**Agreement\
between\
the Government of the United States of America\
and\
the Government of the Federal Republic of Germany\
concerning\
the Foundation\
\"Remembrance, Responsibility and the Future\"**

The Government of the United States of America\
and\
the Government of the Federal Republic of Germany -

Intending to shape relations between their two States in a spirit of
friendship and cooperation for the future and to successfully resolve
issues stemming from the past,\
\
Recognizing that the Federal Republic of Germany has, building on Allied
legislation and in close consultation with victims\' associations and
interested Governments, provided, in an unprecedented manner,
comprehensive and extensive restitution and compensation to victims of
National Socialist persecution,\
\
Noting the historic announcement on February 16, 1999, made by the
Federal Chancellor and German companies, in which the companies stated
their intention to establish a foundation to compensate forced laborers
and others who suffered at the hands of German companies during the
National Socialist era and World War II,\
\
Noting that, by means of the Foundation Initiative, its member companies
wish to respond to the moral responsibility of German business arising
from the use of forced laborers and from damage to property caused by
persecution, and from all other wrongs suffered during the National
Socialist era and World War II,\
\
Recognizing as legitimate the interest German companies have in
all-embracing and enduring legal peace in this matter, and further
recognizing that such interest was fundamental to the establishment of
the Foundation Initiative,\
\
Noting that the two Governments announced that they welcomed and support
the Foundation Initiative,\
\
Noting that the Federal Republic of Germany and German companies have
since agreed on the creation of a single Foundation, \"Remembrance,
Responsibility and the Future\" (the \"Foundation\"), formed under
German federal law as an instrumentality of the Federal Republic of
Germany and funded by contributions from the Federal Republic of Germany
and the German companies,\
\
Recognizing that German business, having contributed substantially to
the Foundation, should not be asked or expected to contribute again, in
court or elsewhere, for the use of forced laborers or for any wrongs
asserted against German companies arising from the National Socialist
era and World War II,\
\
Recognizing that it is in the interest of both parties to have a
resolution of these issues that is non-adversarial and
non-confrontational, outside of litigation,\
\
Recognizing that both parties desire all-embracing and enduring legal
peace to advance their foreign policy interests,\
\
Noting in this regard the June 16, 2000, letter of the Assistant to the
President of the United States for National Security Affairs and the
Counsel to the President of the United States and the July 5, 2000,
letter of the Foreign Policy and Security Advisor of the Chancellor of
the Federal Republic of Germany, copies of which have been made public,\
\
Having worked as partners, in consultation with other interested parties
and governments, to assist German companies to achieve wide support for
the total amount of funds and the eligibility criteria of the Foundation
and for the establishment of all-embracing and enduring legal peace,\
\
Noting that the Foundation will assure broad coverage of victims and
broad participation by companies which would not be possible through
judicial proceedings,\
\
Believing that the Foundation will provide as expeditious as possible a
mechanism for making fair and speedy payments to now elderly victims,\
Having in mind that the Foundation covers, and that it would be in the
interests of both parties for the Foundation to be the exclusive remedy
and forum for addressing, all claims that have been or may be asserted
against German companies arising from the National Socialist era and
World War II,\
\
Recalling that for the last 55 years the parties have sought to work to
address the consequences of the National Socialist era and World War II
through political and governmental acts between the United States and
the Federal Republic of Germany,\
\
Noting that this Agreement and the establishment of the Foundation
represent a fulfillment of these efforts,\
\
Recognizing that the German Government has tabled a Bill before the
German Federal Parliament („Bundestag\") to establish the Foundation -\
\
Have agreed as follows:

Article 1

\(1\) The parties agree that the Foundation \"Remembrance,
Responsibility and the Future\" covers, and that it would be in their
interests for the Foundation to be the exclusive remedy and forum for
the resolution of, all claims that have been or may be asserted against
German companies arising from the National Socialist era and World War
II.\
\
(2) The Federal Republic of Germany agrees to ensure that the Foundation
shall provide appropriately extensive publicity concerning its
existence, its objectives and the availability of funds.\
\
(3) Annex A sets forth the principles that shall govern the operation of
the Foundation. The Federal Republic of Germany assures that the
Foundation will be subject to legal supervision by a German governmental
authority; any person may request that the German governmental authority
take measures to ensure compliance with the legal requirements of the
Foundation.\
\
(4) The Federal Republic of Germany agrees that insurance claims that
come within the scope of the current claims handling procedures adopted
by the International Commission of Holocaust Era Insurance Claims
(„ICHEIC\") and are made against German insurance companies shall be
processed by the companies and the German Insurance Association on the
basis of such procedures and on the basis of additional claims handling
procedures that may be agreed among the Foundation, ICHEIC, and the
German Insurance Association.

