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                                                                EXHIBIT 10.1




                                PLD TELEKOM INC.
                            EQUITY COMPENSATION PLAN

           (including amendments adopted by the Board of Directors
                        effective as of June 6, 1997)

         The purpose of the PLD Telekom Inc. Equity Compensation Plan (the
"Plan") is to provide (i) employees of PLD Telekom Inc. (the "Company") and
designated key employees of its subsidiaries, (ii) certain consultants and
advisors who perform services for the Company or its subsidiaries, and (iii)
non-employee members of the Board of Directors of the Company (the "Board"),
with the opportunity to receive grants of incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock and performance
units, to the extent and upon the terms hereinafter set forth.  The Company
believes that the Plan will encourage the participants to contribute materially
to the growth of the Company, thereby benefiting the Company's shareholders,
and will align the economic interests of the participants with those of the
shareholders.

         The Plan amends and supersedes in its entirety the PLD Telekom Inc.
Stock Option Plan (the "Prior Plan"). No further grants shall be made under the
Prior Plan following the adoption of this Plan and grantees under the Prior
Plan shall have the option of continuing to have their existing grants covered
by the terms of the Prior Plan or (by so electing in writing) having their
grants covered by the terms of the Plan.

         I.      Administration

         A.      Committee.  The Plan shall be administered and interpreted by
a committee appointed by the Board (the "Committee").  The Committee shall
consist of two or more persons appointed by the Board, all of whom shall be
"outside directors" as defined under section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code") and related Treasury regulations and may
be "non-employee directors" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  Grants made to
Non-Employee Directors (as hereinafter defined in Section 4(a) below) shall be
made in accordance with Section 6 below.

         B.      Committee Authority.  Except as provided in Section 6, the
Committee shall have the sole authority to (i) determine the individuals to
whom grants shall be made under the Plan, (ii) determine the type, size and
terms of the grants to be made to each such individual, (iii) determine the
time when the grants will be made and the duration of any applicable exercise
or restriction period, including the criteria for exercisability and the
acceleration of exercisability and (iv) deal with any other matters arising
under the Plan.

         C.      Committee Determination.  The Committee shall have full power
and authority to administer and interpret the Plan, to make factual
determinations and to adopt or amend such rules, regulations, agreements and
instruments for implementing the Plan and for the conduct of its business as it
deems necessary or advisable, in its sole discretion.  The Committee's
interpretations of the Plan and all determinations made by the Committee
pursuant to the powers vested in it hereunder shall be conclusive and binding
on all persons having any interest in the Plan or in any awards granted
hereunder.  All powers of the Committee shall be executed in its sole
discretion, in the best interest of the Company, not as a

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fiduciary, and in keeping with the objectives of the Plan and need not be
uniform as to similarly situated individuals.

         II.     Grants.

         Awards under the Plan may consist of grants of incentive stock options
as described in Section 5 ("Incentive Stock Options"), nonqualified stock
options as described in Section 5 and Section 6 ("Nonqualified Stock Options")
(Incentive Stock Options and Nonqualified Stock Options are collectively
referred to as "Options"), restricted stock as described in Section 7
(Restricted Stock"), stock appreciation rights as described in Section 8
("SARs"), and performance units as described in Section 9 ("Performance Units")
(hereinafter collectively referred to as "Grants").  All Grants shall be
subject to the terms and conditions set forth herein and to such other terms
and conditions consistent with this Plan as the Committee deems appropriate and
as are specified in writing by the Committee to the individual in a grant
instrument (the "Grant Instrument") or an amendment to the Grant Instrument.
The Committee shall approve the form and provisions of each Grant Instrument.
Grants under a particular Section of the Plan need not be uniform as among the
grantees.

         III.    Shares Subject to the Plan

         A.      Shares Authorized.  Subject to the adjustment specified below,
(i) the maximum aggregate number of shares of the Company's Common Stock
(hereinafter, "Company Stock") that may be reserved for issuance or issued
under this Plan (after taking into account Company Stock underlying SARs or
which may be issued in respect of any Performance Units) shall not at any time
exceed fifteen percent (15%) of the total issued and outstanding shares of
Company Stock (provided, however, that, if the number of shares of Company
Stock outstanding is reduced, this shall not affect the number of shares
subject to then outstanding Grants"), (ii) the maximum aggregate number of
shares of Company Stock that may be subject to the Grant of Incentive Stock
Options under the Plan shall be 1,000,000, and (iii) the maximum aggregate
number of shares of Company Stock that shall be subject to the Grant of Options
under this Plan to any individual during any calendar year shall be 1,500,000
shares.  Unless such reduction shall occur as a result of the operation of any
of the adjustments specified below, no reduction in the total number of issued
and outstanding shares of Common Stock shall have the effect of reducing the
number of shares of Common Stock which are then issued or reserved for issuance
under this Plan.  The shares issued or reserved for issuance may be authorized
but unissued shares of Company Stock or reacquired shares of Company Stock,
including shares purchased by the Company on the open market for purposes of
the Plan.  If and to the extent Options or SARs granted under the Plan
terminate, expire, or are canceled, forfeited, exchanged or surrendered without
having been exercised or if any shares of Restricted Stock or Performance Units
are forfeited, the shares subject to such Grants shall again be available for
purposes of the Plan.

