GOLDEN TELECOM INC
SHAREHOLDERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>7
<FILENAME>h99914exv10w4.txt
<DESCRIPTION>SHAREHOLDERS AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4



                             SHAREHOLDERS AGREEMENT


THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and entered into as of
September 5, 2002 by and among Golden Telecom, Inc., a Delaware corporation (the
"Company"), Alfa Telecom Limited, a company incorporated in the British Virgin
Islands ("Alfa"), OAO Rostelecom, a company organized in the Russian Federation
("RTK"), Capital International Global Emerging Markets Private Equity Fund,
L.P., a Delaware limited partnership ("CIG"), Cavendish Nominees Limited, a
limited liability company organized and registered under the laws of Guernsey
("Cavendish"), and First NIS Regional Fund SICAV, a private institutional fund
organized and registered under the laws of Luxembourg (together with Cavendish,
"Barings") (each of Alfa, RTK, CIG and Barings, an "Investor" or collectively
the "Investors").


RECITALS

(A) Alfa currently holds 10,731,707 shares of the Company's Common Stock (as
defined herein), CIG currently holds 2,166,405 shares of the Company's Common
Stock; and Barings currently holds 2,568,376 shares of the Company's Common
Stock.

(B) RTK is acquiring from the Company, pursuant to the Ownership Interest
Purchase Agreement between SFMT-CIS, Inc., OOO Teleross and RTK dated as of
March 13, 2002, 4,024,067 shares of the Company's Common Stock, constituting
approximately 15% of the issued and outstanding Common Stock of the Company.

(C) The Investors desire to set forth the terms and conditions of certain
agreements between them regarding certain rights and restrictions with respect
to the Shares (as defined herein) and other matters described herein, and the
Company has agreed to become a party to this Agreement to facilitate such
agreements.

(D) In consideration of the premises and the mutual agreements contained herein,
the parties hereby agree as follows:

                                    AGREEMENT

1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the
following meanings:

"Affiliate" has the meaning ascribed to such term in the Delaware General
Corporations Law, 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;

"Board" means the board of directors of the Company;

"Common Stock" means shares of the Company's common stock, par value $0.01 per
share, as the same may be constituted from time to time;

"Director" means a member of the Board;



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"Original Shares" means the shares of Common Stock purchased by the Investors
pursuant to the Share Purchase Agreement, dated April 2, 2001 (the "Purchase
Agreement"), and entered into between Global Telesystems, Inc. ("GTS") and each
of CIG, Alfa and Barings;

"Permitted Transferee" of an Investor shall mean any other Person controlled by,
under common control with or in control of such Investor, and in the case of
Cavendish shall also include each of the following: Baring Vostok Private Equity
Fund, L.P.1, Baring Vostok Private Equity Fund, L.P.2, Baring Vostok Private
Equity Fund L.P.3, the NIS Restructuring Facility and First NIS Regional Fund
SICAV;

"Person" means an individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof;

"Pro Rata Portion" with respect to an Investor means a fraction, the numerator
of which is the total number of Shares owned by such Investor and the
denominator of which is the total number of outstanding shares of Common Stock
held by the Investors;

"Shares" means shares of Common Stock of the Company, any securities issued or
issuable with respect to such shares of Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization, as well as any other shares of
capital stock of the Company;

"Transfer" means any transfer, in whole or in part, by sale, pledge, assignment,
grant or other means, including, without limitation, by the grant of an option,
of Shares, but shall not include any issuance of Shares or granting of options
pursuant to the 1999 Equity Plan of the Company, as amended on June 26, 2001,
and as amended from time to time (the "Equity Plan") or any other shareholder
approved equity participation plan; and

"Third Party" shall mean any Person other than a Permitted Transferee.

2. TAG-ALONG RIGHTS

2.1 Alfa shall not, in any one transaction or series of related transactions,
Transfer Shares to any Third Party, who will own, directly or through
Affiliates, no less than one-third of the Shares (such number to be
appropriately adjusted for Share repurchases, stock splits, stock dividends,
reorganizations, recapitalizations and other similar transactions) immediately
after such purchase (a "Third Party Offer"), unless the terms and conditions of
the Third Party Offer include an offer, at the same price and on the same terms
as the Transfer by Alfa, to include, at the option of CIG, RTK and/or Barings,
in the sale or other disposition to the Third Party, a number of Shares owned by
CIG, RTK and/or Barings determined in accordance with Section 2.3. For the
purposes of this Section, a series of transactions in which Alfa sells any
Shares to two or more Persons (whether related or unrelated) and such Persons
subsequently re-sell such Shares to the same Third Party or two or more
affiliated Third Parties shall be deemed as a series of "related" transactions.

