Dated as of April 28, 2005

Eco Telecom Limited

as Issuer

and

Deutsche International Corporate Services Limited

as Collateral Agent

and

Alfa Telecom Limited

as Guarantor

and

The Bank of New York

as Escrow Agent

ESCROW AGREEMENT

5 Old Broad Street

London EC2N 1DW

1

THIS ASSET ESCROW AGREEMENT (this Escrow Agreement), dated as of April 28, 2005, is entered into by and among Eco Telecom Limited (the Issuer), Deutsche International Corporate Services Limited (the Collateral Agent), Alfa Telecom Limited (the Guarantor) and The Bank of New York (in such capacity, together with its successors in such capacity, the Escrow Agent).

W I T N E S S E T H:

WHEREAS, the Issuer has issued bonds in an aggregate principal amount of $350,000,000 pursuant to the indenture dated as of the date hereof (the Indenture) between the Issuer, Deutsche International Corporate Services Limited, as trustee, Alfa Telecom Limited, as guarantor and Deutsche Bank AG London, as calculation agent;

WHEREAS, the Issuer has granted a security interest on shares of common stock of Open Joint Stock Company Vimpel-Communications (OAO VimpelCom) or security entitlements in respect thereof pursuant to a collateral agreement dated as of the date hereof (the Collateral Agent), between the Issuer, as pledgor, the Collateral Agent, The Bank of New York as securities intermediary and depositary in respect of OAO VimpelComss ADR Program (as defined in the Indenture);

WHEREAS, pursuant to Section 3.10 of the Indenture, the Issuer has agreed to deposit 7,443,782 common shares of OAO VimpelCom and 6,426,600 preferred shares of OAO VimpelCom in escrow;

WHEREAS, the parties wish the Escrow Agent to hold the Escrowed Assets (as defined below) in accordance with and subject to the following Instructions and Terms and Conditions.

NOW, THEREFORE, the parties hereto agree as follows:

INSTRUCTIONS

1. The Issuer shall deliver the VIP Shares (as defined below) to the account number 172848 established with The Bank of New York in the name of the Issuer (the Escrowed Account).

2. The following property and or/funds, plus all interest, dividends and other distributions thereon (collectively, the Distributions) are collectively referred to herein as the Escrowed Assets: 6,426,600 preferred shares (registration number 2-01-00027-A) and 7,443,782 common shares (of which 7,300,680 common shares have the registration number 1-02-00027-A-005D and 143,102 common shares have the registration number 1-02-00027-A) of OAO VimpelCom (the VIP Shares).

3. The Escrow Agent shall release and transfer the Escrowed Assets only in accordance with the written instructions of the Issuer and the Collateral Agent.

4. The Issuer and the Collateral Agent hereby authorize the Escrow Agent to hold the Escrowed Assets in the Escrowed Account, pay any amounts due to the Issuer from the Escrowed Account in accordance with Clause 9 below and act with respect to the VIP Shares in accordance with Clause 9 below. The parties hereto agree that the Escrow Agent may act through its nominees and accordingly references to the Escrow Agent shall be references to the Escrow Agent and/or its nominees, as the case may be.

5. This Escrow Agreement shall remain in full force and effect until the earlier to occur of (i) the transfer of all of the Escrowed Assets in accordance with the written instructions of the Issuer and the Collateral Agent and (ii) a court of competent jurisdiction finally disposing of the rights and obligations of the parties pursuant to the provisions hereof.

-2-

6. (a) At the time of execution of this Escrow Agreement, and thereafter on each anniversary date of this Escrow Agreement the Issuer shall pay the Escrow Agent a fee as agreed between the Escrow Agent and the Issuer from time to time.

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