         B.      Adjustments.  If there is any change in the number or kind of
shares of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any





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year, the number of shares covered by outstanding Grants, the kind of shares
issued under the Plan, and the price per share or the applicable market value
of such Grants shall be appropriately adjusted by the Committee to reflect any
increase or decrease in the number of, or change in the kind or value of,
issued shares of Company Stock to preclude, to the extent practicable, the
enlargement or dilution of rights and benefits under such Grants; provided,
however, that any fractional shares resulting from such adjustment shall be
eliminated.  If any questions shall at any time arise with respect to any
adjustment, such questions shall be conclusively determined by the Company's
auditors or, if they decline to so act, any other member of so-called "Big Six"
accounting firms that the Company may designate and who shall have access to
all appropriate records, and such determination shall be binding upon the
Company and the affected Grantee(s).

         IV.     Eligibility for Participation

         A.      Eligible Persons.  All employees of the Company and designated
key employees of its subsidiaries (collectively, "Employees"), including
Employees who are officers or members of the Board, shall be eligible to
participate in the Plan.  Members of the Board who are not Employees
("Non-Employee Directors") shall be eligible to receive Grants only under
Section 6 of the Plan.  Consultants and advisors who perform services for the
Company or any of its subsidiaries ("Key Advisors") shall be eligible to
participate in the Plan only if the Key Advisors render services which are bona
fide and substantial and such services are not in connection with the offer or
sale of securities in a capital-raising transaction.

         B.      Selection of Grantees.  The Committee shall select the
Employees and Key Advisors to receive Grants and shall determine the numbers of
shares of Company Stock subject to a particular Grant in such manner as the
Committee determines.  Employees, Key Advisors and Non-Employee Directors who
receive Grants under this Plan shall hereinafter be referred to as "Grantees".

         (c)     Records.  The Company shall maintain records of each Grant
made under the Plan, including a copy of the Grant Instrument and any other
details of the Grant not set forth therein.  Upon request therefore from any
Grantee and at such other times as the Company shall determine, the Company
shall furnish each Grantee with a statement setting forth the details of his or
her Grants (which may be a copy of the Grant Instrument).  Such statement shall
be deemed to have been accepted by the affected Grantee unless written notice
to the contrary is given to the Company within thirty (30) days after such
statement is given to such Grantee.

         V.      Granting of Options

         A.      Number of Shares.  The Committee shall determine the number of
shares of Company Stock that will be subject to each Grant of Options to
Employees and Key Advisors.

         B.      Type of Option and Price.

                 (i)      The Committee may grant Incentive Stock Options that
are intended to qualify as "incentive stock options" within the meaning of
section 422 of the Code or Nonqualified Stock Options that are not intended so
to qualify or any combination of Incentive Stock Options and Nonqualified Stock
Options, all in accordance with the terms and conditions set forth herein.
Incentive Stock Options may be granted only to Employees, Nonqualified Stock
Options may be granted to Employees and Key Advisors and, pursuant to Section 6
of the Plan, to Non-Employee Directors.





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                 (ii)     The purchase price (the "Exercise Price") of Company
Stock subject to an Option shall be determined by the Committee and may be
equal to, greater than, or less than the Fair Market Value (as defined below)
of a share of Company Stock on the date the Option is granted; provided,
however, that (x) the Exercise Price of an Incentive Stock Option shall be
equal to, or greater than, the Fair Market Value of a share of Company Stock on
the date the Incentive Stock Option is granted and (y) an Incentive Stock
Option may not be granted to an Employee who, at the time of grant, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any parent or subsidiary of the Company, unless (A) the
Exercise Price per share is not less than 110% of the Fair Market Value of
Company Stock on the date of grant and (B) the term of such Incentive Stock
Option is not more than five years.

                 (iii)    So long as the Company Stock is publicly is publicly
traded, then the Fair Market Value per share shall be determined as follows:
(x) if the principal trading market for the Company Stock is a national
securities exchange or the Nasdaq national market, the last reported sale price
thereof on the relevant date or (if there were no trades on that date) the
latest preceding date upon which a sale was reported, or (y) if the Company
Stock is not principally traded on such exchange or market, the mean between
the last reported "bid" and "asked" prices of Company Stock on the relevant
date, as reported on Nasdaq or, if not so reported, as reported by the National
Daily Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines.  If the Company Stock
ceases to be publicly traded or, if publicly traded, is not subject to reported
transactions or "bid" or "asked" quotations as set forth above, the Fair Market
Value per share shall be as determined by the Committee.

         C.      Options Term.  The Committee shall determine the term of each
Option.  The term of any Option shall not exceed then years from the date of
grant.  However, an Incentive Stock Option that is granted to an Employee who,
at the time of grant, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company, or any parent or
subsidiary of the Company, may not have a term that exceeds five years from the
date of grant.

         D.      Exercisability of Options.  Options shall become exercisable
in accordance with such terms and conditions, consistent with the Plan, as may
be determined by the Committee and specified in the Grant Instrument or an
amendment to the Grant Instrument.  The Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason.

         E.      Termination of Employment, Disability or Death.

                 1.       Except as provided below, an Option may only be
exercised while the Grantee is employed by the Company as an Employee, Key
Advisor or member of the Board.  In the event that a Grantee ceases to be
employed by the Company for any reason other than a "disability", death, or
"termination for cause", any Option other than an Incentive Stock Option which
is otherwise exercisable by the Grantee shall terminate unless exercised within
one (1) year after the date on which the Grantee ceases to be employed by the
Company (or within such other period of time as may be specified by the
Committee), but in any event no later than the date of expiration of the Option
term, and any Incentive Stock Option shall terminate unless exercised by the
earlier of three (3) months after the date on which the Grantee ceases to be
employed by the Company (or within such other period of time as may be
specified by the Committee) but in any event no later than the date of
expiration of the Option term.  Unless the





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terms of the Grant specify otherwise, any of the Grantee's Options that are not
otherwise exercisable as of the date on which the Grantee ceases to be employed
by the Company shall terminate as of such date.

