STANDSTILL AGREEMENT



                           Dated as of August 19, 2003



                                between and among



                              Alfa Telecom Limited,



                           Nye Telenor East Invest AS,



                                 OAO Rostelecom,



    Capital International Global Emerging Markets Private Equity Fund, L.P.,



                           Cavendish Nominees Limited,



                          First NIS Regional Fund SICAV



                                       and



                              Golden Telecom, Inc.



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                                TABLE OF CONTENTS



{TABLE}

{S}                                                                           {C}

1.    DEFINITIONS AND INTERPRETATION.......................................    1



1.1      DEFINITIONS.......................................................    1

1.2      INTERPRETATION....................................................    3

2.    STANDSTILL...........................................................    4



3.    TERM AND TERMINATION.................................................    5



4.    MISCELLANEOUS........................................................    6



4.1      SPECIFIC PERFORMANCE..............................................    6

4.2      WAIVERS; REMEDIES.................................................    6

4.3      AMENDMENTS........................................................    6

4.4      NO ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARIES.......    6

4.5      SEVERABILITY......................................................    6

4.6      FURTHER ASSURANCES................................................    6

4.7      ENTIRE AGREEMENT..................................................    6

4.8      NOTICES...........................................................    7



4.9      GOVERNING LAW.....................................................   11

4.10     ARBITRATION; WAIVER OF SOVEREIGN IMMUNITY.........................   11

4.11     COUNTERPARTS; LANGUAGE............................................   13

{/TABLE}



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STANDSTILL AGREEMENT dated as of August 19, 2003 (this "AGREEMENT") between and

among Alfa Telecom Limited, a company organized under the laws of the British

Virgin Islands ("ALFA"), Nye Telenor East Invest AS, a company organized under

the laws of Norway ("TELENOR"), OAO Rostelecom, an open joint stock company

organized under the laws of the Russian Federation ("RTK"), Capital

International Global Emerging Markets Private Equity Fund, L.P., a limited

partnership organized under the laws of Delaware ("CIG"), Cavendish Nominees

Limited, a limited liability company organized under the laws of Guernsey

("CAVENDISH"), First NIS Regional Fund SICAV, a private institutional fund

organized under the laws of Luxembourg ("FIRST NIS" and, together with

Cavendish, collectively, "BARINGS"), and Golden Telecom, Inc., a corporation

organized under the laws of the State of Delaware, United States of America (the

"COMPANY").



                                   WITNESSETH



         WHEREAS, Telenor has agreed to sell to the Company, and the Company has

agreed to purchase from Telenor, all of the shares of capital stock of Open

Joint Stock Company "Comincom" pursuant to the Share Exchange Agreement dated as

of the date hereof between the Company and Telenor (the "SHARE EXCHANGE

AGREEMENT"); and



         WHEREAS, it is a condition precedent to the obligations of the Company

and Telenor under the Share Exchange Agreement that the Company and the

Shareholders enter into this Agreement.



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements contained herein and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties hereby

agree as follows:



1.       DEFINITIONS AND INTERPRETATION



1.1      DEFINITIONS



         As used in this Agreement, the following terms shall have the following

meanings:



         "AFFILIATE" means, with respect to any Person, any other Person who

directly or indirectly controls, or is under common control with, or is

controlled by, such Person, including, if such Person is an individual, any

relative or spouse of such Person, or any relative of such spouse of such

Person, any one of whom has the same home as such Person, and also including any

trust or estate for which any such Person or Persons specified herein, directly

or indirectly, serves as a trustee, executor or in a similar capacity

(including, without limitation, any protector or settlor of a trust) or in which

any such Person or Persons specified herein, directly or indirectly, has a

substantial beneficial interest, and any Person who is controlled by any such

trust or estate; provided always that, in the case of CIG, an Affiliate of CIG

shall include only those Affiliates in which Capital International, Inc. holds,

directly or indirectly, through one or more intermediaries, more than a majority

of the outstanding economic ownership interests of that Person. As used in this

definition, "CONTROL" (including, with its correlative meanings, "CONTROLLED BY"

and "UNDER COMMON CONTROL WITH") means, with respect to any Person, the

possession, directly or indirectly, of power to direct or cause the direction of

management or policies (whether through ownership of securities or partnership

or other ownership interests, by contract or otherwise) of a Person.



         "ALFA" has the meaning specified in the preamble hereto.



{PAGE}



         "BARINGS" has the meaning specified in the preamble hereto.



         "BOARD" means the board of directors of the Company.



         "CAVENDISH" has the meaning specified in the preamble hereto.



         "CIG" has the meaning specified in the preamble hereto.



         "COMPANY" has the meaning specified in the preamble hereto.



         "DGCL" means the General Corporation Law of the State of Delaware.



         "EFFECTIVE DATE" means the latter to occur of (a) the date on which the

board of directors of RTK has ratified and approved RTK's execution of this

Agreement and the other Principal Agreements to which RTK is a party and (b) the

date on which the Closing under (and as defined in the Share Exchange Agreement)

has occurred.



         "EXISTING STANDSTILL AGREEMENT" means the Standstill Agreement dated as

of September 5, 2002 between and among GTI, Alfa, RTK, CIG and Barings.



         "FIRST NIS" has the meaning specified in the preamble hereto.



         "GOVERNMENTAL OR REGULATORY AUTHORITY" means any court, tribunal,

arbitrator, arbitral panel or tribunal, legislature, government, ministry,

committee, inspectorate, authority, agency, commission, official or other

competent authority of any country or state, as well as any county, city or

other political subdivision of any of the foregoing.



         "NON-ELECTION ISSUE" has the meaning specified in Section 2(d).



         "PARTIES" means the Company, Alfa, Telenor, RTK, Cavendish, First NIS

and CIG.

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