Article 2

\(1\) The United States shall, in all cases in which the United States
is notified that a claim described in article 1 (1) has been asserted in
a court in the United States, inform its courts through a Statement of
Interest, in accordance with Annex B, and, consistent therewith, as it
otherwise considers appropriate, that it would be in the foreign policy
interests of the United States for the Foundation to be the exclusive
remedy and forum for resolving such claims asserted against German
companies as defined in Annex C and that dismissal of such cases would
be in its foreign policy interest.\
\
(2) The United States, recognizing the importance of the objectives of
this agreement, including all-embracing and enduring legal peace, shall,
in a timely manner, use its best efforts, in a manner it considers
appropriate, to achieve these objectives with state and local
governments.\
\
Article 3\
\
(1) This agreement is intended to complement the creation of the
Foundation and to foster all-embracing and enduring legal peace for
German companies with respect to the National Socialist era and World
War II.\
\
(2) This agreement shall not affect unilateral decisions or bilateral or
multilateral agreements that dealt with the consequences of the National
Socialist era and World War II.\
\
(3) The United States will not raise any reparations claims against the
Federal Republic of Germany.\
\
(4) The United States shall take appropriate steps to oppose any
challenge to the sovereign immunity of the Federal Republic of Germany
with respect to any claim that may be asserted against the Federal
Republic of Germany concerning the consequences of the National
Socialist era and World War II.

Article 4

Annexes A, B and C shall be an integral part of this Agreement.

Article 5

This Agreement shall enter into force on the date on which the parties
agree by exchange of notes.\
\
\
\
\
DONE at Berlin on the 17th day of July, 2000, in duplicate in the German
and English languages, both texts being equally authentic.

  ----------------------------------- -----------------------------------
  For the Government of the\          For the Government of the\
  United States of America            Federal Republic of Germany

  ----------------------------------- -----------------------------------

**Annex A\
of the\
Agreement\
between\
the Government of the United States of America\
and\
the Government of the Federal Republic of Germany\
concerning\
the Foundation\
\"Remembrance, Responsibility and the Future\"**