                 2.       In the event the Grantee ceases to be employed by the
Company on account of a "termination for cause" by the Company, any Option held
by the Grantee shall terminate as of the date the Grantee ceases to be employed
by the Company, or upon such other date as may be determined by the Committee.

                 3.       In the event the Grantee ceases to be employed by the
Company because the Grantee is "disabled", any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within one (1) year
after the date on which the Grantee ceases to be employed by the Company (or
within such other period of time as may be specified by the Committee), but in
any event no later than the date of expiration of the Option term.  Unless the
terms of the Grant specify otherwise, any of the Grantee's Options which are
not otherwise exercisable as of the date on which the Grantee ceases to be
employed by the Company by reason of disability shall terminate as of the date
of cessation of employment.

                 4.       If the Grantee dies while employed by the Company or
within a period of time following such Grantee's termination of employment
during which the Option continues to be exercisable by the Grantee pursuant to
this Section 5(e), such Option to the extent that it is otherwise exercisable
by the Grantee shall terminate unless exercised within two (2) years after the
Grantee's date of death, but in any event no later than the date of expiration
of the Option term.  Unless the terms of the Grant specify otherwise, any of
the Grantee's Options that are not otherwise exercisable as of the date on
which the Grantee dies shall terminate as of the date of death.

                 5.       For purposes of this Section 5(e) and Sections 6, 7,
                          8 and 9:

                 (A)  the term "Company" shall mean the Company and its
         subsidiary corporations.

                 (B)  the term "employed by the Company" shall mean
         employment or service as an Employee, Key Advisor or member of the
         Board (so that, for purposes of exercising Options and SARs and
         satisfying conditions with respect to Restricted Stock and Performance
         Units, a Grantee shall not be considered to have terminated employment
         or service until the Grantee ceases to be an Employee, Key Advisor and
         member of the Board), unless the Committee determines otherwise.

                 (C)  the term "disability" shall mean a Grantee's becoming
         disabled within the meaning of section 22(e)(3) of the Code.

                 (D)  the term "termination for cause" shall mean termination
         of a Grantee's employment or other relationship with the Company in
         connection with which the Committee has made a finding that the
         Grantee has (i) materially breached his or her employment or service
         contract with the Company, (ii) failed (after due warning) to comply
         with announced Company policies, (iii) failed (after due warning) to
         perform his or her duties in a diligent and competent manner, (iv)
         engaged in fraud, embezzlement, theft or proven dishonesty in the
         course of his or her employment or service, or (v) engaged in other
         acts of disloyalty to the Company, including without limitation
         disclosing trade secrets or confidential information of the Company
         to persons not entitled to receive such information.  In the event a
         Grantee's employment is terminated for cause, in addition to the
         immediate termination of all Grants, the Grantee shall automatically





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         forfeit all shares underlying any exercised portion of an Option for
         which the Company has not yet delivered the share certificates, upon
         refund by the Company of the Exercise Price paid by the Grantee for
         such shares.

         F.      Exercise of Options.  A Grantee may exercise an Option that
has become exercisable, in whole or in part, by delivering a notice of exercise
to the Company with payment of the Exercise Price.  The Grantee shall pay the
Exercise Price for an Option as specified by the Committee (x) in cash, (y)
with the approval of the Committee, by delivering shares of Company Stock owned
by the Grantee (including Company Stock acquired in connection with the
exercise of an Option, subject to such restrictions as the Committee deems
appropriate) and having a Fair Market Value on the date of exercise equal to
the Exercise Price or (z) by such other method as the Committee may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board.  Shares of Company Stock used to
exercise an Option shall have been held by the Grantee for the requisite period
of time to avoid adverse accounting consequences to the Company with respect to
the Option.  The Grantee shall pay the Exercise Price and the amount of any
withholding tax due (pursuant to Section 11) at the time of exercise.  As of
the date the Company receives such payment, the Grantee (or any person claiming
through him, as the case may be) shall be entitled to be entered on the share
register of the Company as the holder of the number of shares of Company Stock
in respect of which the Option was exercised, and as promptly as possible
thereafter shall be delivered a certificate representing that number of shares.

         G.      Limits on Incentive Stock Options.  Each Incentive Stock
Option shall provide that, if the aggregate Fair Market Value of the stock on
the date of the grant with respect to which Incentive Stock Options are
exercisable for the first time by a Grantee during any calendar year, under the
Plan or any other stock option plan of the Company or a parent or subsidiary,
exceeds $100,000, then the option, as to the excess, shall be treated as a
Nonqualified Stock Option.  An Incentive Stock Option shall not be granted to
any person who is not an Employee of the Company or a subsidiary (within the
meaning of section 424(f) of the Code).

            VI.     Formula Option Grants to Non-Employee Directors

         A Non-Employee Director shall be entitled to receive Nonqualified
Stock Options in accordance with this Section 6.

         A.      Initial Grant.  Subject to the approval of the  Board, each
Non-Employee Director who first becomes a member of the Board after the
effective date of this Plan as amended and restate, (as specified in Section
20) shall receive a grant of a Nonqualified Stock Option to purchase 10,000
shares of Company Stock on the date as of which he or she first becomes a
member of the Board.