2.2 Alfa shall cause the Third Party Offer to be reduced to writing (which
writing shall include an offer to purchase or otherwise acquire Shares from CIG,
RTK and Barings as provided in this Section 2) and shall send written notice of
the Third Party Offer together with a copy of the Third Party Offer (the
"Inclusion Notice") to CIG, RTK and Barings in the manner set forth in Section
9.4 hereof. At any time within 20 calendar days after delivery of the Inclusion
Notice, CIG, RTK and Barings may accept the offer included in the Inclusion
Notice by furnishing written notice of acceptance to Alfa.

2.3 Each of CIG, RTK and Barings shall have the right (an "Inclusion Right") to
sell pursuant to the Third Party Offer that number of its



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Shares, not to exceed the number of its Shares, equal to the product of (x) its
Pro Rata Portion and (y) the total number of Shares covered by the Third Party
Offer.

2.4 Subject to the provisions of Section 2.5, the terms and consideration
payable per Share to be transferred by CIG, RTK and Barings in such sale or
other disposition shall be the same in all respects as the consideration payable
to Alfa per Share so transferred by Alfa.

2.5 This Section 2 does not apply if Alfa transfers Shares to an internationally
recognized financial institution, a telecommunications company with market
capitalization in excess of $1 billion or an international investment fund with
a majority of capital provided by reputable institutional or governmental
shareholders. Further, this Section 2 does not apply to sales by Alfa in an
underwritten public offering of Shares registered pursuant to the GTS
Registration Rights Agreement, as defined in Section 5 hereof, and the rights of
such parties in connection with such offering shall be governed by the terms of
the GTS Registration Rights Agreement.

3. NOMINATION AND REMOVAL OF DIRECTORS

3.1 The Company and each Investor agree that so long as the voting agreement set
forth in this Section 3 remains in effect, each of them shall take all action
necessary from time to time (including, without limitation, the voting of
shares, execution of written consents, the calling of special meetings, the
removal of directors, the filling of vacancies on the Board which currently
consists of nine (9) members, the waiving of notice and attendance at meetings,
the amendment of the Company's by-laws and the like) necessary to maintain a
sufficient number of financially literate independent directors on its Board of
Directors to satisfy the audit committee requirement and other requirements for
Board composition set forth in the National Association of Securities Dealers
Marketplace Rules (the "Marketplace Rules"), as amended from time to time and in
other applicable legislation, rules and regulations. In furtherance thereof, and
in order to insure appropriate Board representation for significant
shareholders, the Company and each Investor agree to maintain the membership on
the Board as follows:

          (i) three directors shall be designated by Alfa (the "Alfa
          Directors");

          (ii) one director shall be designated by CIG (the "CIG Director");

          (iii) one director shall be designated by Barings (the "Barings
          Director");

          (iv) two directors shall be designated by RTK (the "RTK Directors"),
          and one of these directors shall be independent and financially
          literate;

          (v) two directors shall be designated by the Directors sitting on the
          Board on the date of the Board meeting whereat the Board adopts the
          resolutions concerning the annual meeting of stockholders, including
          the resolution wherein the Board nominates individuals to stand for
          election as Directors for the year following the Annual Meeting of
          Stockholders, (the "Jointly Designated Directors") and, if required by
          the Marketplace Rules in order to maintain a majority of the
          independent directors on the Board, these two directors shall be
          independent and financially literate.

3.2 For the purposes of this Section 3 "independent director" shall be defined
in accordance with the Marketplace Rules, as amended from time to time.

3.3 If any Investor gives notice at any time to the Company and the other
Investors that any individual then serving as a director of the Company
designated by such Investor is no longer such Investor's designee then such
Investor, the Company and the other Investors shall take all such actions as are
necessary to remove the director so designated.



