in order to enable  them to
prepare for a discussion.

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Proposals on the issues for the agenda of a meeting of the Management Board that
should be  decided at the  meeting,  must be  received  by the  Chairman  of the
Management Board at least five (5) days prior to the date of the meeting.

     5.4. The Secretary of the Management  Board shall notify the members of the
Management  Board  in  any  form  about  the  convocation  of a  meeting  of the
Management  Board,  its place,  time and agenda at least three (3) days prior to
the date of the meeting.

     The above term may be reduced  if any  issues  are  required  to be settled
urgently  provided that none of the members of the  Management  Board raised his
objections.

     Together  with the notice,  members of the  Management  Board shall receive
full and accurate  information and all necessary materials related to the agenda
issues.

     If  necessary  information  was  provided to the members of the  Management
Board with delay and the members of the Management Board did not have sufficient
time to review this  information,  the meeting of the Management Board should be
postponed at the request of a member(s) of the Management Board.

     5.5.  The quorum for  meetings  of the  Management  Board shall be at least
one-half of the appointed members of the Management Board.

     If the number of members of the Management Board is less than the number of
members that constitute the quorum,  the Board of Directors of the Company shall
decide on  determination  of number of  members of the  Management  Board and on
appointment of the members of the Management Board of the Company.

     5.6. At the adoption of decisions of the Management  Board,  members of the
Management  Board that participate in the meeting shall express their opinion on
the agenda issues by voting.

     5.7. At the meetings of the Management Board, decisions shall be adopted by
a  majority  of votes of the  members  of the  Management  Board  present at the
meeting.

     5.8. At the  adoption  of the  decisions  at the meeting of the  Management
Board, each member of the Management Board shall have one vote.

     A member of the  Management  Board may not  delegate  its  voting  right to
another person, including another member of the Management Board.

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

     5.9.  During  the  meeting of the  Management  Board the  Secretary  of the
Management Board shall keep the minutes of the meeting.

     The minutes of the Management Board meeting shall be drawn up no later than
three (3) business days after the date of the meeting.

     The minutes of a meeting shall specify:

     - venue and time of the meeting;

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     - persons who were present at the meeting;

     - agenda of the meeting;

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

     - taken decisions.

     The  minutes of a meeting of the  Management  Board  shall be signed by the
person presiding over the meeting and by the Secretary of the Management Board.

     The Company shall keep minutes of meetings of the  Management  Board at the
location of its executive  body or at another  location  known and accessible to
the  Company's  shareholders,  creditors  of the  Company  and other  interested
parties,  in accordance  with the procedure and during the period  determined by
the federal  executive  body for the  securities  market.  If such period is not
determined,  the Company  shall keep the  minutes of meetings of the  Management
Board permanently.

     The Company shall provide the members of the Board of Directors,  the Audit
Commission,  the external auditor of the Company and the shareholders holding in
aggregate not less than 25 percent of the  Company's  voting  shares,  access to
minutes of the meetings of the Management Board.



                      6. Reports to the Board of Directors

     6.1. The Board of Directors  shall  exercise  control over the operation of
the  Management  Board.  The  Management  Board  shall  submit  to the  Board of
Directors reports on:

          6.1.1.  prospective policy of the Company and other substantial issues
          of  prospective  management  (not less  than one time a year  unless a
          change in the Company's standing requires immediate submission of such
          report);

          6.1.2.  the  profitability  of the  Company  and, in  particular,  the
          profitability  of the Company's assets (at the meeting of the Board of
          Directors,  at which the annual  accounting  statements of the Company
          are considered);

          6.1.3. the Company's operation,  specifically,  the Company's turnover
          (regularly, not less than one time each quarter);

          6.1.4.   activities   which  may   materially   affect  the  Company's
          profitability and liquidity (as soon as practicably possible to enable
          the Board of Directors to form an opinion about such activities before
          starting to perform them).



               7. Remuneration of Members of the Management Board

     7.1.  A member of the  Management  Board  shall  receive  remuneration  for
performing his or her functions on a quarterly basis.


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     7.2. The Company  shall,  in order to remunerate  members of the Management
Board,  establish a special fund formed by way of deducting  two tenths (0.2) of
one percent of the  Company's net profits  remaining  after the formation of the
compulsory funds.

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

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



               8. Liability of the Members of the Management Board

     8.1. In exercising  their rights and performing their duties the members of
the Management Board shall act for the benefit of the Company and shall exercise
their rights and perform their duties with respect to the Company reasonably and
in good faith.

     8.2.  Members of the  Management  Board  shall be liable to the Company for
losses  caused to the  Company  by actions  (inaction)  through  their  fault in
accordance with federal laws,  other  regulations of the Russian  Federation and
terms of the agreement concluded between each member of the Management Board and
the Company.

     Members of the Management  Board who voted against the decision that caused
losses to the  Company or who did not  participate  in the  voting  shall not be
liable.

     8.3.  At the  determination  of grounds and scope of the  Management  Board
members' liability,  usual business conditions and other relevant  circumstances
shall be taken into account.

     8.4. In case,  where several  persons are deemed liable under this Section,
they will be jointly and severally liable to the Company.

     8.5. The Company or a shareholder(s)  holding in aggregate at least one (1)
percent  of the  Company's  voting  shares  shall  have the right to file a suit
against a member of the  Management  Board  claiming  for damages  caused to the
Company, in cases specified in Section 7.2 of these Regulations.

     8.6.  The  members of the  Management  Board shall be  responsible  for the
maintenance  of secrecy and for the prompt  development  and  implementation  of
measures to protect state secrets in accordance  with the  requirements of legal
acts of the Russian  Federation  that determine the procedure for the protection
of state secrets.

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

     9.1. The Regulations shall be approved at the General  Shareholders Meeting
by a majority of votes of the  shareholders  holding the Company's voting shares
and participating in the meeting.

     9.2.  Amendments  and  additions to the  Regulations  may be adopted at the
General  Shareholders Meeting by a majority of votes of the shareholders holding
the Company's voting shares and participating in the meeting.

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




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