         B.      Annual Grants.  Subject to the approval of the Board, on each
date that the Company holds its annual meeting of shareholders, commencing with
the 1998 annual meeting, each Non-Employee Director who is in office
immediately after the annual election of directors (other than a director who
is first elected to the Board at such meeting) shall receive a grant of a
Nonqualified Stock Option to purchase 5,000 shares of Company Stock.  The date
of grant of each such annual Grant shall be the date of the annual meeting of
the Company's shareholders.

         C.      Exercise Price.  The Exercise Price per share of Company Stock
subject to an Option granted under this Section 6 shall be equal to the Fair
Market Value of a share of Company Stock on the date of grant.





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         D.      Option Term and Exercisability.  The term of each Option
granted pursuant to this Section 6 shall be ten years or such shorter period as
shall be determined by the Board.  Options granted under this Section 6 shall
be fully exercisable as of the date of grant.

         E.      Payment-of-Exercise Price.

                 1.       The Exercise Price for an Option granted under this
Section 6 shall be paid in cash.  The Grantee shall pay the Exercise Price and
the amount of any withholding tax due at the time of exercise.  Shares of
Company Stock shall not be issued upon exercise of an Option until the Exercise
Price is fully paid and any required withholding is made.

                 2.       A Grantee may exercise an Option granted under this
Section 6 by delivering to the Committee a notice of exercise as described
below, with accompanying payment of the Exercise Price in accordance with
Section 6(e)(i) above.  The notice of exercise may instruct the Company to
deliver shares of Company Stock due upon the exercise of the Option to any
registered broker or dealer designated by the Committee in lieu of delivery to
the Grantee, and shall designate the account into which the shares are to be
deposited.  With the approval of the Board, a Grantee may exercise an Option by
delivering shares of Company Stock owned by the Grantee as permitted under
Section 5(f).

         F.      Applicability of Plan Provisions.  Except as otherwise
provided in this Section 6, Nonqualified Stock Options granted to Non-Employee
Directors shall be subject to the provisions of this Plan applicable to
Nonqualified Stock Options granted to other persons, provided however that (i)
if an event described in Section 3(b) occurs, appropriate adjustments, as
described in that Section, shall be made automatically, (ii) with respect to
the provisions of Section 5(e), the Committee shall not have discretion to
modify the terms of such provisions in the Grant Instrument, and (iii) in the
event of a Change of Control (as defined in Section 13), the provisions of
Section 14 shall apply to Options granted pursuant to this Section 6, except
that the Committee shall not have discretion under Section 14(c) to modify the
automatic provisions of that Section.

         G.      Administration.  Except to the extent provided herein, the
provisions of this Section 6 are intended to operate automatically and not
require administration.  To the extent that any administrative determinations
are required, any determinations with respect to the provisions of this Section
6 shall be made by the Board.  If at any time there are not sufficient shares
available under the Plan to permit a Grant as described in this Section 6, the
Grant shall be reduced pro rata (to zero, if necessary) so as not to exceed the
number of shares then available under the Plan.

         VII.    Restricted Stock Grants

         The Committee may issue or transfer shares of Company Stock to an
Employee or Key Advisor under a Grant of Restricted Stock, upon such terms as
the Committee deems appropriate.  The following provisions are applicable to
Restricted Stock:

         A.      General Requirements.  Shares of Company Stock issued or
transferred pursuant to Restricted Stock Grants may be issued or transferred
for consideration or for no consideration, as determined by the Committee.  The
Committee may establish conditions under which restrictions on shares of
Restricted Stock shall lapse over a period of time or according to such other
criteria as the





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         D.      Option Term and Exercisability.  The term of each Option
granted pursuant to this Section 6 shall be ten years or such shorter period as
shall be determined by the Board.  Options granted under this Section 6 shall
be fully exercisable as of the date of grant.

         E.      Payment-of Exercise Price.

                 1.       The Exercise Price for an Option granted under this
Section 6 shall be paid in cash.  The Grantee shall pay the Exercise Price and
the amount of any withholding tax due at the time of exercise.  Shares of
Company Stock shall not be issued upon exercise of an Option until the Exercise
Price is fully paid and any required withholding is made.

                 2.       A Grantee may exercise an Option granted under this
Section 6 by delivering to the Committee a notice of exercise as described
below, with accompanying payment of the Exercise Price in accordance with
Section 6(e)(i) above.  The notice of exercise may instruct the Company to
deliver shares of Company Stock due upon the exercise of the Option to any
registered broker or dealer designated by the Committee in lieu of delivery to
the Grantee, and shall designate the account into which the shares are to be
deposited.  With the approval of the Board, a Grantee may exercise an Option by
delivering shares of Company Stock owned by the Grantee as permitted under
Section 5(f).

         F.      Applicability of Plan Provisions.  Except as otherwise
provided in this Section 6, Nonqualified Stock Options granted to Non-Employee
Directors shall be subject to the provisions of this Plan applicable to
Nonqualified Stock Options granted to other persons, provided however that (i)
if an event described in Section 3(b) occurs, appropriate adjustments, as
described in that Section, shall be made automatically, (ii) with respect to
the provisions of Section 5(e), the Committee shall not have discretion to
modify the terms of such provisions in the Grant Instrument, and (iii) in the
event of a Change of Control (as defined in Section 13), the provisions of
Section 14 shall apply to Options granted pursuant to this Section 6, except
that the Committee shall not have discretion under Section 14(c) to modify the
automatic provisions of that Section.