**Principles Governing the Operation of the Foundation**

Article 1(3) of the Agreement provides that the principles governing the
operation of the Foundation will be set forth in Annex A. This Annex
reflects key elements of the Foundation that form a basis for the
Parties\' mutual commitments in the Agreement.\
\
1. The Foundation legislation will state that the purpose of the
Foundation is to make payments through partner organizations to those
who suffered as private and public sector forced or slave laborers and
those who suffered at the hands of German companies during the National
Socialist era and to establish a \"Remembrance and Future Fund\" within
the Foundation. It will state that the permanent task of the
\"Remembrance and Future Fund\" is to support projects that (a) serve to
promote understanding between nations, and serve social justice and
international cooperation in the humanitarian sector; (b) support youth
exchange programs and keep alive the memory of the Holocaust and the
threat posed by totalitarian, unlawful regimes and tyranny; and (c) also
benefit the heirs of those who have not survived.\
\
2. The Foundation legislation will provide for a Board of Trustees that
consists of an equal number of members appointed by the German
Government and German compa-nies and by other governments and victims\'
representatives, except that the Chairman shall be a person of
international stature appointed by the Chancellor of the Federal
Republic of Germany. The Board may be reduced in size after four years,
but the balance of the mem-bership will continue, to the extent
appropriate. The Board will adopt by-laws by a two-thirds majority vote.
All Foundation operations will be transparent and by-laws and similar
procedures will be made public.\
\
3. The Foundation legislation will provide that the Foundation will be
audited by the Federal Accounting Office and that all partner
organizations will also be audited.\
\
4. The Foundation legislation will provide that persons who were held in
concentra-tion camps as defined under the Federal Compensation Law
(„BEG\") or in another place of confinement or ghetto under comparable
conditions and were subject to forced labor („slave laborers\") will be
eligible to receive up to DM 15,000 each. The Foundation legisla-tion
will also provide that persons who were deported from their homelands
into the terri-tory of the 1937 borders of the German Reich or to a
German-occupied area, and were held in prison-like or extremely harsh
living conditions („forced laborers\") not covered by the above
definition will be eligible to receive up to DM 5,000 each. In addition,
from the allo-cated funds to make payments to forced laborers, partner
organizations will be authorized to make payments to others who were
forced to work during the National Socialist era. These other forced
laborers will receive up to DM 5,000 each. The eligibility of all
laborers covered by the Foundation will be limited to survivors and
heirs, as defined under para-graph 8, of those who died after February
15, 1999. In addition, victims of \"other non-labor personal injury
wrongs,\" including, but not limited to, medical experimentation and
Kinder-heim cases, will be eligible to receive payments, within the
limits of the amount allocated for that purpose. Victims of medical
experimentation and Kinderheim cases are given priority over other
non-labor personal injury wrongs. The eligbility of a victim to receive
benefits for all \"other non-labor personal injury wrongs\" will not be
affected by whether or not he or she also receives benefits for forced
labor. The funds allocated for \"other non-labor personal injury
wrongs\" will constitute a separate allocation. The partner
organiza-tions will receive, review, and process applications for
payments from the amount allocated for \"other personal injury.\" At the
request of a partner organization, the property committee referred to in
paragraph 11 will appoint an independent arbitrator to review and
process applications to the particular partner organization. The amount
allocated will be distributed to each partner organization so that each
approved applicant is provided a pro-rata amount of the total amount for
all approved \"other personal injury\" applicants. The decisions of the
partner organizations and any arbitrator that may be appointed will be
based on uniform standards approved by the Board of Trustees. The
Foundation legislation will provide that any costs associated with
reviewing and processing applications, including those associated with
an arbitrator (if selected), will be drawn from the allocations for each
partner organiza-tion. Excess amounts in the labor category allocated to
any partner organization under the distribution plan annexed to the
Joint Statement will be reallocated to labor, with the aim of reaching
equal levels of payments to former slave and forced laborers wherever
they reside. The Board of Trustees will be entitled to authorize
payments above per capita ceilings should circumstances warrant.\
\
5. The Foundation legislation will provide that a slave or forced
laborer will not be able to receive payments for the same injury or
wrong from both the Foundation and the Austrian Foundation for
Reconciliation, Peace and Cooperation.\
\
6. The Foundation legislation will provide that persons who suffered
loss of or damage to property during the National Socialist era as a
result of racial persecution direct-ly caused by German companies are
eligible to recover under the payment system set forth in paragraph 11.
The eligibility of such persons will be limited to those who could not
re-ceive any payment under the BEG or Federal Restitution Law
(„BRueckG\") because they did not meet the residency requirement or
could not file their claims by the deadline be-cause they lived under a
government with which the Federal Republic of Germany did not have
