GUARANTEE



THIS GUARANTEE (this "GUARANTEE") dated as of September 5, 2002 by Golden

Telecom, Inc., a corporation duly organized and validly existing under the laws

of the State of Delaware in the United States (the "GUARANTOR"), in favor of OAO

ROSTELECOM, a joint stock company duly organized and existing under the laws of

the Russian Federation (the "SELLER").



WHEREAS, Seller, on the one hand, and SFMT-CIS, INC., a corporation duly

organized and validly existing under the laws of the State of Delaware in the

United States ("SFMT") and OOO TELEROSS, a limited liability company duly

registered and validly existing under the laws of the Russian Federation

("TELEROSS"), each an Affiliate of the Guarantor, on the other hand, have

entered into an Ownership Interest Purchase Agreement, dated as of March 13,

2002 (as the same may be amended, modified or supplemented from time to time,

the "AGREEMENT"), providing for the sale by Seller to SFMT and TeleRoss of

Seller's 50% interest in OOO EDN Sovintel, a Russian limited liability company

(the "COMPANY");



WHEREAS, as a portion of the Purchase Price under the Agreement, TeleRoss has

agreed to issue in favor of the Seller the TeleRoss Promissory Note with a face

value equal to the Ruble equivalent of US $46,000,000;



WHEREAS, as an inducement to the Seller to enter into the Agreement, the

Guarantor has agreed to issue this Guarantee and the delivery of this Guarantee

to the Escrow Agent is a condition precedent to the Closing of the transactions

envisaged thereby; and



WHEREAS, the Guarantor will derive direct and indirect benefit from the sale by

the Seller to the Guarantor's Affiliates of the Seller's 50% interest in the

Company;



NOW, THEREFORE, in consideration of the foregoing premises and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the Guarantor hereby agrees as follows:



1. Definitions



          As used in this Guarantee, the terms defined in the preamble and

recitals hereto shall have the respective meanings specified therein. In

addition, capitalized terms defined in this Guarantee used and not otherwise

defined herein shall have the meanings set forth in the Agreement and the

following terms shall have the following meanings:



"Guaranteed Obligation" shall mean the obligation of TeleRoss under the TeleRoss

Promissory Note to pay an amount in Russian Rubles equal to US $46,000,000, at

the







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exchange rate established by the CBR on the payment date specified in the

TeleRoss Promissory Note all in accordance with its terms and the terms of the

Agreement.



"Non-Payment Notice" has the meaning set forth in Section 2(b).

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