         G.      Administration.  Except to the extent provided herein, the
provisions of this Section 6 are intended to operate automatically and not
require administration.  To the extent that any administrative determinations
are required, any determinations with respect to the provisions of this Section
6 shall be made by the Board.  If at any time there are not sufficient shares
available under the Plan to permit a Grant as described in this Section 6, the
Grant shall be reduced pro rata (to zero, if necessary) so as not to exceed the
number of shares then available under the Plan.

         VII.    Restricted Stock Grants

         The Committee may issue or transfer shares of Company Stock to an
Employee or Key Advisor under a Grant of Restricted Stock, upon such terms as
the Committee deems appropriate.  The following provisions are applicable to
Restricted Stock:

         A.      General Requirements.  Shares of Company Stock issued or
transferred pursuant to Restricted Stock Grants may be issued or transferred
for consideration or for no consideration, as determined by the Committee.  The
Committee may establish conditions under which restrictions on shares of
Restricted Stock shall lapse over a period of time or according to such other
criteria as the





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Committee deems appropriate.  The period of time during which the Restricted
Stock will remain subject to restrictions will be designated in the Grant
Instrument as the "Restriction Period."

         B.      Number of  Shares.  The Committee shall determine the number
of shares of Company Stock to be issued or transferred pursuant to a Restricted
Stock Grant and the restrictions applicable to such shares.

         C.      Requirement of Employment.  If the Grantee ceases to be
employed by the Company (as defined in Section 5(e) above) during a period
designated in the Grant Instrument as the Restriction Period, or if other
specified conditions are not met, the Restricted Stock Grant shall terminate as
to all shares covered by the Grant as to which the restrictions have not
lapsed, and those shares of Company Stock must be immediately returned to the
Company.  The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems appropriate.

         D.      Restrictions on Transfer and Legend on Stock Certificate.
During the Restriction Period, a Grantee may not sell, assign, transfer, pledge
or otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 12(a).  Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant.  The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions when all restrictions
on such shares have lapsed.  The Committee may determine that the Company will
not issue certificates for shares of Restricted Stock until all restrictions on
such shares have lapsed, or that the Company will retain possession of
certificates for such shares have lapsed, or that the Company will retain
possession of certificates for shares of Restricted Stock until all
restrictions on such shares have lapsed.

         E.      Right to Vote and to Receive Dividends.  Unless the Committee
determines otherwise, during the Restricted Period, the Grantee shall have the
right to vote shares of Restricted Stock and to receive any dividends or other
distributions paid on such shares, subject to any restriction deemed
appropriate by the Committee.

         F.      Lapse of Restrictions.  All restrictions imposed on Restricted
Stock shall lapse upon the expiration of the applicable Restriction Period and
the satisfaction of all conditions imposed by the Committee.  The Committee may
determine, as to any or all Restricted Stock Grants, that the restrictions
shall lapse without regard to any Restriction Period.

         VII.    Stock Appreciation Rights

         A.      General Requirements.  The Committee may grant stock
appreciation rights ("SARs") to an Employee or Key Advisor separately or in
tandem with any Option (for all or a portion of the applicable Option).  Tandem
SARs may be granted either at the time the Option is granted or at any time
thereafter while the Option remains outstanding; provided, however, that, in
the case of an Incentive Stock Option, SARs may be granted only at the time of
the Grant of the Incentive Stock Option.  The Committee shall establish the
base amount of the SAR at the time the SAR is granted.  Unless the Committee
determines otherwise, the base amount of each SAR shall be equal to the per
share Exercise Price of the related Option or, if there is no related Option,
the Fair Market Value of a share of Company Stock as of the date of Grant of
the SAR.

         B.      Tandem SARs.  In the case of tandem SARs, the number of SARs
granted to a Grantee that shall be exercisable during a specified period shall
not exceed the number of shares of Company





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Stock that the Grantee may purchase upon the exercise of the related Option
during such period.  Upon the exercise of an Option, the SARs relating to the
Company Stock covered by such Option shall terminate.  Upon the exercise of
SARs, the related Option shall terminate to the extent of an equal number of
shares of Company Stock.

         C.      Exercisability.  An SAR shall be exercisable during the period
specified by the Committee in the Grant Instrument and shall be subject to such
vesting and other restriction as may be specified in the Grant Instrument.  The
Committee may accelerate the exercisability of any or all outstanding SARs at
any time for any reason.  SARs may only be exercised while the Grantee is
employed by the Company or during the applicable period after termination of
employment as described in Section 5(e).  A tandem SAR shall be exercisable
only during the period when the Option to which it is related is also
exercisable.

         D.      Value of SARs.  When a Grantee exercises SARs, the Grantee
shall receive in settlement of such SARs an amount equal to the value of the
stock appreciation for the number of SARs exercised, payable in cash.  The
stock appreciation for an SAR is the amount by which the Fair Market Value of
the underlying Company Stock on the date of exercise of the SAR exceeds the
base amount of the SAR as described in Section (8)(a).

         IX.     Performance Units.

         A.      General Requirements.  The Committee may grant performance
units ("Performance Units") to an Employee or Key Advisor.  Each Performance
Unit shall represent the right of the Grantee to receive an amount based on the
value of the Performance Unit, if performance goals established by the
Committee are met.  A Performance Unit shall be based on the Fair Market Value
of a share of Company Stock or on such other measurement base as the Committee
deems appropriate.  The Committee shall determine the number of Performance
Units to be granted and the requirements applicable to such Units.