diplomatic relations, those whose claims were rejected under the BEG or
BRueckG where legal proof became available only after the reunification
of the Federal Republic of Germany, provided the claims were not covered
by post-reunification restitution or com-pensation legislation, and
those whose racially-motivated property claims concerning moveable
property were denied or would have been denied under the BEG or BRueckG
because the claimant, while able to prove a German company was
responsible for seizing or confiscating property, was not able to prove
that the property was transferred into then-West Germany (as required by
law) or, in the case of bank accounts, that compensation was or would
have been denied because the sum was no longer identifiable, where
either (a) the claimant can now prove the property was transferred into
then-West Germany or (b) the lo-cation of property is unknown.\
\
7. The Foundation legislation, by making available the amount of 50
million DM, will provide a potential remedy for all non-racially
motivated wrongs of German companies directly resulting in loss of or
damage to property during the National Socialist era. The Foundation
will refer such matters for review and processing to the committee
referred to in paragraph 11. All funds allocated to payment for property
matters will be distributed within those categories.\
\
8. The Foundation legislation will provide that the heirs eligible to
receive payments under paragraphs 6 and 7 consist of the spouse or
children. In the absence of the victim, spouse and children, then
payments under these paragraphs will be available to grand-children, if
alive; if not, to siblings, if alive; and if there are neither
grandchildren nor siblings, to the individual beneficiary named in a
will.\
\
9. The Foundation legislation will provide that all eligibility
decisions will be based on relaxed standards of proof.\
\
10. The Foundation legislation will provide that legal persons will be
allowed to make claims on behalf of individuals when those individuals
have given powers of attor-ney. The Foundation legislation will also
provide that where an identifiable religious com-munity has suffered
damage to or loss of community property, as distinct from individual
property, resulting directly from the wrongs of a German company, a duly
authorized legal successor may apply for payment to the committee
referred to in paragraph 11.\
\
11. The Foundation legislation will establish a three-member committee
for proper-ty matters (paragraphs 6 and 7). The United States and the
Federal Republic of Germany will each appoint one member; these two
members will appoint a Chairman. A secretariat will be largely
responsible for the initial review of applications. The Foundation
legislation will require the Committee to establish simplified
procedures, including simplified and ex-pedited internal appeals. The
Committee will not have the authority to reopen any case that has been
finally decided by a German court or administrative body, or that could
have been decided by application in time, except as specified in
paragraph 6. All of the Committee\'s expenses will be funded from the
amount allocated for property claims and the funds will be subject to
audit.\
\
12. The Foundation legislation will provide that the Committee referred
to in para-graph 11 will distribute the funds allocated to it on a
pro-rata basis.\
\
13. The Foundation legislation will make clear that receipt of payment
from Foun-dation funds will not affect the recipient\'s eligibility for
social security or other public bene-fits. There will be offsets for
prior compensation payments made by German companies for forced labor
and other National Socialist era injustices, even if made through third
parties, but there will be no offsets for any prior Government
payments.\
\
14. The Foundation legislation will provide that each applicant for a
Foundation payment will be required to state that, upon receipt of a
payment from the Foundation, he or she will waive any and all alleged
National Socialist era claims against German companies and all National
Socialist era labor and property damage claims against the German
Government. Such a waiver will not preclude applicants from being
eligible to receive pay-ments under the Foundation legislation for other
wrongs, for example other personal in-juries or loss of property, or any
combination thereof. Such a waiver also will not preclude an applicant
from bringing an action against a specific German entity (i.e.,
Government agency or company) for the return of a specifically
identified piece of art if the action is filed in the Federal Republic
of Germany or in the country in which the art was taken, pro-vided that
the applicant is precluded from seeking any relief beyond or other than
the return of the specifically identified piece of art.\
\
15. The Foundation legislation will provide that each partner
organization will create an internal appeals procedure.\
\
16. The Foundation legislation will require that the Foundation provide
appropriate-ly extensive publicity concerning the benefits that the
Foundation will offer and how to apply. The Board of Trustees, in
consultation with the partner organizations, will determine the form and
content of such publicity.\
\
17. The Foundation legislation will allow applications to be made to the
partner or-ganizations for at least eight months after the enactment of
the Foundation law.\
\
18. The Foundation legislation will authorize the Foundation and its
partner organi-zations to receive information from German Government
agencies and other public bodies that is necessary for the fulfillment
of their responsibilities, in so far as this is not contrary to
particular statutes or regulations or the legitimate interests of the
persons concerned.\
\
19. The Foundation legislation will enter into force no later than when
the funds of the Foundation are made available to it.

