REGISTRATION RIGHTS AGREEMENT



                           Dated as of August 19, 2003



                                between and among



                              Golden Telecom, Inc.,



                              Alfa Telecom Limited,



                           Nye Telenor East Invest AS,



                                 OAO Rostelecom,



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



                           Cavendish Nominees Limited



                                       and



                          First NIS Regional Fund SICAV



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                                TABLE OF CONTENTS



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{S}                                                                           {C}

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



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

1.2      INTERPRETATION...................................................     4



2.    SECURITIES SUBJECT TO THIS AGREEMENT................................     5



3.    DEMAND REGISTRATION.................................................     5



3.1      DEMAND REQUESTS..................................................     5

3.2      CERTAIN COMPANY OBLIGATIONS......................................     5

3.3      EFFECTIVE REGISTRATION STATEMENT.................................     6

3.4      NUMBER OF, AND LIMITATIONS ON, REGISTRATIONS.....................     6

3.5      EXPENSES ........................................................     6

3.6      SELECTION OF UNDERWRITERS........................................     6

3.7      CIRCUMSTANCES AND EFFECT OF WITHDRAWAL OF DEMAND REGISTRATION....     6



4.    INCIDENTAL REGISTRATION.............................................     7



4.1      REQUEST FOR REGISTRATION.........................................     7

4.2      EXPENSES.........................................................     8



5.    REGISTRATION PROCEDURES.............................................     8



6.    EXPENSES............................................................    12



7.    INDEMNIFICATION.....................................................    13



7.1      INDEMNIFICATION BY THE COMPANY...................................    13

7.2      INDEMNIFICATION BY SHAREHOLDERS..................................    13

7.3      CONDUCT OF INDEMNIFICATION PROCEEDINGS...........................    13

7.4      CONTRIBUTION.....................................................    14



8.    TRANSFER OF REGISTRATION RIGHTS.....................................    15



9.    NO INCONSISTENT AGREEMENTS..........................................    15



10.      TERM AND TERMINATION.............................................    15



11.      MISCELLANEOUS....................................................    15



11.1     SPECIFIC PERFORMANCE.............................................    15

11.2     WAIVERS; REMEDIES................................................    15

11.3     AMENDMENTS.......................................................    16

11.4     NO ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARIES......    16

11.5     SEVERABILITY.....................................................    16

11.6     FURTHER ASSURANCES...............................................    16

11.7     ENTIRE AGREEMENT.................................................    16

11.8     NOTICES..........................................................    16

11.9     GOVERNING LAW....................................................    20

11.10    ARBITRATION; WAIVER OF SOVEREIGN IMMUNITY........................    20

11.11    COUNTERPARTS; LANGUAGE...........................................    22

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REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2003 (this "AGREEMENT")

between and among Golden Telecom, Inc., a corporation organized under the laws

of the State of Delaware, United States of America (the "COMPANY"), 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 the State of Delaware, United States of America ("CIG"),

Cavendish Nominees Limited, a limited liability company organized under the laws

of Guernsey ("CAVENDISH"), and First NIS Regional Fund SICAV, a private

institutional fund organized under the laws of Luxembourg ("FIRST NIS" and,

together with Cavendish, collectively, "BARINGS").



                                   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:



         "ADVICE" has the meaning specified in the last paragraph of Section 5.



         "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



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the direction of management or policies (whether through ownership of securities

or partnership or other ownership interests, by contract or otherwise) of a

Person.



         "AGENTS" means any Person authorized to act and who acts on behalf of a

Shareholder with respect to the transactions contemplated by this Agreement.



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



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



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



         "BUSINESS DAY" means a day other than a Saturday, a Sunday or any day

on which banks located in Moscow, Russia, Oslo, Norway, London, England or New

York, New York are authorized or obliged to close.



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



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



         "COMMON STOCK" means shares of the Company's common stock, par value

$.01 per share, as the same may be constituted from time to time.



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



         "CONTROLLED AFFILIATE" means, with respect to any Person, any Affiliate

of such Person in which such Person owns or controls, directly or indirectly,

more than fifty percent (50%) of the securities having ordinary voting power for

the election of directors or other governing body thereof or more than fifty

percent (50%) of the partnership or other ownership interests therein (other

than as a limited partner).



         "CONTROLLING PERSON" means, with respect to any Person, any other

Person which owns or controls, directly or indirectly, more than fifty percent

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