         B.      Performance Period and Performance Goals.  When Performance
Units are granted, the Committee shall establish the performance period during
which performance shall be measured (the "Performance Period"), performance
goals applicable to the Units ("Performance Goals") and such other conditions
of the Grant as the Committee deems appropriate.  Performance Goals may relate
to the financial performance of the Company or its operating units, the
performance of Company Stock, individual performance, or such other criteria as
the Committee deems appropriate.

         C.      Payment with respect to Performance Units.  At the end of each
Performance Period, the Committee shall determine to what extent the
Performance Goals and other conditions of the Performance Units are met and the
amount, if any, to be paid with respect to the Performance Units.  Payments
with respect to Performance Units shall be made in cash.

         D.      Requirement of Employment.  If the Grantee ceases to be
employed by the Company (as defined in Section 5(e) above) during a Performance
Period, or if other conditions established by the Committee are not met, the
Grantee's Performance Units shall be forfeited.  The Committee may, however,
provide for complete or partial exceptions to this requirement as it deems
appropriate.

         10.     Qualified Performance-Based Compensation

         (a)     Designation as Qualified Performance-Based Compensation.  The
Committee may determine that Performance Units or Restricted Stock granted to an
Employee shall be considered





                                       9

<PAGE>   11


"qualified performance-based compensation" under Section 162(m) of the Code.
The provisions of this Section 10 shall apply to Grants of Performance Units
and Restricted Stock that are to be considered "qualified performance-based
compensation" under Section 162(m) of the Code.

         (b)     Performance Goals.  When Performance Units or Restricted Stock
that are to be considered "qualified performance-based compensation" are
granted, the Committee shall establish in writing (i) the objective performance
goals that must be met in order for restrictions on the Restricted Stock to
lapse or amounts to be paid under the Performance Units, (ii) the Performance
Period during which the performance goals must be met, (iii) the threshold,
target and maximum amounts that may be paid if the performance goals are met,
and (iv) any other conditions, including without limitation provisions relating
to death, disability, other termination of employment or Change of Control,
that the Committee deems appropriate and consistent with the Plan and Section
162(m) of the Code.  The performance goals may relate to the Employee's
business unit or the performance of the Company and its subsidiaries as a
whole, or any combination of the foregoing.  The Committee shall use
objectively determinable performance goals based on one or more of the
following criteria: stock price, earnings per share, net earnings, operating
earnings, return on assets, shareholder return, return on equity, growth in
assets, unit volume, sales, market share, or strategic business criteria
consisting of one or more objectives based on meeting specified revenue goals,
market penetration goals, geographic business expansion goals, cost targets or
goals relating to acquisitions or divestitures.

         (c)     Establishment of Goals.  The Committee shall establish the
performance goals in writing either before the beginning of the Performance
Period or during a period ending no later than the earlier of (i) 90 days after
the beginning of the Performance Period and (ii) the date on which 25% of the
Performance Period has been completed, or such other date as may be required or
permitted under applicable regulations under Section 162(m) of the Code.  The
performance goals shall satisfy the requirements for "qualified
performance-based compensation", including the requirement that the achievement
of the goals be substantially uncertain at the time they are established and
that the goals be established in such a way that a third party with knowledge
of the relevant facts could determine whether and to what extent the
performance goals have been met.  The Committee shall not have discretion to
increase the amount of compensation that is payable upon achievement of the
designated performance goals.

         (d)     Maximum Payment.  If Restricted Stock, or Performance Units
measured with respect to the Fair Market Value of Company Stock, are granted,
not more than 750,000 shares of Company Stock may be granted to an Employee
under the Performance Units or Restricted Stock for any Performance Period.  If
Performance Units are measured with respect to other criteria, the maximum
amount that may be paid to an Employee with respect to a Performance Period is
$5,000,000.

         (e)     Announcement of Grants.  The Committee shall certify and
announce the results for each Performance Period to all Grantees immediately
following the announcement of the Company's financial results for the
Performance Period.  If and to the extent that the Committee does not certify
that the performance goals have been met, the grants of Restricted Stock or
Performance Units for the Performance Period shall be forfeited.

         11.     Withholding of Taxes

         (a)     Required Withholding.  All Grants under the Plan shall be
subject to applicable federal (including FICA), state and local tax withholding
requirements.  The Company shall have the right to





                                       10

<PAGE>   12


deduct from all Grants paid in cash, or from other wages paid to the Grantee,
any federal, state or local taxes required by law to be withheld with respect
to such Grants.  In the case of Options and other Grants  paid in Company
Stock, the Company may require the Grantee or other person receiving such
shares to pay to the Company the amount of any such taxes that the Company is
required to withhold with respect to such Grants, or the Company may deduct
from other wages paid by the Company the amount of any withholding taxes due
with respect to such Grants.

         (b)     Election to Withhold Shares.  If the Committee so permits, a
Grantee may elect to satisfy the Company's income tax withholding obligation
with respect to an Option or Restricted Stock paid in Company Stock by having
shares withheld up to an amount that does not exceed the Grantee's applicable
marginal tax rate for federal (including FICA), state and local tax
liabilities.  The election must be in a form and manner prescribed by the
Committee and shall be subject to the prior approval of the Committee.  With
respect to Options granted to Non-Employee Directors, the approval of the Board
shall be required with respect to any election made under this Section 11(b).