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3.4 If any independent and financially literate director at any time during
his/her term ceases to meet the criteria for independent directors as set forth
in the Marketplace Rules, the Company and the other Investors shall take all
such actions as are necessary to remove such director.

3.5 If a Director designated by an Investor (the "Affected Investor") dies,
resigns, or is removed as a director of the Company pursuant to Section 3.2 or
3.3 or 3.4 then the Affected Investor, the Company and the other Investors shall
take such action as is necessary to elect as a director an individual designated
by the Affected Investor, provided that if any independent and financially
literate director is removed, such independent and financially literate director
shall be replaced by another independent and financially literate director.

3.6 From and after such time as Alfa shall own shares of Common Stock
aggregating fewer than 15% of all of the issued and outstanding shares of Common
Stock, the number of Alfa Directors shall be reduced to two and Alfa shall cause
one of the Alfa Directors to resign if there are three such directors serving on
the Board at such time.

3.7 From and after such time as RTK shall own shares of Common Stock aggregating
fewer than 10% of all of the issued and outstanding shares of Common Stock, the
number of RTK Directors shall be reduced to one and RTK shall cause one of the
RTK Directors to resign if there are two such directors serving on the Board at
such time.

3.8 From and after such time as any Investor shall own shares of Common Stock
aggregating fewer than 3% of all of the issued and outstanding shares of Common
Stock, the Board representation rights of that Investor as outlined in this
section 3 shall terminate and such Investor shall possess no further rights to
continued Board representation under this Agreement. Within 3 business days
after any Investor shall own shares of Common Stock aggregating fewer than 3% of
all of the issued and outstanding shares of Common Stock, that Investor shall
cause the Investor's designee to resign from his/her position as director.


4. VOTING PROCEDURES

4.1 Subject to the provisions of applicable law, and applicable securities
exchange listing requirements, any two Directors (the "Initiating Directors")
shall have the right to subject any proposed resolution of the Board ("Proposed
Resolution") which, if adopted by the Board, will, authorize, direct or instruct
management of the Company to negotiate, enter into or consummate a Special
Transaction (as defined below), to the reconciliation procedure set forth in
this Section 4 (the "Reconciliation Procedure").

4.2 In the event that the agenda for any meeting of the Board contains any item
for review by the Board the subject matter of which may lead the directors to
adopt a Proposed Resolution, then the Company shall identify such agenda item as
a Special Transaction in the materials accompanying the agenda. In order to
initiate the Reconciliation Procedure, the Initiating Directors must notify the
Company and each of the other Directors (the "Initiation Notification") within 5
business days of delivery of the agenda and materials outlining the subject
matter of the Special Transaction to the Board that the Initiating Directors are
exercising their right to initiate the Reconciliation Procedure.

4.3 Upon receipt by the Company and each of the Directors other than the
Initiating Directors of the Initiation Notification, the Board shall refrain
from adopting any Proposed Resolution which is the subject of the Reconciliation
Procedure until the date that is at least 45 calendar days after the delivery by
the Company of the agenda containing the Special



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Transaction (the "Reconciliation Termination Date) unless otherwise agreed to be
a lesser period in writing by each Initiating Director.

4.4. At any time after the delivery of the Initiation Notification and prior to
the expiration of the Reconciliation Termination Date, the Initiating Directors
may demand that the Company convene a special meeting of the Board (the "Special
Meeting") for further consideration of the Special Transaction by delivering
written notification to the Company requesting that the Company convene such
Special Meeting (the "Special Meeting Notification"). The Initiating Directors
may request in the Special Meeting Notification that the Company retain a
Special Consultant (as defined in Section 4.9 hereof) to review the Special
Transaction in accordance with Section 4.9.

4.5. Upon receipt by the Company of the Special Meeting Notification, the
Company shall undertake to convene the Special Meeting as soon as practically
possible and in any event prior to the Reconciliation Termination Date, and if
requested by the Initiating Directors, to retain a Special Consultant (as
defined below) to review the Special Transaction.

4.6. At any time after the expiration of the Reconciliation Termination Date or
at the Special Meeting, any Director may move for the adoption of the Proposed
Resolution that is the subject matter of the Reconciliation Procedure after the
Proposed Resolution has been placed on the agenda of a meeting of the Board.
Such Proposed Resolution must be approved and adopted by a majority of the
Directors voting in favor of the Proposed Resolution.

