STOCK APPRECIATION RIGHTS AWARD AGREEMENT

EDN SOVINTEL
2005 STOCK APPRECIATION RIGHTS BONUS PLAN

STOCK APPRECIATION RIGHTS AWARD AGREEMENT

To:

Date:

XXX Xxxxxxxx (“Sovintel”), pursuant to the EDN Sovintel 2005 Stock Appreciation Rights Bonus Plan (the “Plan”), has granted you Stock Appreciation Rights (“SARs”) Awards under the Plan. These Awards are subject to all of the terms and conditions as set forth in the Plan, a copy of which is attached hereto and incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Date of Grant: [insert date]

Date of Expiration: [insert Date of Grant + 5 years]

Total Number of Stock Appreciation Rights Subject to this Award: [insert # ]
(divided 25% subject to performance vesting and 75% subject to time vesting) —

1.) SARs Subject to Performance Vesting: [insert # equal to 25% of total]
•		[Base OR Premium Base] Value Per Share: [insert $]

2.) SARs Subject to Time Vesting: [insert # equal to 75% of total]

• 1^st anniversary of the date of grant – [insert # equal to 33%]

• Premium Base Value Per Share: [insert $]

• 2^nd anniversary of the date of grant — [insert # equal to 33%]

• Premium Base Value Per Share: [insert $]

• 3^rd anniversary of the date of grant - [insert # equal to 33%]

	•		Premium Base Value Per Share: [insert $]
			Vesting Schedule: Stock Appreciation Rights Awards shall vest in the amounts set forth above as follows:

Performance Vesting. Vesting of the Performance Vesting portion of the SAR Award shall vest in full only upon the Common Stock of Golden Telecom, Inc. (the “Company”) achieving a closing trading price of at least [insert $] per share for thirty (30) consecutive days as determined in the sole discretion of Sovintel. If the Company’s Common Stock does not achieve a closing trading price of at least [insert $] per share for thirty (30) consecutive days within three (3) years of the Date of Grant, such portion of the Award shall expire by its terms and shall not be exercisable by you.

Time Vesting. Vesting of the Time Vesting portion of the SAR Award shall vest incrementally in accordance with the schedule set forth above on each one year anniversary of the Date of Grant, provided that you continue to be employed by Sovintel as of each such anniversary date.

Settlement: Exercisability:		A Grantee shall exercise his Stock Appreciation Rights in accordance with the requirements of the Plan. In connection with a proper exercise of your Award, you will receive CASH equal in value to the positive difference between the Base Value (or Premium Base Value) and the Final Value multiplied by the number of Stock Appreciation Rights being exercised. Vested Awards shall be exercisable by you only until the fifth (5) anniversary of the Date of Xxxxx. Awards that remain unexercised after such date shall expire by their terms.
Withholding:		Sovintel shall be entitled to withhold from any settlement of Stock Appreciation Rights Awards under the Plan the cash necessary to cover applicable taxes and, if the amount of such withholding is insufficient, Sovintel may require you or your beneficiary, if applicable, to pay to Sovintel the amount required to be withheld in taxes.
Award Not a Service Contract:		Your Stock Appreciation Rights Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of Sovintel or a subsidiary, or of Sovintel or a subsidiary to continue your employment. In addition, nothing in your Award shall obligate Sovintel or a subsidiary, their respective shareholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as an Employee of Sovintel or a subsidiary.
Notices:		Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by Sovintel to you, at your address as shown in Xxxxxxxx’s records.
Governing Plan Document:		Your Stock Appreciation Rights Award is subject to the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.
Beneficiary Designation:		The Plan grants you the right to designate a beneficiary to receive your Awards in the event you predecease the date such Award, once exercised, is distributable to you. You may change your beneficiary designation at any time, subject to the restrictions provided below, by doing so in writing and submitting such written notice to Sovintel, which shall (i) attach a copy of such change to this document and (ii) mark the beneficiary designation line of this document as “Amended Effective as of [the date of your change submission].”

Prior to making any payment to your designated beneficiary, Sovintel shall have the ability to consult with legal counsel on the permissibility of making such payment under applicable Russian Federation law. If you are legally married at the time of the designation, and the designated beneficiary is not your spouse, then a written consent of your spouse will be required to be provided by you, or else Sovintel may not pay benefits under the Plan to the designee named and the benefit would pass to your estate under applicable law. Notwithstanding anything to the contrary in the Plan or in this Award Agreement, to the extent that Sovintel is advised by legal counsel that payment pursuant to the beneficiary designation in this Award Agreement would violate applicable Russian Federation law, Sovintel shall, with respect to such payment, follow the law of the Russian Federation which applies to property of a descendent when no beneficiary has been made.

By signing this Award Agreement, you hereby acknowledge and accept that the aforementioned procedure shall apply with respect to your beneficiary designations in this Award Agreement.

Termination of
Employment; Effect
On Awards:		In the event that you die, Stock Appreciation Rights granted hereunder shall expire and thus be rendered not exercisable either by you or as appropriate (subject to the limitations herein on beneficiary designation), your beneficiary, on the ninety-first (91st) day following the date of death.

In the event that you terminate your employment with Sovintel other than for the reasons set forth in Section 3.03 of the Plan, Stock Appreciation Rights granted hereunder shall expire and thus be rendered not exercisable by you or as appropriate (subject to the limitations herein on beneficiary designation), your beneficiary, on the thirty-first (31st) day following the effective date of the termination of your employment.

Additional Terms/
Acknowledgements:The undersigned recipient of a Stock Appreciation Rights Award
acknowledges receipt of, and understands and agrees to, this Award Agreement and
the Plan. The undersigned further acknowledges that as of the date of each such
Award, this Agreement and the Plan set forth the entire understanding between you
and Sovintel regarding the acquisition of the rights conferred by the Plan and
supersede all prior oral and written agreements on that subject with the
exception of Awards previously granted and delivered to you under the Plan.
XXX Xxxxxxxx				Xxxxxxx:
By:
Title:		Signature		Date:		Signature
Date:

Beneficiary Designation:

Name Address

Attachment: EDN Sovintel, Inc. 2005 Stock Appreciation Rights Bonus Plan