         12.     Transferability of Grants

         (a)     Nontransferability of Grants.  Except as provided below, only
the Grantee may exercise rights under a Grant during the Grantee's lifetime.  A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Committee pursuant to a domestic
relations order (as defined under the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder).  When a Grantee dies, the personal representative or other person
entitled to succeed to the rights of the Grantee ("Successor Grantee") may
exercise such rights.  A Successor Grantee must furnish proof satisfactory to
the Company of his or her right to receive the Grant under the Grantee's will
or under the applicable laws of descent and distribution.

         (b)     Transfer of Nonqualified Stock Options.  Notwithstanding the
foregoing, a Grantee may transfer Nonqualified Stock Options to his or her
spouse or children or grandchildren (natural or adopted), or one or more trusts
established for their benefit; provided that: (i) the maximum number of Options
transferred shall not exceed 50% of the total number of Options granted to him
at any time under the Plan; (ii) each transfer is an absolute transfer of
title, such that the transferor ceases to have any further dominion or control
over the Options transferred or to any Company Stock acquired as a result of
the exercise of any Options, waives all rights with respect to such Options or
Company Stock and retains no interest, whether by way of pledge or otherwise,
in such Options or Company Stock; (iii) written notice of any transfer is given
by the transferor and the transferee within thirty (30) days of the transfer,
together with the address to which notices and other communications from the
Company to the transferee relating to the Plan shall be sent; (iv) the
transferee acknowledges that the Options transferred may not be further
transferred or alienated by such transferee either by pledge, assignment or in
any other manner whatsoever and, during his or her lifetime, shall be vested
only in him or her, but shall thereafter enure to the benefit and be binding
upon the legal personal representatives of such transferee, provided that such
transferee shall be permitted to transfer any Company Stock acquired upon the
exercise of any Option so long as such transfer is otherwise permitted; (v)
the transferee undertakes to comply with and be bound by the terms of the Plan
as in effect on the date of the transfer, and any amendments thereto, and any
restatements thereof or successor plan thereto; (vi) the transferee
acknowledges that the Company has no obligation to register any Options
transferred or any Company Stock acquired as a result of the exercise of any
Options, or to take any other action to facilitate the transfer of such Options
or Company Stock, including complying with any conditions to permit transfers
pursuant to Rule 144 promulgated by the Securities and





                                       11

<PAGE>   13


Exchange Commission; and (vii) the Grantee receives no consideration for the
transfer of any such Option.

         13.     Change of Control of the Company

         As used herein, a "Change of Control" shall be deemed to have occurred
if:

         (a)     any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) becomes a "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 50% or more of the voting power of the then
outstanding securities of the Company;

         (b)     the shareholders of the Company approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i)
the merger or consolidation of the Company with another corporation where the
shareholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation,
shares entitling such shareholders to 50% or more of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), or where the members of the Board,
immediately prior to the merger or consolidation, would not, immediately after
the merger or consolidation, constitute a majority of the board of directors of
the surviving corporation, (ii) the sale or other disposition of all or
substantially all of the assets of the Company (other than to a wholly owned
subsidiary), or (iii) a liquidation or dissolution of the Company.

         (c)     after the date this Plan is approved by the shareholders of
the Company, directors are elected such that a majority of the members of the
Board shall have been members of the Board for less than two years, unless the
election or nomination for election of each new director who was not a director
at the beginning of such two-year period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period.

         14.     Consequences of a Change of Control

         (a)     Notice and Acceleration.  Upon a Change of Control, (i) the
Company shall provide each Grantee with outstanding Grants written notice of
such Change of Control, (ii) all outstanding Options and SARs shall
automatically accelerate and become fully exercisable, (iii) the restrictions
and conditions on all outstanding Restricted Stock shall immediately lapse, and
(iv) Grantees holding Performance Units shall receive a payment in settlement
of such Performance Units, in an amount determined by the Committee, based on
the Grantee's target payment for the Performance Period and the portion of the
Performance Period that precedes the Change of Control.

         (b)     Assumption of Grants.  Upon a Change of Control where the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation), all outstanding Options and SARs that are not exercised
shall be assumed by, or replaced with comparable options or rights by, the
surviving corporation.

         (c)     Other Alternatives.  Notwithstanding the foregoing, subject to
Section 14(e) below, in the event of a Change of Control, the Committee may
require that Grantees surrender their outstanding Options and SARs in exchange
for a payment by the Company in cash in an amount equal to the amount by which
the then Fair Market Value of the shares of Company Stock subject to the
Grantee's unexercised





                                       12

<PAGE>   14


Options and SARs exceeds the Exercise Price of the Options or the base amount
of the SARs, as applicable.  Such surrender shall take place as of the date of
the Change of Control or such other date as the Committee may specify.

         (d)     Limitations.  Notwithstanding anything in the Plan to the
contrary, in the event of a Change of Control, the Committee shall not have the
right to take any actions described in the Plan (including without limitation
actions described in Section 14 (c) above) that would make the Change of
Control ineligible for pooling of interests accounting treatment or that would
make the Change of Control ineligible for desired tax treatment if, in the
absence of such right, the Change of Control would qualify for such treatment
and the Company intends to use such treatment with respect to the Change of
Control.

         (e)     Committee.  The Committee making the determinations under this
Section 14 following a Change of Control must be comprised of the same members
as those on the Committee immediately before the Change of Control.  If the
Committee members do not meet this requirement, then, at the discretion of any
affected Grantee, the Committee shall be required to take the actions set forth
in Section 14(c) above, without regard to the provisions of Section 14(d)
above.