4.7 With respect to any single Special Transaction, each Director may initiate
the Reconciliation Procedure only one time.

4.8 For the purposes of this Section 4, "Special Transaction" shall mean any
transaction or series of related transactions involving, directly or indirectly,
a value exceeding 5% of the total consolidated assets of the Company and its
subsidiaries.

4.9 Upon demand from the Initiating Directors, a special consultant (the
"Special Consultant") shall be selected and engaged by the Company to review any
Special Transaction. Any such Special Consultant shall be independent from and
in no way affiliated with any Investor. The Company shall determine the scope of
work to be performed by the Special Consultant and the compensation to be paid
for the services of the Special Consultant. The Investors hereby agree that the
Company shall be responsible for any fees charged by the Special Consultant,
provided that prior to being placed on the agenda of the Board, the Special
Transaction:

          (a) was not reviewed by an independent professional consultant; or

          (b) was reviewed by an independent professional consultant not
previously approved by the Board.

4.10. The Investors further agree that in all other instances 50% of the costs
related to the review of the Special Transaction by the Special Consultant shall
be reimbursed by the Investor(s) which designated the Initiating Directors
initiating the Reconciliation Procedure and the review of the Special
Transaction Proposal by such Special Consultant.

4.11 Notwithstanding the foregoing, the procedures set forth in Section 4 shall
be applicable only to extent that the Board shall have concluded in good faith
that such action is consistent with the discharge of its fiduciary duties to the
stockholders of the Company.


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5. ASSIGNMENT OF GTS REGISTRATION RIGHTS AGREEMENT CONFIRMED

5.1 The Company hereby confirms that Alfa shall have with respect to all of
Alfa's Original Shares, such rights, title and interest as provided under the
GTS Registration Rights Agreement, dated as of October 5, 1999 (the "GTS
Registration Rights Agreement") by and between GTS and the Company. The Company
acknowledges in all respects the assignment (the "Assignment") to Alfa by GTS of
its rights under the GTS Registration Rights Agreement effected on May 11, 2001
and confirms the availability of three Demand Registration rights thereunder (as
such term is defined therein).

5.2 Alfa shall not be liable to the Company or any of its successors, assigns,
affiliates, directors, officers, stockholders, agents or representatives for any
losses, liabilities (contingent or otherwise), damages, and expenses of any
nature or kind in connection with the GTS Registration Rights Agreement that
have or may have occurred prior to the date of the Assignment.

5.3 Subject to Section 5.2 above, to the extent of its interests therein Alfa
agrees to be bound by the terms of the GTS Registration Rights Agreement as if
signatory thereto.

6. NO CONFIDENTIAL AGREEMENTS

Each Investor agrees that it has not, as of the date hereof, and will not from
and after the date hereof enter into any agreements, arrangements or
understandings (excluding for purposes of this Agreement those agreements,
arrangements or understanding in existence as of the date hereof and known by
all of the Investors) with (i) any one or more of the other Investors with
respect to matters relating to the Company, its management or any Shares or (ii)
with the Company, its affiliates or management without the prior written consent
of the other Investors.

7. TERMINATION

This Agreement shall terminate on the later of (x) the third anniversary of the
date of the Closing (as defined in the Purchase Agreement) and (y) the date of
the annual meeting of shareholders of the Company held in calendar year 2004. If
earlier, this Agreement will terminate as to any Investor when it ceases to hold
at least 1.5% of the outstanding Common Stock of the Company; provided, however,
that Section 2 of this Agreement shall terminate earlier as to Barings or CIG,
as the case may be, when it ceases to hold at least 2.5% of the outstanding
Common Stock of the Company.

8. AFFILIATE STATUS

At the date of this Agreement, Alfa represents and warrants that it is an
affiliate of (being under common control with) OAO Alfa Bank, a Russian open
joint stock company.

9. MISCELLANEOUS

9.1 Remedies. Each party shall be entitled to exercise all rights provided
herein or granted by law, including recovery of damages, and each party hereto
will be entitled to specific performance of their rights under this Agreement.
Each of the Investors and the Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

9.2 No Inconsistent Agreements. The Company will not on or after the date of
this Agreement enter into any agreement with respect to its securities which is
inconsistent with



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the rights granted to the Investors in this Agreement or otherwise conflicts
with the provisions hereof.