**Annex B\
of the\
Agreement\
between\
the Government of the United States of America\
and\
the Government of the Federal Republic of Germany\
concerning\
the Foundation\
\"Remembrance, Responsibility and the Future\"\
\
\
Elements of U.S. Government Statement of Interest**

Pursuant to Article 2, Paragraph 1, the United States will timely file a
Statement of Interest and accompanying formal foreign policy statement
of the Secretary of State and De-claration of Deputy Treasury Secretary
Stuart E. Eizenstat in all pending and future cases, regardless of
whether the plaintiff(s) consent(s) to dismissal, in which the United
States is notified that a claim has been asserted against German
companies arising from the National Socialist era and World War II.\
\
The Statement of Interest will make the following points:

1\. As indicated by his letter of December 13, 1999, the President of
the United States has concluded that it would be in the foreign policy
interests of the United States for the Foundation to be the exclusive
forum and remedy for the resolution of all asserted claims against
German companies arising from their involvement in the National
Socialist era and World War II, including without limitation those
relating to slave and forced labor, aryanization, medical
experimentation, children\'s homes/Kinderheim, other cases of per-sonal
injury, and damage to or loss of property, including banking assets and
insurance policies.\
2. Accordingly, the United States believes that all asserted claims
should be pur-sued (or in the event Foundation funds have been
exhausted, should timely have been pursued) through the Foundation
instead of the courts.\
\
3. As the President said in his letter of December 13, 1999, dismissal
of the lawsuit, which touches on the foreign policy interests of the
United States, would be in the foreign policy interests of the United
States. The United States will recommend dismissal on any valid legal
ground (which, under the U.S. system of jurisprudence, will be for the
U.S. courts to determine). The United States will explain that, in the
context of the Foundation, it is in the enduring and high interest of
the United States to support efforts to achieve dis-missal of all
National Socialist and World War II era cases against German companies.
The United States will explain fully its foreign policy interests in
achieving dismissal, as set forth below.\
\
4. The United States\' interests include the interest in a fair and
prompt resolution of the issues involved in these lawsuits to bring some
measure of justice to the victims of the National Socialist era and
World War II in their lifetimes; the interest in the furtherance of the
close cooperation this country has with our important European ally and
economic part-ner, Germany; the interest in maintaining good relations
with Israel and other Western, Central, and Eastern European nations,
from which many of those who suffered during the National Socialist era
and World War II come; and the interest in achieving legal peace for
asserted claims against German companies arising from their involvement
in the National Socialist era and World War II.\
\
5. The Foundation is a fulfillment of a half-century effort to complete
the task of bringing justice to victims of the Holocaust and victims of
National Socialist persecution. It complements significant prior German
compensation, restitution, and pension programs for acts arising out of
the National Socialist era and World War II. For the last 55 years, the
United States has sought to work with Germany to address the
consequences of the Natio-nal Socialist era and World War II through
political and governmental acts between the United States and Germany.\
\
6. The participation in the Foundation not only by the German Government
and German companies that existed during the National Socialist era, but
also by German com-panies that did not exist during the National
Socialist era, allows comprehensive coverage of slave and forced
laborers and other victims.\
\
7. Plaintiffs in these cases face numerous legal hurdles, including,
without limita-tion, justiciability, international comity, statutes of
limitation, jurisdictional issues, forum non conveniens, difficulties of
proof, and certification of a class of heirs. The United States takes no
position here on the merits of the legal claims or arguments advanced by
plaintiffs or defendants. The United States does not suggest that its
policy interests concerning the Foundation in themselves provide an
independent legal basis for dismissal, but will rein-force the point
that U.S. policy interests favor dismissal on any valid legal ground.\
\
8. The Foundation is fair and equitable, based on: (a) the advancing age
of the plaintiffs, their need for a speedy, non-bureaucratic resolution,
and the desirability of ex-pending available funds on victims rather
than litigation; (b) the Foundation\'s level of funding, allocation of
its funds, payment system, and eligibility criteria; (c) the difficult
legal hurdles faced by plaintiffs and the uncertainty of their
litigation prospects; and (d) in light of the particular difficulties
presented by the asserted claims of heirs, the programs to benefit heirs
and others in the Future Fund.\
\
9. The structure and operation of the Foundation will assure (or has
assured) swift, impartial, dignified, and enforceable payments;
appropriately extensive publicity has been given concerning its
existence, its objectives, and the availability of funds; and the
Founda-tion\'s operation is open and accountable.

**Annex C\
of the\
Agreement\
between\
the Government of the Federal Republic of Germany\
and\
the Government of the United States of America\
concerning\
the Foundation\
\"Remembrance, Responsibility and the Future\"\
\
\
Definition of \"German Companies\"**

\"German companies,\" as used in Article 1(1) and Article 2(1), are
defined as in Sections 12 and 16 of the legislation establishing the
Foundation \"Remembrance, Re-sponsibility and the Future,\" as follows:\
\
1. Enterprises that had their headquarters within the 1937 borders of
the German Reich or that have their headquarters in the Federal Republic
of Germany, as well as their parent companies, even when the latter had
or have their headquarters abroad.\
\
2. Enterprises situated outside the 1937 borders of the German Reich in
which during the period between January 30, 1933, and the entry into
force of the legislation establishing the Foundation \"Remembrance,
Responsibility and the Future,\" German enter-prises as described in
Sentence (1) had a direct or indirect financial participation of at
least 25 percent.\
\
3. \"German companies\" does not include foreign parent companies with
head-quarters outside the 1937 borders of the German Reich in any case
in which the sole alleged claim arising from National Socialist
injustice or World War II has no connection with the German affiliate
and the latter\'s involvement in National Socialist injustice, un-less
there is pending a discovery request by plaintiff(s), of which the
United States is provided notice by the defendant with copy to
plaintiff(s), seeking discovery from or concerning World War II or
National Socialist era actions of the German affiliate.