         15.     Limitations on Issuance or Transfer of Shares

         No Company Stock shall be issued or transferred in connection with any
Grant hereunder unless and until all legal requirements applicable to the
issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee.  The Committee shall have the right to condition
any Grant made to any Grantee hereunder on such Grantee's undertaking in
writing to comply with such restrictions on his or her subsequent disposition
of such shares of Company Stock as the Committee shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof, and certificates representing such shares may be
legended to reflect any such restrictions.  Certificates representing shares of
Company Stock issued or transferred under the Plan will be subject to such
stop-transfer orders and other restrictions as may be required by applicable
laws, regulations and interpretations, including any requirement that a legend
be placed thereon.

         16.     Amendment and Termination of the Plan

         (a)     Amendment.  The Board may amend or terminate the Plan at any
time; provided, however, that the Board shall not amend the Plan without
shareholder approval if such approval is required by section 162(m) or section
422 of the Code, or if such amendment relates to Section 3(a) hereof.

         (b)     Termination of Plan.  The Plan shall terminate on March 31,
2007, unless the Plan is terminated earlier by the Board or is extended by the
Board with the approval of the shareholders.

         (c)     Termination and Amendment of Outstanding Grants.  A
termination or amendment of the Plan that occurs after a Grant is made shall
not materially impair the rights of a Grantee unless the Grantee consents or
unless the Committee acts under Section 23(b).  The termination of the Plan
shall not impair the power and authority of the Committee with respect to an
outstanding Grant.  Whether or not the Plan has terminated, an outstanding
Grant may be terminated or amended under Section 23(b) or may be amended by
agreement of the Company and the Grantee consistent with the Plan.





                                       13

<PAGE>   15


         (d)     Governing Document.  The Plan shall be the controlling
document.  No other statements, representations, explanatory materials or
examples, oral or written, may amend the Plan in any manner.  The Plan shall be
binding upon and enforceable against the Company and its successors and
assigns.

         17.     Funding of the Plan

         This Plan shall be unfunded.  The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan.  In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

         18.     Rights of Participants

         Nothing in this Plan shall entitle any Employee, Non-Employee
Director, Key Advisor or other person to any claim or right to be granted a
Grant under this Plan, except as provided in Section 6.  Neither this Plan nor
any action taken hereunder shall be construed as giving any individual any
rights to be retained by or in the employ of the Company or any other
employment rights.

         20.     No Fractional Shares

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Grant.  The Committee shall determine whether cash,
other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

         21.     Headings

         Section headings are for reference only.  In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

         21.     Effective Date of the Amended and Restated Plan.  The Plan, as
amended and restated herein, shall become effective on the date that it is
approved by the Company's shareholders.

         22.     Notices

         (a)     Any payment, notice, statement, certificate or other
instrument required or permitted to be given to a Grantee or any person
claiming or deriving any rights through such Grantee shall be given by (i)
delivering it personally to such Grantee or the person claiming or deriving
rights through such Grantee, as the case may be, or (ii) mailing it postage
paid (provided that the postal service is then in operation) or delivering it
to the address which is maintained for the Grantee in the Company's records.

         (b)     Any payment, notice, statement, certificate or other
instrument required or permitted to be given to the Company shall be given by
mailing it postage paid (provided that the postal service is then in operation)
or delivering it to the Company at the following address:

                 PLD Telekom Inc.
                 1270 Avenue of the Americas
                 Suite 2218
                 New York, New York 10020
                 Attention: Benefits Administrator





                                       14

<PAGE>   16


         (c)     Any payment, notice, statement, certificate or other
instrument referred to in Section 22(a) or Section 22(b), if delivered, shall
be deemed to have been given or delivered on the date on which it was delivered
or, if mailed (provided that the postal service is then in operation), shall be
deemed to have been given or delivered on the second business day following the
date on which it was mailed.

         23.     Miscellaneous

         (a)     Grants in Connection with Corporate Transactions and
Otherwise.  Nothing contained in this Plan shall be construed to (i) limit the
right of the Committee to make Grants under this Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including Grants to
employees thereof who become Employees of the Company, or for the other proper
corporate purposes, or (ii) limit the right of the Company to grant stock
options or make other awards outside of this Plan.  Without limiting the
foregoing, the Committee may make a Grant to an employee of another corporation
who becomes an Employee by reason of a corporate merger, consolidation,
acquisition of stock or property, reorganization or liquidation involving the
Company or any of its subsidiaries in substitution for a stock option or
restricted stock grant made by such corporation.  The terms and conditions of
the substitute grants may vary from the terms and conditions required by the
Plan and from those of the substituted stock incentives.  The Committee shall
prescribe the provisions of the substitute grants.

         (b)     Compliance with Law.  The Plan, the exercise of Options and
SARs and the obligations of the Company to issue or transfer shares of Company
Stock under Grants shall be subject to all applicable laws and to approvals by
any governmental or regulatory agency as may be required. With respect to
persons subject to section 16 of the Exchange Act, it is the intent of the
Company that the Plan and all transactions under the Plan comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act.
The Committee may revoke any Grant if it is contrary to law or modify a Grant
to bring it into compliance with any valid and mandatory government regulation.
The Committee may also adopt rules regarding the withholding of taxes on
payments to Grantees.  The Committee may, in its sole discretion, agree to
limit its authority under this Section.

         (c)     Governing Law.  The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall
exclusively be governed by and determined in accordance with the law of the
State of New York.





                                       15