9.3 Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of each Investor.

9.4 Notice. All notices, requests, demands and other communications provided for
by this Agreement shall be in writing (including telecopier or similar writing)
and shall be deemed to have been given at the time when mailed in a registered
or certified postpaid envelope, or sent by Federal Express or other similar
overnight courier service, addressed to the address of the parties stated below
or to such changed address as such party may have fixed by notice or, if given
by telecopier, when such telecopy is transmitted and the appropriate answerback
is received.

        (i)       If to Alfa:

                  Alfa Telecom Limited
                  P.O. Box 3339
                  Geneva Place
                  2nd Floor
                  333 Waterfront Drive
                  Road Town
                  Tortola, British Virgin Islands

                  Facsimile No.: +350 40 729
                  Attention: Pavel Nazarian

                  with a copy to:

                  Squire, Sanders & Dempsey
                  2/3 Paveletskaya Square
                  115054 Moscow
                  Russian Federation
                  Facsimile No.: +7 (095) 258-5251
                  Attention: David Wack



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        (ii)      If to CIG:

                  c/o Capital International Global Emerging Markets
                  Private Equity Fund, L.P.
                  135 South State College Boulevard
                  Brea, CA
                  90071-1447

                  Facsimile No.: +1 (714) 671-7080
                  Attention: Jim Brown

                  with a copy to:

                  Capital International Limited
                  25 Bedford Street
                  London WC2E 9HN

                  Facsimile No.: +44 (20) 7864-5768
                  Attention: Ida Levine

                  and to:

                  Capital Research International Inc.
                  25 Bedford Street
                  London WC2E 9HN

                  Facsimile No.: +44 (20) 7864 5814
                  Attention: Ashley Dunster

                  and to:

                  Fried, Frank, Harris, Shriver & Jacobson
                  99 City Road
                  London
                  EC1Y 1AX

                  Facsimile No.: +44 (20) 7972 9602
                  Attention: Karen Wiedemann

        (iii)     If to Cavendish Nominees Limited:

                  c/o International Private Equity Services
                  13-15 Victoria Road
                  PO Box 431



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<PAGE>



                  St. Peter Port
                  GY1 3ZD, Guernsey

                  Facsimile No.: +44 (0) 1481 715 219
                  Attention: Mrs. Connie Helyar

                  with a copy to:

                  Baring Vostok Capital Partners
                  10 Uspenski Pereulok
                  103006 Moscow, Russia

                  Facsimile No.: +7 (095) 967 1308
                  Attention: Michael Calvey

                  and to:

                  Fried, Frank, Harris, Shriver & Jacobson
                  99 City Road
                  London
                  EC1Y 1AX

                  Facsimile No.: +44 (20) 7972 9602
                  Attention: Karen Wiedemann

        (iv)      If to First NIS Regional Fund SICAV:

                  c/o Bank of Bermuda Luxembourg
                  13 Rue Goethe
                  L-1638, Luxembourg

                  Facsimile No.: +35 2 40 46 46 595
                  Attention: Christine Tourney

                  with a copy to:

                  Baring Vostok Capital Partners
                  10 Uspenski Pereulok
                  103006 Moscow, Russia

                  Facsimile No.: +7 (095) 967 1308
                  Attention: Michael Calvey

                  and to:



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<PAGE>



                  Fried, Frank, Harris, Shriver & Jacobson
                  99 City Road
                  London
                  EC1Y 1AX

                  Facsimile No.: +44 (20) 7972 9602
                  Attention: Karen Wiedemann

        (v)       If to the Company:

                  Golden Telecom, Inc.
                  4400 MacArthur Blvd., N.W.
                  Suite 200
                  Washington DC 20007

                  Facsimile No.: +1 (202) 332-4877
                  Attention: General Counsel

                  and to

                  Representation Office of Golden TeleServices, Inc.
                  12 Trubnaya St.  8th Floor
                  Moscow 103045 Russia

                  Facsimile No.: +7 (095) 797-9332
                  Attention: General Counsel

        (vi)      If to RTK:

                  OAO Rostelecom
                  Moscow, ul. 1st Tverskaya-Yamskaya, 14
                  RussianFederation,
                  125047

                  Facsimile No.: +7 (095) 787-2850
                  Attention:  Kouznetsov Sergei Ivanovich

                  and

                  c/o Clifford Chance Punder CIS Ltd.
                  Ul. Sadovaya-Samotechnaya, 24/27
                  103051 Moscow Russian Federation



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<PAGE>



9.6 Assignment. Except upon transfers of Shares subject hereto to Permitted
Transferees which agree to accept such Shares subject to the terms hereof and to
be bound hereby, no party shall assign or transfer any of its rights under this
Agreement without the prior written consent of the other parties.

9.7 Governing Law. This Agreement shall be governed by the laws of the State of
New York. The jurisdiction and venue in any action brought by any party hereto
pursuant to this Agreement shall lie exclusively in any federal or state court
located in the City of New York, New York. The parties irrevocably agree that
venue would be proper in any such court, and hereby waive any objection that any
such court is an improper or inconvenient forum for the resolution of such
action. The parties agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdiction by suit on the
judgment or in any other manner provided by applicable law.

9.8 Entire Agreement. This Agreement, together with any other agreements between
the parties, constitutes the entire understanding between the parties and
supersedes all proposals, commitments, writings, negotiations and
understandings, oral and written, and all other communications between the
parties relating to the subject matter of this Agreement and all prior
agreements, including the Shareholders' Agreement made between the Company, GTS,
Alfa, CIG, Cavendish and Barings dated 11 May 2001, which Agreement shall upon
execution and delivery of this Agreement terminate and cease to have any effect.

9.9 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same document.

9.10 Severability. Should any part, term or condition hereof be declared illegal
or unenforceable or in conflict with any other law, the validity of the
remaining portions or provisions of this Agreement shall not be affected
thereby, and the illegal or unenforceable portions of this Agreement shall be
and hereby are redrafted to conform with applicable law, while leaving the
remaining portions of this Agreement intact.

9.11 Force Majeure. No party shall be deemed to have breached this Agreement or
be held liable for any failure or delay in the performance of all or any portion
of its obligations under this Agreement if prevented from doing so by a cause or
causes beyond its control. Without limiting the generality of the foregoing,
such causes include acts of God or the public enemy, fires, floods, storms,
earthquakes, riots, strikes, lock-outs, wars and war-operations, restraints of
government power or communication line failure or other circumstances beyond
such party's control, or by reason of the judgment, ruling or order of any court
or agency of competent jurisdiction or change of law or regulation subsequent to
the execution of this Agreement.

9.12 Successors and Assigns. Subject to the provisions of Section 9.6, this
Agreement is solely for the benefit of the parties and their respective
permitted successors and assigns. Nothing herein shall be construed to provide
any rights to any other entity or individual.

9.13 Headings. Section headings are for convenience only and do not control or
affect the meaning or interpretation of any terms or provisions of this
Agreement.

9.14 Attorney's Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof or thereof is validly
asserted as a defense, the



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successful party shall be entitled to recover reasonable attorneys' fees in
addition to any other available remedy.




                            [signature page follows]



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<PAGE>



IN WITNESS WHEREOF, the Investors and the Company have caused this Shareholders
Agreement to be duly executed by their respective officers, each of whom is duly
authorized, all as of the day and year first above written.


 ALFA TELECOM LIMITED                          CAVENDISH NOMINEES LIMITED

 By:                                           By:
    -----------------------------                 ------------------------------
 Name:                                         Name:
 Title:                                        Title:



 FIRST NIS REGIONAL FUND SICAV                 OAO ROSTELECOM

 By:                                           By:
    -----------------------------                 ------------------------------
 Name:                                         Name: Sergey Kouznetsov
 Title:                                        Title:   General Director

 By:                                           By:
    -----------------------------                 ------------------------------
 Name:                                         Name: Alexander Lutsky
 Title:                                        Title:   Chief Accountant



 CAPITAL INTERNATIONAL GLOBAL EMERGING MARKETS PRIVATE
 EQUITY FUND, L.P.

 By:
    -----------------------------
 Name:
 Title:


 GOLDEN TELECOM, INC.

 By:
    -----------------------------
 Name: Alexander Vinogradov
 Title:   President and Chief Executive Officer





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